In Canada, articles of incorporation are the foundational charter document that creates a federal or provincial corporation. Under the Canada Business Corporations Act (CBCA), sections 5 through 12 govern the incorporation process. Section 6 prescribes the mandatory contents of the articles: the proposed corporate name (or a designated number name), the province where the registered office is located, the classes and any maximum number of shares the corporation is authorized to issue, any restrictions on share transfer, the number of directors (or minimum and maximum), any restrictions on the business the corporation may carry on, and any other provisions permitted by the CBCA.

Federal incorporation is filed with Corporations Canada (Industry Canada) using Form 1 — Articles of Incorporation. The filing fee is CAD $200 online or $250 by paper. Provincial incorporation varies: Ontario charges $300 under the Ontario Business Corporations Act (OBCA), British Columbia operates under the BC Business Corporations Act (BCBCA) with a $350 fee, and Quebec uses the Business Corporations Act (QBCA) with its own filing requirements. Each provincial statute has unique requirements, but the CBCA provides the model framework that most provinces closely follow.

Under CBCA s.6(1)(c), the articles must describe the authorized share structure, including any rights, privileges, restrictions, and conditions attaching to each class of shares. If there is only one class of shares, those shares must carry voting rights, the right to receive dividends, and the right to receive the remaining property upon dissolution (s.24(3)). For multiple share classes, at least one class must have each of these three rights. Section 12 provides that the corporation comes into existence on the date shown in the certificate of incorporation issued by the Director under the CBCA.

Well-drafted articles should address restrictions on share transfers (particularly for closely held corporations), director residency requirements (at least 25% of directors must be resident Canadians under CBCA s.105(3)), any business restrictions or objects clauses, and provisions for classes of shares with distinct rights. Incorporators should also consider including indemnification provisions, borrowing powers, and provisions that would otherwise require a special resolution to add later. Amendments to the articles require a special resolution under s.173 CBCA, and certain fundamental changes (such as changes to share rights) may trigger dissent and appraisal rights under s.190.