thousands of corporations and the chance that the name chosen by the first incorporators will be approved by the NUASN search is very slim. Given that NUANS searches cost a minimum of Copyright: Robert Levine
7 about $50.00 or more per search, to keep the costs of incorporation down, usually the lawyer for the first incorporators will suggest trying one more name and if that comes back negative, the lawyer will suggest that the first incorporators choose use a corporate number for the name. This is much cheaper than continuously running up the costs of NUANS searches to find a name. In this case, the section in the Articles of Incorporation is left blank for the insertion by the government office of the number, but the end of the name is inserted. For example, the box for the name in the Articles of Incorporation would look something like: Ontario Inc. Ontario Incorporated Ontario Limited Ontario Ltd. Ontario Corp Ontario Corporation The first incorporators decide on which of the above last parts of the name will be used. In this case, when the articles of incorporation are taken to the government office responsible for incorporating companies for incorporation, the government office inserts the number, which is usually the next corporate number available chronologically. For example, if the last number used was 12345678, and Ontario Inc. was set out beside the blank name, then the number 12345679 will be inserted in the articles and the company will be called 12345679 Ontario Inc.. The articles of Incorporation also require that the share or unit ownership structure of the corporation be set out. In this regard, there are two types of shares which a most commonly used. The first type is common shares. These shares reflect the ownership interest of their holders and are voting shares (allow the holders of these shares, called shareholders to vote on matters pertaining to the corporation). The second type of shares are called special or preference shares. These are non-voting shares which give some kind of financial priority by way of bonus etc… to their holders and are often used for income splitting between spouses. Please note that all corporations must have common shares. Step 3 : Once completed the articles of incorporation are taken to the government office responsible for incorporations and once approved, the government office gives the first incorporators a certificate of incorporation. Incorporation is now complete. Step 4 : By laws (rules) for the corporation will be obtained and a corporate minute book (a book in which all transactions of the corporation are set out) will be obtained. In this minute book, the first incorporators will be designated the first directors of the corporation. Step 5 : Resolutions or written memoranda of decisions of the directors will be made. Some of these are the appointment of the officers of the corporation by the directors; confirmation of the head office of the corporation, issue of common and preferred shares, and a resolution relieving the corporation from the audit provisions of the Act.
- Spring '10
- Corporation, Limited partnership, Types of business entity, Robert Levine