Glossary of Terms

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Annual Return:
A document (commonly called Form 22) that includes information about a corporation that must be filed within 60 days of the corporation's anniversary date. This form should not be confused with annual financial statements or annual reports.
Articles:
Original or restated Articles of Incorporation, Articles of Amendment, Articles of Amalgamation, Articles of Continuance, Articles of Reorganization, Articles of Arrangement, Articles of Dissolution or Articles of Revival, including any amendments.
Articles of Incorporation:
A legal document with clauses that govern an incorporated business. To incorporate under the CBCA, a person must correctly complete the Articles of Incorporation and the Initial Registered Office Address and First Board of Directors form and must file the forms with Corporations Canada. The Articles of Incorporation, when filed, create the corporation and set out important matters such as the number of directors and types of shares the corporation will have.
By-Laws:
Basically, the agreement between the corporation and its shareholders setting out the internal rules by which the corporation will function. These often deal with matters such as meetings of directors and shareholders.
CBCA:
The Canada Business Corporations Act. This is the statute that governs federally incorporated business, not including banks, insurance and trust and loans companies.
Corporations Canada:
The branch of Industry Canada, a department of the Government of Canada, that administers the CBCA. To incorporate a business, you file Articles of Incorporation with Corporations Canada.
Corporation Key:
An eight-digit access code provided by Corporations Canada that must be used to file certain request online - such as making changes to the registered office address and director information.
Director:
An individual elected by the shareholder(s) to supervise the management of a corporation. Together, all directors of a corporation are referred to as the "board of directors". All federal corporations are required to have one or more directors, a majority of whom must be resident Canadians.
Director Appointed under the CBCA:
The individual appointed by the federal Minister of Industry under the provisions of the CBCA to independently administer the statute.
Dissolution:
The act of ending the existence of a corporation, under certain circumstances, by filing the required documents with Corporations Canada. A corporation could also be dissolved by the Director under the CBCA for failure to comply with the legislation.
Distributing Corporation:
A corporation that:
  • is a reporting issuer within the meaning of any applicable securities legislation, unless it is subject to an exemption from that legislation;
  • is not a reporting issuer but has filed a prospectus or similar document in relation to the public distribution of its shares; has securities that are listed and posted for trading on a stock exchange in or outside Canada; is a distributing corporation that is involved in or results from a statutory procedure, such as an amalgamation or reorganization.
The corporation is not subject to an exemption or an order under provincial securities legislation.
Dividend:
The share of profit payable to shareholders on their shares.
Federal Incorporation:
Incorporation under the CBCA rather than under a provincial or territorial statute.
Incorporation:
The act of establishing a corporation by filing the required documents.
Non-distributing Corporation:
A corporation that is not a distributing corporation; for example, it does not issue shares to the public. Such a corporation is commonly referred to as "private corporation".
NUANS Name Search Report:
A document that includes a list of business names and trade-marks that sound similar to the name an incorporator is proposing. The list is drawn from NUANS, the national data bank of existing and reserved business names as well as trade-marks registered and applied for in Canada.
Officer:
An individual appointed by the director(s) of a corporation to manage the day-to-day business of a corporation, such as president, vice president, secretary, treasurer, etc. The position of officer is distinct from that of director (see above), although in a small corporation one individual very often occupies both positions.
Online Filing Centre:
The fastest, most convenient and least expensive method of filing documents with Corporations Canada to incorporate a business federally. You can access the Online Filing Centre through the home page of Corporations Canada's website (www.corporationscanada.ic.gc.ca).
Quorum:
The stated minimum number of people entitled to attend a meeting who must be present for business to be conducted. Corporate by-laws may specify the minimum number of directors who must be present at a meeting of the board of directors, or the minimum number of shareholders who must be present at a shareholders' meeting; if the by-laws do not, the quorums set out in the CBCA must be respected.
Residential address or other address for service:
An address for service is an address where legal documents can be delivered and must be accepted by the director or someone on their behalf, and where an acknowledgement or delivery receipt can be provided, if required. An address for service can be the residential address of the director or a business address.
Resolution:
The meaning of the term "resolution" depends on the context. It can mean:
  • a written record of decisions taken in lieu of an organizational meeting;
  • a decision made at an annual or special meeting based on the required number of votes in favour by shareholders entitled to vote; or
  • a document signed by all shareholders in lieu of a meeting of shareholders.
Share:
A measure of ownership of a corporation. Some people refer to the share certificate as a stock. Shares are distinguished from securities, which are any type of investment instrument, including shares.
Shareholder:
An owner in a corporation; a person holding shares in a corporation. Because shareholders must conduct or approve many corporate activities such as electing directors, an active corporation must have at least one shareholder.

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