SAMPLE
Articles of Incorporation
(Notes: 1. The name of the corporation must include the words “Professional Corporation”. 2. All shareholders of the professional corporation must be members of the Certified General Accountants of Ontario.
3. All directors of the professional corporation must be shareholders.) 1. The name of the corporation is:
______________________________________________________________________________ ______________________________________________________________________________
2. The address of the registered office is:
______________________________________________________________________________ ______________________________________________________________________________
(Street & Number or R.R. Number & if Multi-Office Building give Room No.)
______________________________________________________________________________ ______________________________________________________________________________
(Name of Municipality or Post Office, include postal code)
3. Number (or minimum and maximum number) of directors is:
______________________________________________________________________________ Note: All officers and directors of the corporation must be members in good standing and registered to practise with the Certified General Accountants of Ontario.
4. The first director(s) is/are: First name, initials and surname
Address for service, giving Street & No. or R.R. No., Municipality and Postal Code
Resident Canadian State Yes or No
5. Restrictions, if any, on business the Corporation may carry on or on powers the
corporation may exercise. The Corporation may not carry on business other than the practice of the profession, but for greater certainty and without restricting the business which the Corporation may carry on, the Corporation shall have the following objects:
a) to engage in every phase and aspect of rendering the same services to the public that a certified general accountant being a member in good standing and registered to practise with the Certified General Accountants of Ontario, is authorized to render;
b) to purchase or otherwise acquire and to own, mortgage, pledge, sell, assign, transfer or otherwise dispose of, and to invest in, deal in and with, real and personal property necessary for the rendering of the services of a certified general accountant;
c) to contract debts and borrow money, issue and sell or pledge bonds, debentures, notes and other evidences of indebtedness and execute such mortgages, transfers of corporate property or other instruments to secure the payment of corporate indebtedness as required; and
d) to enter into partnership, consolidate or merge with or purchase the assets of another corporation, a partnership or individual rendering the same professional services.
6. The classes and any maximum number of shares that the corporation is authorized to issue:
The Corporation is authorized to issue ten classes of shares: Class A Voting Common Shares; Class B Non-voting Common Shares; Class C Non-voting Common Shares; Class D Non-voting Common Shares; Class E Non-voting Common Shares; Class F Non-voting Common Shares; Class G Preference Shares; Class H Preference Shares; Class I Preference Shares; and Class J Preference Shares. The shares of each class may be issued in unlimited numbers, for unlimited consideration.
(Note: For tax planning purposes, separate classes of shares may be established to provide maximum flexibility. Each situation will differ and the above is for example purposes only.)
7. Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors authority with respect to any class of shares which may be issued in series as set forth in Schedule “1” attached hereto.
8. The issue, transfer or ownership of shares is restricted and the restrictions (if any) are as set out in Schedule “II” attached hereto.
10. The names and addresses of the incorporators are
First name, initials and last name or corporate name
Full address for service or address of registered office or of principal place of business giving street & No. or R.R. No., municipality and postal code
These articles are signed in duplicate.
_______________________________________ (Signatures of incorporators)
CONSENT TO ACT AS A FIRST DIRECTOR
I, ____________________________________________________________________________
(First name, initials and surname)
Address for service
______________________________________________________________________________ ______________________________________________________________________________
(Street & No. or R.R. No., Municipality & Postal Code)
am a member in good standing of the Certified General Accountants of Ontario and hereby consent to act as a first director of
______________________________________________________________________________
(Name of Corporation)
_______________________________________ (Signature of the Consenting Person)
SAMPLE
Schedule “I’
To article 7 of the Articles of Incorporation of JOHN DOE PROFESSIONAL CORPORATION
Schedule “I” should contain the share rights, privileges, restrictions and conditions which apply to each class of shares in the capital of the professional corporation. To follow is a
non-exhaustive list of considerations:
1. There should be voting and non-voting share classes;
2. There probably should be separate classes of common shares and separate classes of preference shares;
3. The share classes should provide the right to receive dividends to the exclusion of dividends on the other share classes;
4. The rights of the classes of shares on a wind up of the corporation have to be carefully drafted;
5. At least one of the classes of voting preference shares should have a price adjustment clause.
**Note: This is not intended as an exhaustive list of considerations. The Association encourages each CGA to obtain appropriate legal and tax advice in preparing the Articles of the professional corporation.
SAMPLE
SCHEDULE “II”
To article 8 of the Articles of Incorporation of JOHN DOE PROFESSIONAL CORPORATION
1. The right to transfer shares of the Corporation is restricted in that the no shareholder shall be entitled to transfer any share or shares in the capital of the corporation to any person who is not a shareholder of the Corporation unless the transfer has been approved by the Directors of the Corporation.
2. No share of the Corporation shall be transferred without the consent of the majority of the Directors of the Corporation expressed by written instrument.
3. Legal and beneficial ownership of all the issued shares of the Corporation shall be vested in one or more members of the Certified General Accountants of Ontario, in accordance with Section 3.2(2) of the Ontario Business Corporations Act.
SAMPLE
SCHEDULE “III”
To Article 9 of the Articles of Incorporation of JOHN DOE PROFESSIONAL CORPORATION
Other Provisions:
1. The number of Shareholders of the Corporation, exclusive of persons who are employed by the Corporation and exclusive of persons who, having been formerly employed by the Corporation, were, while so employed and have continued after the termination of that employment to be, Shareholders of the Corporation, is limited to not more than fifty (50), two (2) or more persons who are joint registered owners of one (1) or more shares being counted as one (1) Shareholder.
2. Any invitation to the public to subscribe for securities of the Corporation is prohibited. 3. The liability of a shareholder(s) is set out in section 3.4 of the Ontario Business Corporations
Act as follows:
3.4 (1) Subsection 92 (1) shall not be construed as limiting the professional liability of a shareholder of a professional corporation under an Act governing the profession for acts of the shareholder or acts of employees or agents of the corporation.
Deemed acts
(2) for the purposes of professional liability, the acts of a professional corporation shall be deemed to be the acts of the shareholders, employees or agents of the corporation, as the case may be.
Professional liability
(3) The liability of a member for a professional liability claim is not affected by the fact that the member is practising the profession through a professional corporation.
Joint and several liability
(4) A person is jointly and severally liable with a professional corporation for all professional liability claims made against the corporation in respect of errors and omissions that were made or occurred while the person was a shareholder of the corporation.
(5) The liability of a member under subsection (4) cannot be greater than his or her liability would be in the circumstances if he or she were not practicing through the professional corporation.
Joint and several liability, partnerships and limited liability partnerships
(6) If a professional corporation is in a partnership or limited liability partnership, the
shareholders of the corporation have the same liability in respect of the partnership or limited liability partnership as they would have if the shareholders themselves were partners.
4. All officers and directors of the corporation must be shareholders; and members in good standing of, and registered to practice with, the Certified General Accountants of Ontario.
