Federal Incorporation and Business Guide: How to Form Your Own Federal Corporation Under the Canada Business Corporations Act

Vernon V. Kakoschke was a lawyer in the law department of Canadian Pacific.

This guide is designed to enable a layperson to incorporate a federal corporation. It is written in a simple and straightforward style which makes it easy to understand. By following the elementary steps set out here, it is possible to complete the incorporation process without the assistance of a lawyer. In this respect, the guide could save the incorporator some legal costs. On the other hand, it must be appreciated that the result of following the steps in the guide will be a plain vanilla corporation with a very basic structure; the book does not deal with more complex corporate structures. For example, the guide advises the incorporator to seek professional assistance in preparing a unanimous shareholders’ agreement which would be appropriate in a situation where there is more than one shareholder.

Besides the basic steps such as corporate name searches and preparation of articles and by-laws, the guide also deals with the ongoing aspects of running an incorporated business. It explains the mechanics involved in holding shareholders’ and directors’ meetings and provides sample resolutions that could be used for this purpose. Compliance with the various filing requirements of the Canada Business Corporations Act is also covered. In the event that changes in the corporate structure become necessary, it explains how to effect a transfer of shares. Finally, if it becomes necessary to end the corporation’s existence, it shows you how to file Articles of Dissolution.