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Memorandum Of Association For Private Limited Company
"I need a Memorandum of Association for a Private Limited Company to be incorporated in Ontario by March 2025, with provisions for three classes of shares (including preferred shares for investors) and specific voting rights for our technology startup's founding team."
1. Name Clause: States the official name of the company as approved under the relevant corporate name regulations
2. Registered Office: Specifies the province in Canada where the registered office will be situated
3. Corporate Objects: Details the business purposes and activities the company is authorized to undertake
4. Share Capital: Describes the authorized share capital, including types of shares, rights, and restrictions
5. Share Rights and Restrictions: Detailed description of the rights, privileges, and conditions attached to each class of shares
6. Directors: States the number of directors (or minimum/maximum) and their basic governing provisions
7. Business Restrictions: Any specific restrictions on the business the corporation may carry on
8. Transfer of Shares: Basic provisions governing how shares may be transferred
9. Amendments: Provisions regarding how the memorandum may be amended
1. Pre-emptive Rights: Used when shareholders should have first right to purchase new share issuances - common in family businesses or closely-held companies
2. Foreign Ownership Restrictions: Required when the company operates in sectors with foreign ownership limitations or wants to maintain Canadian control
3. Special Share Provisions: Needed when creating complex share structures with multiple classes or special voting rights
4. Management Structure: Used when establishing specific management positions or structures beyond the basic director requirements
5. Borrowing Powers: Detailed provisions about corporate borrowing powers when specific limitations or authorizations are needed
1. Schedule A - Share Capital Structure: Detailed breakdown of share classes, numbers, and nominal values
2. Schedule B - Initial Directors: List of first directors with their addresses and occupations
3. Schedule C - Form of Share Certificate: Template of share certificates to be used by the company
4. Schedule D - Corporate Seal: Design and description of the corporate seal if adopted
5. Appendix 1 - Shareholder Rights: Detailed description of shareholder rights for each share class
6. Appendix 2 - Share Transfer Procedures: Detailed procedures and forms for share transfers
Authors
Technology
Manufacturing
Professional Services
Retail
Real Estate
Healthcare
Financial Services
Construction
Agriculture
Mining
Energy
Transportation
Entertainment
Education
Hospitality
Consulting
Legal
Corporate Governance
Executive Leadership
Board of Directors
Compliance
Corporate Services
Risk Management
Finance
Company Secretariat
Business Development
Corporate Lawyer
Company Secretary
Chief Executive Officer
Chief Legal Officer
Corporate Governance Officer
Board Director
Compliance Officer
Legal Counsel
Corporate Paralegal
Company Director
Managing Director
Chief Financial Officer
Corporate Services Manager
Business Development Manager
Risk Manager
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