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Limited Liability Company Articles Of Organization

Limited Liability Company Articles Of Organization Template for Canada

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Key Requirements PROMPT example:

Limited Liability Company Articles Of Organization

"I need Limited Liability Company Articles of Organization for my Canadian tech startup, with a simple structure of 1000 common shares and me as the sole director, planning to start operations in March 2025."

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Document background
The Limited Liability Company Articles Of Organization, which in the Canadian context is properly termed Articles of Incorporation, is the primary document required to establish a corporation in Canada. This document must be filed when forming a new corporation and serves as the foundation for the company's legal existence and operations. It can be filed either federally under the Canada Business Corporations Act or provincially under the relevant provincial legislation. The document contains crucial information about the corporation's structure, including its name, share classes, director requirements, and any restrictions on business activities. It's essential to note that while the United States uses the term "LLC" and "Articles of Organization," Canada uses corporations as their primary limited liability structure, and these are established through Articles of Incorporation. The document must be filed with either Corporations Canada (for federal incorporation) or the relevant provincial registry (for provincial incorporation) and requires careful consideration of various legal requirements and business needs.
Suggested Sections

1. Corporate Name: The official name of the corporation, including any French or English versions if applicable

2. Registered Office: The province where the registered office is to be situated

3. Number of Directors: The fixed number or minimum/maximum number of directors

4. Business Restrictions: Any restrictions on the business the corporation may carry on

5. Share Structure: Classes and any maximum number of shares the corporation is authorized to issue, and rights, privileges, restrictions and conditions attached to each class

6. Share Transfer Restrictions: Any restrictions on share transfers

7. Other Provisions: Any other provisions permitted by the Act

Optional Sections

1. Pre-emptive Rights: Include when shareholders should have the first right to purchase new shares before they're offered to others

2. Unanimous Shareholder Agreement Provisions: Include when certain powers of directors will be restricted and assumed by shareholders

3. Foreign Ownership Restrictions: Include when there need to be limits on foreign ownership of shares

4. Business Purpose: Include when the corporation wants to specify its intended business activities

5. Special Majority Requirements: Include when certain decisions require more than a simple majority vote

6. Appointment of Officers: Include when specific officer positions need to be established in the articles

Suggested Schedules

1. Schedule A - Share Capital: Detailed description of share classes, rights, and restrictions

2. Schedule B - Initial Directors: List of first directors with their addresses and consent

3. Schedule C - Corporate Name Search: Results of NUANS name search report confirming name availability

4. Schedule D - Share Transfer Restrictions: Detailed provisions regarding share transfer limitations and procedures

5. Schedule E - Special Provisions: Additional provisions permitted by the Act that are specific to the corporation

6. Appendix 1 - Form 1 Articles of Incorporation: The official government form for Articles of Incorporation

7. Appendix 2 - Notice of Registered Office: Required form indicating the corporation's registered office address

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant Industries

Technology

Manufacturing

Retail

Professional Services

Healthcare

Real Estate

Financial Services

Construction

Agriculture

Transportation

Energy

Entertainment

Education

Hospitality

Mining

Telecommunications

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Compliance

Finance

Administration

Board of Directors

Corporate Secretariat

Risk Management

Business Development

Relevant Roles

CEO

Corporate Secretary

General Counsel

Chief Legal Officer

Business Development Manager

CFO

Corporate Paralegal

Compliance Officer

Board of Directors

Company Director

Corporate Governance Officer

In-House Counsel

Managing Director

Founder

Entrepreneur

Corporate Administrator

Industries
Canada Business Corporations Act (CBCA): The primary federal statute governing the formation and operation of corporations in Canada. It sets out the basic requirements for incorporation, corporate governance, and shareholder rights.
Income Tax Act: Federal legislation governing taxation of corporations, including filing requirements, corporate tax rates, and regulations on corporate distributions.
Provincial Business Corporations Acts: Each province has its own business corporations act (e.g., Ontario Business Corporations Act, British Columbia Business Corporations Act) that governs provincial incorporation.
Canada Revenue Agency (CRA) Guidelines: Administrative guidelines and requirements for corporate tax compliance, reporting, and filing obligations.
Investment Canada Act: Regulates foreign investment in Canadian businesses and may affect ownership structure and reporting requirements.
Provincial Securities Acts: Governs the issuance and transfer of corporate securities, relevant for share structure and shareholder agreements.
Competition Act: Federal legislation that may affect corporate structure and business combinations, particularly for larger enterprises.
Personal Information Protection and Electronic Documents Act (PIPEDA): Federal privacy legislation that affects how corporations must handle personal information in their commercial activities.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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