Chapter29 Crossword
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
                                                         
 
 
Down: 1) Can have a numbered name or select a name Numbered names are assigned Names cannot exceed 120 characters May be in French or English The name must end in one of the following: Limited or Ltd. Limitée or Ltée. Incorporated or Inc. Incorporée Corporation or Corp.2) First name commonly used First letter of middle names Surname Address When all directors listed as first directors then they are also incorporators3) Formally called the “head” office Sets out the address including postal code Include the room or suite number, if applicable Include the municipality Where the books and records are kept Often for small non-offering companies, a law firm’s address is used7) Sets name of corporation in block capital letters Include punctuation and spaces Must correspond exactly as in NUANS report If using a numbered name, leave first 9 spaces blank but insert “Ontario” and corporate ending (ie. Limited, Inc., etc.) Maximum of 120 characters Across: 1) Include any restrictions on the issue, transfer, or ownership4) Prescribed form and must be filed within 60 days of incorporation Includes registered office address and list of directors and officers Must be kept up to date Can be filed electronically Any changes must be filed within 15 days of the change No fee for filing5) May conduct business a natural person is entitled to except as restricted by statute Any restrictions must be stated If no restrictions, then state that Do not need to specify exact business except for professional corporations6) The persons named in the Articles must consent to act as a first director Consent must be provided when submitting the Articles for registration and form part of the Articles See Precedent 29.28) Must be prepared and filed with the “Companies Branch” Filing fee required Strict instructions and guidelines 1 person required for non-offering 3 persons required for offering Can be filed electronically or hand delivered Use “Nil” or “Not Applicable” 10 sections9) Must be signed in duplicate by each of the incorporators Must be original signatures, not photocopied Articles filed electronically do not have to be signed When Articles filed electronically, the incorporators provide authorization to lawyer to register the Articles electronically10) Share certificates Minute book Registers and ledgers Corporate seal if required – seal not required under the act11) Must check name against existing corporate names, trademarks, trade names and unincorporated business entities. New Upgraded Automated Name Search Online database operated by Industry Canada Use a third party provider (ie. Cyberbahn) Fee charged Articles must be registered within 90 days Not required for a number named corporation12) Subscription for Shares Shareholders subscribe for shares Resignation of Directors First directors resign and directors elected at first meeting of shareholders By-Laws Prepare general by-law (ie. By-law #1) and banking by-law (ie. By-law #2) Share Certificates Issued to shareholders Organizational Meetings Must organize the corporation by resolutions of the directors and shareholders before can conduct business13) Identify the classes and maximum number authorized May or may not limit the number of shares14) Set out the exact number or a minimum and maximum Small corporations usually have a minimum of 1 and a maximum of 10 Can be the same number or more than required by Section 4 and do not have to be the same persons.15) Set out any rights, privileges, restrictions, and conditions attaching Also sets out the directors’ authority if appropriate16) Sometimes the lawyer will be the first director Set out the name, address and if they are a resident or not At least 25% of directors must be residents of Canada except for a non-resident corporation (aka extra-provincial corporation) Must be individuals, not a corporation17) Fee to incorporate is $360.00 by mail or 300.00 electronically Cheques or money orders made out to the Minister of Finance Can be mailed to the Toronto branch, submitted in person at one of the designated land registry offices, or online Manual - Top of first page endorsed with date Electronic – Certificate of Incorporation Once certificate complete, corporation comes into existence
 

 

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