Marginal note:Articles of incorporation
7. (1) Articles of incorporation shall follow the form that the Director fixes and shall set out, in respect of the proposed corporation,
(a) the name of the corporation;
(b) the province where the registered office is to be situated;
(c) the classes, or regional or other groups, of members that the corporation is authorized to establish and, if there are two or more classes or groups, any voting rights attaching to each of those classes or groups;
(d) the number of directors or the minimum and maximum number of directors;
(e) any restrictions on the activities that the corporation may carry on;
(f) a statement of the purpose of the corporation; and
(g) a statement concerning the distribution of property remaining on liquidation after the discharge of any liabilities of the corporation.
Marginal note:Other required provisions
(2) Articles of incorporation shall set out, in respect of the proposed corporation, any provision required by any other Act of Parliament to be set out in the articles.
Marginal note:Additional provisions in articles
(3) The articles may set out any provisions that may be set out in the by-laws.
(3.1) Any requirement under this Act to set out a provision in the by-laws is deemed met by setting out the provision in the articles.
Marginal note:Special majorities
(4) Subject to subsection (5), if the articles or a unanimous member agreement requires a greater number of votes of directors or members than that required by this Act to effect any action, the provisions of the articles or of the unanimous member agreement prevail.
Marginal note:Removal of directors
(5) The articles may not require a greater number of votes of members to remove a director than the number required by section 130.
Marginal note:Delivery of articles of incorporation
8. One of the incorporators shall send to the Director articles of incorporation and the documents required by sections 20 and 128.
Marginal note:Certificate of incorporation
9. On receipt of articles of incorporation, the Director shall issue a certificate of incorporation in accordance with section 276.
Marginal note:Effect of certificate
10. A corporation comes into existence on the date shown in the certificate of incorporation.
Marginal note:Alternate name
11. (1) Subject to subsection 13(1), the name of a corporation may be set out in its articles in an English form, a French form, an English form and a French form, or a combined English and French form, so long as the combined form meets any prescribed criteria. The corporation may use and may be legally designated by any such form.
Marginal note:Alternate name outside Canada
(2) Subject to subsection 13(1), a corporation may, for use outside Canada, set out its name in its articles in any language form and it may use and may be legally designated by any such form outside Canada.
Marginal note:Publication of name
(3) A corporation shall set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the corporation.
Marginal note:Other name
(4) Subject to subsections (3) and 13(1), a corporation may carry on activities under or identify itself by a name other than its corporate name.
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