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Articles of association are critical documents to corporate operations, as they may regulate both internal and external affairs. [1] Articles of incorporation, also referred to as the certificate of incorporation or the corporate charter, is a document or charter that establishes the existence of a corporation in the United States and Canada.
The articles of incorporation can provide for different classes of shares [8] (which may carry the right to elect separate directors). [9] Like most of the Commonwealth and Europe, the "one share, one vote" principle prevails in public companies, but cumulative voting can occur where the articles of incorporation so provide. [10]
The Act was legislated based on a task force report organized in 1967 to provide the first comprehensive review of federal corporate law since 1934. [1] It received royal assent on 24 March 1975, [2] and came into force on 15 December 1975.
By convention, most common law jurisdictions divide the constitutional documents of companies into two separate documents: [1]. the Memorandum of Association (in some countries referred to as the Articles of Incorporation) is the primary document, and will generally regulate the company's activities with the outside world, such as the company's objects and powers.
A certificate of incorporation is a legal document/license relating to the formation of a company or corporation. It is a license to form a corporation issued by the state government or, in some jurisdictions, by a non-governmental entity/corporation. [1] Its precise meaning depends upon the legal system in which it is used.
An unlimited liability corporation (ULC) within Canadian corporate law is a Canadian corporation designation, wherein shareholders are liable up to unlimited amounts for any liability, act or default of the corporation.
[26]: 15 Prior to joining the harmonized corporate tax system in 2009, Ontario had a number of anomalies in its "tax base relative to the federal definition" with the most significant being that Ontario took the American approach to determining the residence of a corporation by basing it on the jurisdiction of incorporation. [26]: 15
The articles of organization document typically includes the name of the LLC, the type of legal structure (e.g. limited liability company, professional limited liability company, series LLC), the registered agent, whether the LLC is managed by members or managers, the effective date, the duration (perpetual by default in most states), and the ...
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