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Miscellaneous Topics |
Registered Office
The registered office of a corporation is where the registers and records of
the corporation must be kept. For an Ontario incorporation, the office must
be located
in Ontario. A rural route number may be used but not a post office box number.
Most small businesses have their registered office either at the primary place
of business, or at the home of the principal.
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Restrictions on Business Activities
An Ontario corporation has the capacity, rights, powers and privileges of a natural
person. However, its activities can be voluntarily restricted, either initially
or after incorporation. Generally, corporations do not place any restrictions
on business activities in their Articles of Incorporation.
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Additional Provisions in the Articles of Incorporation
Essentially, anything can be put into the Articles of Incorporation that might
otherwise be the subject of a by-law of the corporation. For example, sometimes
Borrowing
and
Mortgaging Provisions may be included in the Articles.
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Private Corporation Restrictions
A fundamental distinction can be made between what are called
'private' or 'closely-held' corporations and 'public' corporations.
In general, a public corporation offers its shares to the public,
either through the stock market or privately. In order to protect
the public, the government has imposed special rules, notably about
disclosure, on these corporations. These rules are complex and
require much paperwork and effort.
As a result, most small businesses incorporate as 'private' companies
that do not offer shares to the public. Three common restrictions
are added to the Articles of Incorporation to ensure that securities
legislation does not apply. First of all, the number of shareholders
(excluding employees) is limited to 50 or fewer. Secondly, shares
cannot be offered to the public. And finally, restrictions are
placed on the transfer of shares.
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Fiscal Year End
The fiscal year end of the corporation should be set in conjunction with your accountant.
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