Articles of Incorporation in Canada: What They Include

Articles of incorporation are the document a government registry accepts to create your corporation. They fix its name, its share structure, its number of directors and any limits on what it can do. Every Canadian corporation has them, but each law names and files them a little differently.

Fees and rules checked on November 3, 2026 with Corporations Canada, Ontario.ca, Québec.ca and the federal, Ontario, Quebec and British Columbia corporate statutes. Government fees change; confirm them before you file. This article is general information, not legal advice on your situation.

What are articles of incorporation?

Articles of incorporation are the founding document of a corporation. You file them with a government registry, which then issues a certificate of incorporation. They set the corporation's name, the province of its registered office, the shares it can issue, the number of directors and any restrictions on its business or on share transfers.

Think of the articles as the part of the corporation's rules that the public registry holds. Day-to-day rules, such as how meetings are called or who signs cheques, usually sit in the by-laws instead. The articles change only through a formal amendment, so what you write on day one tends to stay for years.

Under the federal Canada Business Corporations Act (CBCA), the articles must follow the form fixed by the Director of Corporations Canada. Ontario's Business Corporations Act (OBCA) uses the same name and the same logic. Quebec's Business Corporations Act calls them articles of constitution, and British Columbia uses a different set of documents altogether, as explained below.

What must articles of incorporation include?

Federal articles must state six things: the corporation's name, the province of its registered office, the share classes and any maximum number of shares, any restrictions on issuing or transferring shares, the number of directors or a minimum and maximum, and any restrictions on the businesses it may carry on. Ontario and Quebec require similar content.

Section 6(1) of the CBCA lists those six items. Section 6(2) adds that the articles may also include any provision the law allows in the by-laws. Quebec's statute goes further on two points: the articles must name each founder and give their address, and they must state the par value of shares, if any, and any limit on share capital.

Ontario's section 5(1) is shorter on purpose: the articles "must be in the form approved by the Director" and contain the information the Act, the regulations or the Director require. In practice the Ontario Business Registry form asks for the same core items as the federal one, including the first directors. Ontario adds a practical duty: the corporation keeps at its registered office the written consent of each first director who is not an incorporator.

The choices that cause trouble later are almost always about shares. A single class of common shares is simple, but it leaves no room for a partner who wants dividends without votes, or for family members in a tax plan. Creating several classes at the start costs nothing extra in government fees, while adding them later requires an amendment.

Is the certificate of incorporation the same as the articles?

No. The articles are the document you file; the certificate of incorporation is what the registry issues once it accepts them. The corporation legally exists from the date shown on the certificate. Financial institutions often ask for copies of both, because the certificate proves existence while the articles show the share structure and powers.

The federal Act is explicit: on receipt of the articles, the Director "shall issue a certificate of incorporation" (section 8), and the corporation "comes into existence on the date shown in the certificate" (section 9). Ontario merges the two on paper. Under section 6 of the OBCA, the Director endorses the articles with a certificate, and that endorsement constitutes the certificate of incorporation.

In Quebec, the Registraire des entreprises issues a certificate of constitution and gives it a date. The corporation is constituted at the date, and if applicable the time, written on that certificate, and becomes a legal person from that moment. British Columbia's registrar records the name, incorporation number, date and time of incorporation on the certificate.

Keep the two documents together. A certificate without the articles does not tell a buyer, a lender or a new shareholder which classes of shares exist or what rights they carry.

How do you file articles of incorporation?

You file articles of incorporation online with the registry of the jurisdiction you choose: Corporations Canada for a federal corporation, the Ontario Business Registry for Ontario, or the Registraire des entreprises for Quebec. You pay the government fee, attach the required notices, and the registry issues the certificate, usually within a day online.

The filing package is a little different in each jurisdiction:

1. Federal. The incorporator sends the articles with the notice of registered office and the list of directors. The federal name search is now part of online incorporation, so a separate Nuans report is no longer needed for a word name.
2. Ontario. You file the articles through the Ontario Business Registry. The registry endorses them with the certificate on filing.
3. Quebec. The founders sign the articles of constitution and file them with the list of directors, a notice of head office address and a declaration on the name, or with the initial declaration instead of the first two.

Sources: Corporations Canada fees and processing times, the Ontario fee schedule updated September 29, 2026, the Quebec Registraire des entreprises fee page for business corporations and its service statement for processing times (both in French). Professional fees, if you use a lawyer or a service, come on top.

Which jurisdiction to pick is a separate decision with real consequences for name protection, French-language rules and director requirements. We compare the options for a Quebec business in federal or provincial incorporation in Quebec.

What are articles of incorporation called in Quebec and British Columbia?

In Quebec they are called articles of constitution in English and statuts de constitution in French, filed under the Business Corporations Act. British Columbia does not file articles at all to incorporate: you file an incorporation application with a notice of articles, while the articles are the company's internal rules.

Quebec's version comes with two deadlines that catch founders off guard. If you file the articles together with the initial declaration, Québec.ca gives you 48 hours after sending the articles to send that declaration. If you file them with the head office notice and list of directors instead, you have 60 days. Québec.ca also warns that once the articles are published in the register, the corporation can no longer be cancelled except by a court judgment, so make sure a business corporation is really what you want.

British Columbia works differently. Under the provincial Business Corporations Act, one or more persons form a company by signing an incorporation agreement and filing an incorporation application with the registrar. The application contains a notice of articles, which shows the name, the directors, the registered and records offices, the authorized share structure and whether each class carries special rights or restrictions. The articles themselves set the company's rules of conduct, including restrictions on its business and the special rights attached to each share class, and they are kept by the company rather than filed to incorporate.

That difference matters when someone outside BC asks for "the articles of incorporation" of a BC company. What they often need is the certificate of incorporation and the notice of articles, and sometimes the articles as well. After incorporation, the originally signed articles and incorporation agreement go to the company's records office.

How do I get a copy of my articles of incorporation?

Order a copy from the registry that incorporated you. Corporations Canada provides federal copies free online, or about $5 per document by email or mail. Ontario charges about $3 per document through the Ontario Business Registry. In Quebec, the Registraire des entreprises charges about $5 per copy and about $39 for a certified copy.

You need the corporate name and the corporation number for a federal request, and the Quebec enterprise number (NEQ) for a Quebec one. A certified copy comes with the registry's confirmation that it matches the document on file. Corporations Canada notes that some institutions, such as courts, may require one.

Sources: Corporations Canada, order copies of corporate documents, the Ontario fee schedule linked above, and the Quebec Registraire des entreprises fee page for other products and services (in French). For Quebec, the request form and the meaning of each certificate are on Québec.ca.

Before you pay a registry, look in your own records. In Quebec, any shareholder can also ask the corporation for a free copy of the articles, by-laws and any unanimous shareholder agreement. The corporation must keep its articles, by-laws and their amendments at its registered office or another place designated by the directors: in Canada under section 20 of the CBCA, in Ontario under section 140 of the OBCA. Those records belong in the corporation's minute book, which is also one of the first things a bank, an investor or a buyer will ask to see.

What is the difference between articles, by-laws and a shareholder agreement?

The articles create the corporation and fix its structure; they are filed with the registry and are hard to change. The by-laws set internal operating rules, are adopted by the directors and confirmed by the shareholders. A unanimous shareholder agreement is a private contract among all shareholders that can restrict the directors' powers.

The three documents fit together in a hierarchy. Section 6 of Quebec's Act states it plainly: in a conflict, the articles prevail over the by-laws. Both the federal and Quebec statutes also allow the articles or a unanimous shareholder agreement to require a larger vote than the law for some decisions, with one exception: they cannot make it harder to remove a director than the Act allows.

Federally, section 103 of the CBCA lets the directors make, amend or repeal by-laws by resolution, but they must submit the change to shareholders at the next meeting, where it can be confirmed, changed or rejected. That is why routine rules belong in the by-laws and only structural choices belong in the articles.

Can you change your articles of incorporation?

Yes. Articles are changed by a special resolution of the shareholders, followed by articles of amendment filed with the same registry, which issues a certificate of amendment. Common reasons include a new name, new share classes for an investor or a family trust, or a different number of directors.

Section 173 of the CBCA lists what can be amended that way, and Ontario and Quebec follow the same pattern. Because each change costs a filing fee and a shareholder vote, it pays to think about likely needs before the first filing. We cover the process, the fees and the traps in our guide to amending articles of incorporation.

FAQ about articles of incorporation

Are articles of incorporation public?

Yes, in practice. Corporations Canada lets you order copies with just the corporate name and number, Ontario sells document copies through its registry, and Quebec files the articles in the public enterprise register under the corporation's NEQ. Anything you write in the articles, including share restrictions, should be written on the assumption that others will read it.

Who signs the articles of incorporation?

The incorporators sign and send them. Federally, the CBCA says an incorporator sends the articles to the Director. In Quebec, the articles are signed by the founders, who can be individuals able to act as directors or a legal person. In British Columbia, each incorporator signs the incorporation agreement before the application is filed.

Can one person incorporate alone?

Yes. Quebec's Act allows a corporation to be constituted by one or more founders, and British Columbia's allows one or more persons to form a company. Federally, a corporation needs one or more directors, so the founder can also be the only director. A sole founder still needs a share structure that leaves room for future partners or family members.

What is a numbered company?

A numbered company uses a number assigned by the registry instead of a word name. In Quebec, the designating number is a number followed by the word Québec and the particle inc. Choosing a number skips the name rules and the name declaration. You can still operate under another name if you declare it to the registry.

How long does it take to get a certificate of incorporation?

Online, it is fast. Corporations Canada lists 1 day for an online federal incorporation, or 4 hours with the express option, Ontario lists immediate processing for online incorporation, and Quebec's registry processes articles in 2 business days, or 1 at the priority rate. The slow part is usually preparing the articles and share structure correctly.

Do I need a lawyer to file articles of incorporation?

No law requires one, and all three registries accept online filings from founders. The risk is in the choices, not the form: share classes, transfer restrictions and director numbers are hard to undo. A lawyer or an incorporation service is most useful when there are several shareholders, investors, or a family tax plan.

Get your articles right the first time

Most problems with articles show up years later, when an investor arrives, a partner leaves or a bank asks for documents the minute book does not contain. Lexstart handles Quebec and federal incorporations online, with the articles, the initial resolutions and a digital minute book included from day one. Not sure which structure fits your project? Talk to our team.