Articles of Incorporation are the founding legal document of a Canadian corporation. They define the corporation's name, share structure, directors, and any restrictions on the business — and they are filed with the federal or provincial government to create the corporation as a legal entity. This guide explains what articles of incorporation are, what they include, how federal and provincial articles differ, and what happens after you file.
What Are Articles of Incorporation?
Articles of Incorporation is the legal document that brings a corporation into existence. Think of it as the corporation's birth certificate. Until the government accepts your Articles of Incorporation and issues a Certificate of Incorporation, the corporation does not legally exist.
The Articles set out the fundamental rules of the corporation — its authorized share structure, any restrictions on share transfers, business restrictions, and initial board of directors. Some of these rules can be changed later by filing Articles of Amendment, but getting the foundational structure right at incorporation is important and less expensive than amending later.
What Is Included in Articles of Incorporation?
| Section | What It Covers |
|---|---|
| Corporate name | The legal name of the corporation (or numbered company) |
| Registered office | The province where the registered office is located |
| Authorized shares | Classes of shares and the maximum number authorized to be issued |
| Share class rights | Voting rights, dividend entitlement, and priority on dissolution for each class |
| Restrictions on share transfers | Any restrictions on who shares can be sold to (e.g., shareholder approval required) |
| Number of directors | Minimum and maximum number of directors; or a fixed number |
| Business restrictions | Any limitations on the type of business the corporation can carry on (rarely used; most say none) |
| Other provisions | Optional: pre-emptive rights, cumulative voting, unanimous shareholder agreement provisions |
Federal vs Provincial Articles of Incorporation
The required content is similar whether you incorporate federally or provincially, but there are differences in form and requirements.
| Aspect | Federal (CBCA) | Provincial (e.g., ON, BC) |
|---|---|---|
| Governing statute | Canada Business Corporations Act | Province's Business Corporations Act |
| Filing authority | Corporations Canada | Provincial/territorial registry |
| Director residency | 25% must be Canadian residents | Varies (BC: none required; ON: 25%) |
| Name protection scope | All of Canada | Within the province only |
| Document name (BC) | N/A | Notice of Articles (BC uses different terminology) |
| NUANS requirement | Required for named corporations | Required in ON; BC uses its own system |
Share Structure Basics
The share structure section of your Articles of Incorporation is the most consequential part to get right. Shares represent ownership in the corporation, and different classes of shares can have different rights.
The most common structure for a new small corporation is: unlimited common shares with voting rights, dividend entitlement, and right to remaining assets on dissolution. This simple structure works for most owner-operated businesses.
More complex structures may include:
- Multiple share classes (Class A, Class B, etc.): Allow different dividend entitlements for family members (income splitting) or different voting rights for founders vs investors.
- Preferred shares: Priority on dividends and/or liquidation, often non-voting. Common in investment deals where investors receive preferred shares.
- Restricted shares: Shares with limited transfer rights — often include a right of first refusal requiring shareholder approval before shares can be sold to outsiders.
SimplyfyBiz Professional and Enterprise plans include custom share structure setup. See our pricing →
What Happens After Filing?
Once the government accepts your Articles of Incorporation and issues a Certificate of Incorporation, your corporation legally exists. From that point:
- Apply for a CRA Business Number (required for tax filing)
- Set up a minute book — a binder or digital record containing your Articles, Certificate, resolutions, share register, and any subsequent filings
- Hold an organization meeting — pass initial resolutions appointing officers, adopting bylaws, issuing shares to founders, and authorizing the corporation to open a bank account
- Open a corporate bank account — requires Certificate of Incorporation and BN
- Issue share certificates to each initial shareholder
- Register for GST/HST as applicable
What Is a Minute Book?
A corporate minute book is the official record of the corporation's governance documents and resolutions. Every Canadian corporation is legally required to maintain a minute book. It typically contains:
- Certificate of Incorporation and Articles of Incorporation
- Corporate bylaws
- Register of directors, officers, and shareholders
- Share certificates (or a share certificate register)
- Minutes and resolutions from shareholder and director meetings
- Any Articles of Amendment filed after incorporation
A disorganized or missing minute book creates serious problems when selling the business, raising investment, or dealing with an estate. SimplyfyBiz Professional and Enterprise plans include a digital minute book. Learn more →
Can I Amend Articles of Incorporation Later?
Yes. You can file Articles of Amendment to change your corporate name, alter the share structure, change director provisions, or modify other provisions. The amendment must typically be approved by shareholders (or directors for minor changes) and filed with the relevant registry, along with a government fee.
Federal Articles of Amendment cost $200 CAD. Provincial fees vary (Ontario: $150 CAD). Amendments are possible but add cost — getting the structure right at incorporation is preferable.
All government fees listed are approximate and subject to change without notice. Always verify the current fee directly with Corporations Canada or the relevant provincial registry before filing. These fees are separate from SimplyfyBiz service fees. See our pricing →
Frequently Asked Questions
Do I need a lawyer to draft articles of incorporation?
No. For a straightforward owner-operated corporation with a standard share structure, you do not need a lawyer. SimplyfyBiz prepares Articles of Incorporation as part of every incorporation service. A lawyer adds value if your structure is complex — multiple share classes, external investors, or specific restrictions requiring legal advice.
What is the difference between articles of incorporation and bylaws?
Articles of Incorporation are filed with the government and are a public document. They define the fundamental structure. Bylaws are internal rules that govern how the corporation operates day-to-day — board meetings, quorum, officer titles, signing authority. Bylaws are not filed with the government; they are adopted by resolution of the directors or shareholders.
Are articles of incorporation public?
Yes. Articles of Incorporation filed with Corporations Canada or a provincial registry are public documents. Anyone can search and view your corporate name, registered office, and share structure through the relevant registry's online search tool. The names and addresses of initial directors are also typically public.
How much does it cost to incorporate in Canada?
Government filing fees range from $200 CAD (federal) to approximately $454.75 CAD (Nova Scotia, which includes a mandatory business registration fee). Most provinces fall between $262–$397 CAD. Using SimplyfyBiz, the total including our service fee starts at $499 CAD (plus the government fee). See our full pricing page or our detailed guide on cost to incorporate in Canada for a complete breakdown by province.