Incorporation application and notice of articles

How BC law treats it

Under the Business Corporations Act, SBC 2002, c 57 (BCBCA), a company is incorporated by filing an incorporation application with the Registrar of Companies (s. 10). The application confirms that the incorporators have signed an incorporation agreement and adopted articles, and it attaches the notice of articles. The Registrar then issues a certificate of incorporation. The notice of articles is the company's public profile (s. 11). It sets out the company's name, the addresses of its registered office and records office, the names and addresses of its directors, and its authorized share structure, including any special rights or restrictions attached to a class or series. When any of that information changes, the company must file a notice of alteration or a notice of change, depending on the change. The articles are different. They are the company's internal rules on matters such as share transfers, director powers, meetings and borrowing (s. 12). They are adopted by the incorporators and kept at the records office, not filed with the Registrar. A BC company does not need to state its purpose, and it has the capacity and the rights, powers and privileges of an individual of full capacity (s. 30). "Articles of incorporation" is the term used under the federal Canada Business Corporations Act and in US states. Searching that phrase for a BC company leads to the incorporation application and notice of articles.

What it means for your business

The notice of articles is public, so anyone can see a BC company's directors and share structure on a company search. Lenders, investors and buyers check it against the articles and minute book during due diligence, and inconsistencies delay closings. Founders should make sure the authorized share structure and the special rights in the articles match their plans before issuing shares, because later changes require resolutions and filings. Example: A BC startup preparing for a seed round discovers its notice of articles authorizes only one class of shares. Before closing, it passes a special resolution creating preferred shares, alters its articles and files a notice of alteration with the Registrar.

Risks and common mistakes

Assuming the articles are filed with the Registrar and are publicly available. Using the CBCA term "articles of incorporation" in BC documents. Failing to file a notice of change after a director resigns or is appointed. Issuing shares of a class that is not in the authorized share structure on the notice of articles. Letting the articles and the notice of articles drift out of line with each other.