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Understanding Your Organization Documents and Minute Book
Understanding Your Organization Documents and Minute Book
Jaya avatar
Written by Jaya
Updated over a week ago

While the government provides your certificate of incorporation, there are additional corporate formation documents to structure your company - these are not provided by the government and are typically prepared by lawyers. You can get these corporate formation documents by incorporating through Ownr, or onboarding an existing incorporated company and purchasing onboarding documents.

When incorporating a company in Canada, several essential formation documents are required to establish and operate the corporation effectively. Each document serves a specific purpose and plays a crucial role in the company's governance and compliance.

The documents may vary by jurisdiction, however, the seven main corporate formation documents are:

1. Articles of Incorporation:

The Articles of Incorporation are the foundational legal document that formally creates a corporation as a separate legal entity. It includes essential details about the company, such as the approved business name, address, and initial directors. These articles are filed with the relevant government registry during the incorporation process and define the company's fundamental characteristics.

2. Bylaws:

Bylaws are internal rules and regulations that govern the day-to-day operations and decision-making processes of the corporation. They outline procedures for shareholder meetings, director elections, officer appointments, and other corporate matters.

3. First Director Resolution:

The First Director Resolution is a formal document that outlines the initial decisions made by the board of directors after the corporation's incorporation.

4. Director Consent(s):

Director Consent(s) are written documents wherein the directors acknowledge and accept their appointment to the board of the corporation. Each director must sign a consent form, affirming their willingness to serve as a director and confirming their compliance with the company's bylaws and applicable laws.

5. First Shareholders Resolution:

The First Shareholders Resolution is a resolution adopted by the shareholders during the initial meeting after incorporation. It covers crucial decisions, such as the acceptance of the Articles of Incorporation, appointment of directors, and approval of other matters significant to the corporation's formation.

6. Notice of Issuance of Uncertified Shares:

The Notice of Issuance of Uncertified Shares is a document provided to shareholders indicating the issuance of shares to them. Uncertified shares are shares for which physical certificates are not issued.

7. Subscription for Shares:

A Subscription for Shares is a formal agreement between the corporation and a shareholder, wherein the shareholder expresses their intention to purchase specific shares at an agreed-upon price. The subscription includes essential terms, such as the number and class of shares, and purchase price.

Generating and maintaining an online minute book is vital for several reasons:

  • Legal Compliance: Corporations are required by law to keep accurate records of their meetings and decisions. An online minute book ensures that all relevant documents and resolutions are organized, up-to-date, and easily accessible for potential audits or legal requirements.

  • Corporate Governance: An organized minute book fosters good corporate governance, making it easier for directors and officers to refer back to past decisions and follow proper procedures for future actions.

  • Convenience and Accessibility: An online minute book provides a secure and centralized platform to store and access important corporate documents from anywhere at any time, allowing for efficient collaboration among company stakeholders.

  • Shareholder Confidence: A well-maintained minute book instills confidence in shareholders and potential investors, demonstrating that the corporation is managed professionally and transparently.

Having these documents readily available through Ownr's platform streamlines the process of maintaining proper corporate records, ensuring compliance, and fostering transparent and efficient corporate governance. By staying organized and up-to-date, your corporation can operate smoothly while instilling confidence in shareholders and creditors alike.

Find a quick and easy guide to incorporate or onboard onto Ownr here.

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