Neufeld Legal P.C. 403-400-4092 / 416-887-9702 Chris@NeufeldLegal.com
INCORPORATING A FEDERAL COMPANY
Incorporating your business enterprise as a federal company is an important step in its commercial advancement (though proper consideration must be given to the pros and cons of federal incorporation versus provincial incorporation). The corporate structure has specific legal attributes and provides significant commercial benefits, which requires appropriate consideration in its implementation. The mere attainment of a corporate designation (Inc., Ltd., Corp.) does not of itself make for a highly effective corporation, for it instead begins with the underlying structure that is created at incorporation phase through the contractual arrangements that are negotiated and legal advice that is attained.
From its inception, a corporation will be greatly advantaged from the insights and experience of a knowledgeable corporate lawyer. For whereas incorporation is typically a single occurrence in the business cycle and legal advice required only when needed and without practical experience thereof, at Neufeld Legal P.C. we have advised an extensive array of businesses as they have undertaken the incorporation process and sought to advance their corporate operations from a legal perspective. For it is through such legal experience that we are capable of providing meaningful legal advice, capable of making a substantive difference in a company's business aspirations.
As such, when your business seeks the professional services of experienced legal counsel, whether when incorporating a new federal company or dealing with its ongoing corporate development, your business can look to the Canadian law firm of Neufeld Legal P.C. Contact us at 416-887-9702 (Toronto office number) / 403-400-4092 (Calgary office number) or via email Chris@NeufeldLegal.com.
The basis for federal incorporation is the
Canada Business Corporations Act, from which the fundamental
aspects of corporate law pertaining to a federal company are drawn, as
exemplified by the following extract from the statute:
"Articles of incorporation
6. (1) Articles of incorporation shall follow the form that the Director fixes and shall set out, in respect of the proposed corporation,
(a) the name of the corporation;
(b) the province in Canada where the registered office is to be situated;
(c) the classes and any maximum number of shares that the corporation is authorized to issue, and
(i) if there will be two or more classes of shares, the rights, privileges, restrictions and conditions attaching to each class of shares, and
(ii) if a class of shares may be issued in series, the authority given to the directors to fix the number of shares in, and to determine the designation of, and the rights, privileges, restrictions and conditions attaching to, the shares of each series;
(d) if the issue, transfer or ownership of shares of the corporation is to be restricted, a statement to that effect and a statement as to the nature of such restrictions;
(e) the number of directors or, subject to paragraph 107(a), the minimum and maximum number of directors of the corporation; and
(f) any restrictions on the businesses that the corporation may carry on."
Whereas the Canada Business Corporation Act (CBCA) is the starting point for a federal company (click on for full statute), the process of incorporation and managing the company onwards, really requires that you engage the appropriate legal counsel and tackling the specifics of the situation (with full disclosure being paramount).