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Incorporation Agreement Template for Canada

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Key Requirements PROMPT example:

Incorporation Agreement

"I need an Incorporation Agreement for a technology startup with three co-founders, where we'll have different share classes for founders versus future investors, and we need to include strong IP protection clauses as we're bringing existing software patents into the company."

Document background
The Incorporation Agreement is a vital document used when establishing a new corporation in Canada, whether under federal or provincial jurisdiction. This agreement is typically employed when two or more parties wish to formally document their arrangements for incorporating and operating a new business entity. The document serves as the foundation for the corporate structure and governance framework, detailing crucial elements such as share ownership, management rights, and operational procedures. An Incorporation Agreement is particularly important as it provides clarity and certainty regarding the rights and obligations of all initial shareholders, helps prevent future disputes, and ensures compliance with relevant corporate legislation. The agreement must align with either the Canada Business Corporations Act (for federal incorporations) or the applicable provincial corporations act, making it essential to consider the specific jurisdictional requirements when drafting and executing the document.
Suggested Sections

1. Parties: Identifies all initial shareholders and the corporation to be incorporated

2. Background: Sets out the context and purpose of incorporation, including the business objectives

3. Definitions: Defines key terms used throughout the agreement

4. Agreement to Incorporate: The formal agreement of the parties to incorporate the corporation

5. Corporate Name and Business: Specifies the agreed corporate name and nature of business

6. Share Capital Structure: Details the authorized share capital and initial share classes

7. Initial Share Subscriptions: Specifies the number and class of shares each incorporator will subscribe for

8. Payment for Shares: Details the consideration for initial share subscriptions

9. Directors and Officers: Names the initial directors and officers and their roles

10. Corporate Governance: Basic governance rules and decision-making processes

11. Shareholders' Rights and Obligations: Core rights and obligations of shareholders

12. Transfer of Shares: Basic rules for share transfers and restrictions

13. Representations and Warranties: Basic representations by each party

14. Confidentiality: Provisions regarding confidential information

15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law

Optional Sections

1. Pre-incorporation Expenses: Used when there are significant pre-incorporation expenses to be allocated

2. Intellectual Property Rights: Required when IP is being transferred to the corporation upon incorporation

3. Employment Agreements: Include when shareholders will be employed by the corporation

4. Non-Competition and Non-Solicitation: Used when shareholders have competing business interests

5. Shareholder Loans: Required when shareholders will make initial loans to the corporation

6. Special Share Rights: Used when creating complex share structures with special rights

7. Tag-Along Rights: Include for minority shareholder protection in closely held corporations

8. Drag-Along Rights: Include to facilitate potential future sale of the business

9. Dispute Resolution: Detailed dispute resolution procedures for more complex shareholder relationships

Suggested Schedules

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

2. Schedule B - Initial Shareholdings: Table showing initial share allocations and consideration

3. Schedule C - Form of Share Certificate: Template for share certificates including transfer restrictions

4. Schedule D - By-laws: Initial corporate by-laws

5. Schedule E - Business Plan: Initial business plan and financial projections

6. Schedule F - Assets: List of assets being transferred to the corporation

7. Schedule G - Registered Office and Directors: Details of registered office and initial directors

8. Appendix 1 - Consent to Act as Director: Signed consents from initial directors

9. Appendix 2 - Banking Resolution: Initial banking arrangements and authorized signatories

Authors

Alex Denne

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

Relevant legal definitions








































Clauses

































Relevant Industries

Professional Services

Technology

Manufacturing

Retail

Financial Services

Healthcare

Real Estate

Construction

Energy

Transportation

Agriculture

Entertainment

Education

Hospitality

Mining

Telecommunications

Relevant Teams

Legal

Corporate Governance

Executive Leadership

Board of Directors

Corporate Secretariat

Compliance

Finance

Corporate Development

Investment

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Corporate Secretary

General Counsel

Legal Counsel

Corporate Lawyer

Business Development Manager

Founder

Co-founder

Director

Board Member

Company Secretary

Compliance Officer

Corporate Governance Officer

Managing Director

Partner

Shareholder

Investment Manager

Business Owner

Entrepreneur

Industries








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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