Articles of Incorporation - Template, Sample Form

ARTICLES OF INCORPORATION

ARTICLE 1: Corporate Name

The desired name of the corporation is as follows:

________ Limited

ARTICLE 2: Province of Registered Office

The Province of Registered Office of the Corporation is hereby set as follows:

Ontario

ARTICLE 3: Range of Directors

The range of directors of the Corporation is hereby set as follows: ________ to ________.

ARTICLE 4: Name and Address of the First Directors

________, a Canadian resident of

________

ARTICLE 5: Restrictions on the Corporation

There are no business restrictions on the corporation.

ARTICLE 6: Other Matters

a) The corporation is limited to not more than fifty shareholders including the possibility that a specified share class may be held by more than one shareholder.

b) The corporation shall not have at any time any outstanding securities legally and beneficially owned by more than fifty shareholders, excluding employees and former employees of the corporation.

c) Any invitation to the public to subscribe for any shares or securities of the corporation is hereby prohibited.

Schedule/ Annexe

Description of Classes of Shares/ Description des catégories d'action

I) Common Shares:

One Class of Common Shares of an Unlimited Number

II) Special Shares:

Class A Special Shares of an Unlimited Number

Class B Special Shares of an Unlimited Number

Rights, Conditions and Restrictions of Each Class of Shares

1. COMMON SHARES

The Common Shares shall contain the following terms to which the holders thereof shall be bound:

1.1. RIGHTS

1.1.1) The holders of the section 1 classes of Common Shares shall be entitled to one (1) vote per class of common share held.

1.1.2) Voting rights entitle the holders thereof to attend at all meetings and to cast votes at any meeting of the shareholders, including but not limited to meetings for the purpose of electing directors of the Corporation.

1.1.3) The classes of Common Shares are fully participating.

1.2. DIVIDENDS

1.2.1) The Board of Directors of the Corporation can declare and pay dividends at their own volition, subject to the Corporation's solvency requirements under applicable law (or any consolidation, repeal, amendment or substitute therefor).

1.2.2) The Board of Directors has the discretion to declare and pay dividends on any class of shares to the exclusion of the other classes, and profits can be paid in proportions that the Corporation wishes.

1.3. WINDING UP / DISSOLUTION

1.3.1) In the event of the liquidation, dissolution or winding-up of the Corporation, whether voluntary or involuntary, or any other distribution of the property and assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the section 1 classes of Common Shares shall, subject to the rights, privileges, restrictions and conditions attaching to any other class of shares ranking in priority thereto, be entitled to receive the remaining property and assets of the Corporation on a pro-rata basis.

2. SPECIAL SHARES

The Special Shares shall contain the following terms to which the holders thereof shall be bound:

2.1. RIGHTS

2.1.1) The section 2 classes of Special Shares of the Corporation are non-voting, non-cumulative dividend shares; such non-voting shares preclude the holders thereof from receiving notice of any meeting of the shareholders, and precludes the shareholders from voting at any meetings, except as specifically provided under applicable law.

2.2. DIVIDENDS

2.2.1) The Board of Directors of the Corporation can declare and pay dividends at their own volition, subject to the Corporation's solvency requirements under applicable law (or any consolidation, repeal, amendment or substitute therefor).

2.2.2) The Corporation may pay non-cumulative dividends on either of the section 2 classes of Special Shares at a rate per share per annum not to exceed 15% of the amount equal to the amount recorded in the stated capital account maintained in respect of either of the section 2 classes of Special Shares, as applicable, divided by the total number of issued shares of either of the applicable section 2 classes of Special Shares.

2.2.3) The Board of Directors has the discretion to declare and pay dividends on any class of shares to the exclusion of the other classes.

2.3. RIGHT TO REDEMPTION BY THE CORPORATION

2.3.1) The Board of Directors of the Corporation shall at all times have the ability to redeem either class of the section 2 classes of Special Shares, in whole, or in part, provided that the relevant solvency requirements have been satisfied pursuant to applicable law (or any consolidation, repeal, amendment or substitute therefor).

2.3.2) The procedure for such redemption, including the giving of notice, if any, shall be determined by the directors, acting reasonably.

2.3.3) Subject to the price adjustment clause hereunder, the redemption price shall be the amount paid for such shares, notwithstanding the manner of payment, such price shall be together with any declared and unpaid dividends. The redemption price per share shall be the fair market value of the property, as determined by the Board of Directors, divided by the total aggregate number of issued shares of either of the applicable section 2 classes of Special Shares. Hereinafter the "Redemption Amount".

2.3.4) If only part shares are redeemed and the Corporation operates on a certificated-security basis, a new certificate shall be issued to the holder thereof for the number of shares which are not redeemed. Where permitted by applicable law, if the Corporation operates on an uncertificated-security basis, a new notice setting out the rights and number of shares held shall be delivered to the shareholder.

2.3.5) At the close of the redemption, the holder thereof shall have no further right to receive dividends or exercise any rights of the shareholders in respect thereof, subject to the Corporation not defaulting on payment and subject to full redemption.

2.4. RIGHT TO RETRACTION BY SHAREHOLDER

2.4.1) The holder of either class of the section 2 classes of Special Shares shall at all times have the ability to compel the Corporation to redeem either class of the section 2 classes of Special Shares, as applicable to the holder thereof, in whole, or in part, provided that the relevant solvency requirements have been satisfied pursuant to applicable law (or any consolidation, repeal, amendment or substitute therefor).

2.4.2) The holders of either of the section 2 classes of Special Shares shall deliver a notice to the Corporation outlining that they wish to exercise their right to retraction with particulars on the number of shares to be redeemed on a specific day.

2.4.3) The payment price shall be the Redemption Amount.

2.4.4) If only part shares are redeemed and the Corporation operates on a certificated-security basis, a new certificate shall be issued to the holder thereof for the number of shares which are not redeemed. Where permitted by applicable law, if the Corporation operates on an uncertificated-security basis, a new notice setting out the rights and number of shares held shall be delivered to the shareholder.

2.4.5) At the close of the retraction, the holder thereof shall have no further right to receive dividends or exercise any rights of the shareholders in respect thereof, subject to the Corporation not defaulting on payment and subject to full retraction.

2.5. PURCHASE FOR CANCELLATION

2.5.1) The section 2 classes of Special Shares, or any of them, may be purchased, in whole or part, for cancellation by the Corporation at its option and at any time and from time to time, provided that the relevant solvency requirements have been satisfied pursuant to applicable law (or any consolidation, repeal, amendment or substitute therefor).

2.5.2) Such purchase may be pursuant to tenders or, with the unanimous consent of the holders of all issued shares, as applicable, by private contract or otherwise.

2.5.3) The purchase price shall be the lowest price at which, in the opinion of the directors, such shares are obtainable plus all declared and unpaid dividends, but, in the case of either class of the section 2 classes of Special Shares, it shall not exceed the Redemption Amount.

2.5.4) If, in response to an invitation for tenders, shareholders submit tenders at the same price for more shares than the directors propose to purchase, then such tenders shall be accepted, if at all, on a pro-rata basis.

2.5.5) Upon such purchase, the Corporation shall adjust the stated capital account maintained for either class of the section 2 classes of Special Shares, as applicable.

2.6. PRICE ADJUSTMENT CLAUSE

2.6.1) Where the corporation (transferee) is issuing shares to a subscribing transferor-shareholder, the consideration for which is property transferred by the subscribing transferor-shareholder, who may be either an individual, a trust, or a Corporation, the subscription price for such shares shall be the value accorded by the transferee Corporation and the subscribing transferor-shareholder, which is to be determined in a fair and reasonable manner.

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2.6.3) In spite of the foregoing, if such alternate finding made by a taxing authority is subject to objection or to appeal, and if such objection or appeal is made by the transferee corporation and the subscribing transferor-shareholder, then the final determination as made at such objection or appeal shall be final and binding after all appeal rights have been exhausted by the transferee corporation and the subscribing transferor-shareholder.

2.6.4) Such value, however determined, shall be substituted for the value originally determined, and the subscription price and manner of payment shall be adjusted accordingly in order to ensure that the stated capital account of the shares being issued properly reflects the elected value of the property as so determined in the aforesaid manner.

2.7. WINDING UP / DISSOLUTION

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2.7.2) The holders of either of the section 2 classes of Special Shares shall not be entitled to share in any further distribution of the property of the Corporation.

2.7.3) The holders of the section 1 classes of Common Shares, as applicable, shall be entitled to receive the remaining net property of the Corporation.

Schedule/ Annexe

Restrictions on Share Transfers / Restrictions sur le transfert des actions

There are no restrictions or conditions on the transfer of shares in the capital of the corporation and a shareholder hereof may transfer same of their own volition.