Introduction

This section highlights the procedure and steps involved in setting-up a corporation. A lawyer or legal advisor, and often an accountant or financial advisor are involved in the formation of a corporation. The following procedures are meant as a guideline and not a substitute for professional advice.

Procedure

Select the corporate name and obtain a NUANS search through a lawyer or a corporate name search business.

Prepare Articles of Incorporation.

Register the Articles of Incorporation and pay the applicable incorporation fee.

Organization

Who will be the directors, officers of the corporation?

Control of the Corporation

Who are the shareholders?

The shareholders which control the majority of the shares in the corporation control the corporation.

Officer, Directors and Shareholders

The shareholders appoint the directors to control the corporation on their behalf.

The officers run the day to day operations of the corporation.

The directors provide the officers with direction.

Depending on the situation, the Articles of Incorporation, Corporate Bylaws, Shareholders Agreement, Director Resolutions or a general policy and procedure guidelines may define the roles of the officers of the corporation.

Shareholder Agreements

Where there is more than one shareholder in a corporation, it is strongly recommended that the shareholders enter into a Shareholders Agreement to provide for items as follows:

Corporation Capital Structure

From whom and from where does the corporation obtain the capital necessary to commence business?

If there is more than one shareholder, do each of the shareholders contribute cash? Or do they contribute cash and property? Or cash, property and services?

The corporation can also borrow money from its shareholders or from other lenders.

Click on Worksheet 3.2 (Word Document) to complete the steps necessary to form a corporation (provided you have chosen this form of business organization).