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Company Memorandum And Articles Of Association
"I need a Company Memorandum and Articles of Association for a single-shareholder technology consulting company to be incorporated in Ontario in January 2025, with basic governance provisions and the flexibility to add more shareholders later."
1. Name and Office: States the company's legal name and registered office address
2. Interpretation: Defines key terms used throughout the document and rules for interpretation
3. Share Capital: Details the authorized share capital, classes of shares, and their respective rights and restrictions
4. Share Certificates and Transfers: Procedures for issuing share certificates and transferring shares
5. Directors: Qualifications, appointment, removal, powers, and duties of directors
6. Meetings of Directors: Rules for board meetings, including notice, quorum, and voting procedures
7. Officers: Appointment, duties, and responsibilities of corporate officers
8. Shareholders: Rights and obligations of shareholders
9. Meetings of Shareholders: Procedures for shareholder meetings, including annual and special meetings
10. Notices: Requirements for giving notice of meetings and other corporate communications
11. Banking and Financial: Banking arrangements, execution of documents, and financial year
12. Corporate Records: Maintenance and access to corporate records and registers
1. Pre-emptive Rights: Include when shareholders should have first right to purchase new share issuances
2. Share Purchase Rights: Include when the corporation wants right of first refusal on share transfers
3. Management Structure: Include for specific management hierarchies or unique governance structures
4. Unanimous Shareholder Agreements: Include when shareholders want to restrict directors' powers
5. Class Rights and Restrictions: Include when creating multiple share classes with different rights
6. Electronic Meetings: Include specific provisions for virtual meetings and electronic voting
7. Conflict Resolution: Include specific dispute resolution procedures between shareholders
8. Foreign Ownership Restrictions: Include if there are restrictions on foreign ownership
1. Share Capital Schedule: Detailed breakdown of share classes and their characteristics
2. Initial Directors and Officers: List of first directors and officers upon incorporation
3. Form of Share Certificate: Template for share certificates
4. Restricted Business Activities: List of any restricted business activities
5. Pre-incorporation Contracts: Details of any contracts made before incorporation
6. Share Transfer Forms: Standard forms for share transfers
7. Corporate Seal: Design and rules for use of corporate seal
8. Shareholder Resolution Templates: Standard forms for common shareholder resolutions
Authors
Financial Services
Technology
Manufacturing
Retail
Healthcare
Professional Services
Real Estate
Energy
Transportation
Agriculture
Mining
Construction
Education
Entertainment
Hospitality
Telecommunications
Legal
Corporate Governance
Compliance
Executive Leadership
Board of Directors
Company Secretariat
Risk Management
Corporate Affairs
Regulatory Affairs
Chief Executive Officer
Corporate Secretary
General Counsel
Legal Counsel
Chief Legal Officer
Corporate Lawyer
Compliance Officer
Board Director
Company Director
Chief Financial Officer
Corporate Governance Officer
Risk Manager
Board Secretary
Managing Director
Company Secretary
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