How to Register a Corporation: Forms and Guidelines

Complete the forms for Name Reservation and Articles of Incorporation for a Corporation and request for service. Be sure to refer to any guidelines that accompany each of these documents.

On the companies office website, find the information so that you can properly calculate fees. Make sure that you do this accurately.

Read the instructions and guidelines on the forms carefully. Make sure that you set only the restrictions that you feel appropriate in drafting the forms, and that your corporation is set up in the articles so that it complies with any restrictions you place on it.

Also, read this assignment carefully and follow the instructions. If there is anything you are notcompletely sure that you understand, call me. In the appendix to Moodle You are provided with a sample document that shows how to word some of the share classification, but this precedent goes beyond what you need to do for theexercise. You are free to use everyday language to describe the characteristics of the shares.

Part A requires you to complete the documents as identified. Part B requires you to answer the questions following.

Individually, or in a group of not more than two students, prepare the following documents for registration at the Companies Office of Manitoba:

Articles of Incorporation for a share capital corporation (10 marks)

Name Reservation which involves filling out the forms as set out in the form “Instructions for Registering a Business name (2 marks)

Request for Service (for filing articles) (1 mark)

You may name the corporation whatever you want, but make sure that it complies with the guidelines for business names (see the appendix). You must name the corporation; a numbered corporation is not acceptable for this exercise.

Put your name(s) in as first directors and incorporators, and put in an artificial address. Create at least two classes of preferred shares and two classes of common shares. The preferred shares should have the following characteristics:

1. Entitled to dividends, with one class having priority over the other, and with both classes having priority over the common share classes
2. Each class must have a set value for dividends
3. No voting rights
4. No right to share of assets on dissolution
5. Both classes redeemable
6. One class retractable

The common shares should have the following characteristics:

1. Voting rights, with one class having more votes per share than another
2. Entitled to dividends if there is sufficient profit and Board decides to grant same
3. Equal share of assets on dissolution Identify the number of directors, put in restrictions on share transfers and business and add other provisions as you see fit. Your forms may be handwritten. When you add a schedule for the box in paragraph 6 on the Articles of Incorporation form, please type it, or include a word processed document.

1. Is your corporation a public or private corporation? Why do you feel that it is public or private? (1 mark)
2. You are a director in XYZ Corporation. You are also a director in ABC Corporation, a company with which XYZ Corporation wants to do business. What are your obligations to XYZ Corporation? Why? (2 marks)
3. If someone wants to change the purpose of a corporation from selling computers to rental of office space, what protection does a shareholder with no voting rights have if they feel that this will be harmful to the profits of the corporation? What rights does a shareholder who votesagainst the change have if they feel that it will be harmful to the profits of the company? (2 marks)
4. Explain the indoor management rule and give an example which relates to your corporation. (1 mark)
5. Identify one advantage and one disadvantage which your corporation has, compared to a partnership. (1 mark)