Preface

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This guide gives business owners a general overview of federal corporate law under the Canada Business Corporations Act (CBCA). In preparing the Guide, we have assumed that you have passed the initial business concept stage and that you have either made the decision to incorporate or are in the process of making that decision. Although much of the information in this guide is aimed at single-owner corporations, it is important to note that the content applies equally to all corporations with fewer than 50 shareholders.

This guide provides essential information on:

  • how to incorporate your business;
  • filing Articles of Incorporation and other forms online;
  • a number of administrative formalities, such as registration with provincial and territorial authorities;
  • the internal organization of your corporation;
  • the duties of directors and shareholders;
  • how to keep your corporation in good standing;
  • examples of a number of completed forms, such as Articles of Incorporation, organizational resolutions, by-laws and minutes of a shareholders' meeting; and
  • how to contact Corporations Canada plus other links of interest.

You should note that this guide does not offer information on distributing corporations, commonly called public corporations. It also does not deal with organizations such as banking, insurance, loan and trust companies, or with non-profit corporations since, in Canada, all of these are incorporated under statutes other than the CBCA.

Because this Guide deals with a statute of the Government of Canada — the CBCA — a great deal of the language used is rooted in legal terminology. With this in mind, a glossary of terms and expressions has been included. We urge you to consult it regularly to avoid errors in filing your documents.

As you read through this Guide, you may find that some sections contain more information than you currently need. Regardless, we suggest that you keep it on hand for future reference as your business develops.

Important

This guide is not legal advice. It does not discuss all federal and provincial/territorial laws that affect CBCA corporations and those who run them, nor does it deal exhaustively with the CBCA. It does, however, provide the basic knowledge and tools that a small business owner will need in order to incorporate and operate a corporation under the CBCA

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