Getting the founding documents right is the decision that shapes everything else: liability, ownership, funding and compliance all flow from how the business is set up. In Canada you can incorporate federally under the Canada Business Corporations Act (CBCA) or provincially under a statute such as Ontario's Business Corporations Act (OBCA), and many small businesses operate as a sole proprietorship or partnership instead. Clean founding documents save you from costly corrections later. These templates help you incorporate and govern your business on a solid footing.
Choose your legal document:
When to use these templates
When you incorporate a corporation. A corporation is created by filing articles of incorporation -- federally under the CBCA with Corporations Canada, or provincially under the relevant business corporations act. You will need articles, by-laws, the consents of directors and the organizing resolutions that set the company in motion.
When you set up a partnership. A general partnership or limited partnership is governed by provincial partnership law. The partnership agreement is the heart of it, setting out contributions, profit sharing, management and what happens on the departure of a partner.
When you contract with customers and suppliers. Service agreements, supply agreements, non-disclosure agreements and general commercial contracts fix scope, fees, confidentiality and termination, drawing on Canada's common law of contract (and the Civil Code in Quebec).
When ownership and control need to be agreed. A shareholder agreement -- including a unanimous shareholder agreement (USA) -- governs how a corporation is run between its owners: transfer restrictions, reserved matters, board seats and what happens on a deadlock or exit, supported by director and shareholder resolutions.
What you will find in this category
- Incorporation documents: articles of incorporation, by-laws, director and officer consents and organizing resolutions.
- Partnership agreements: contributions, profit sharing, management and admission or retirement of partners.
- Commercial contracts: service, supply and distribution agreements with scope, fees and termination.
- Non-disclosure agreements: one-way and mutual versions, with defined confidential information and survival periods.
- Shareholder agreements and resolutions: transfer restrictions, reserved matters, unanimous shareholder agreements and resolutions.
Legal framework and key points to watch
A corporation can be incorporated federally under the Canada Business Corporations Act (CBCA) through Corporations Canada, or provincially under a business corporations act such as the OBCA (Ontario), the BCBCA (British Columbia) or Alberta's Business Corporations Act. Federal incorporation gives a right to use the name across Canada but still requires extra-provincial registration in each province where the company carries on business. There is no minimum capital, but a CBCA corporation requires at least one director, and a proportion of directors must be resident Canadians for many federal and several provincial corporations, so check the residency rule that applies.
A partnership is governed by provincial partnership statutes: a general partnership exposes the partners to unlimited personal liability, while a limited partnership shields the limited partners. Commercial contracts rest on the common law of contract in the common-law provinces and on the Civil Code of Quebec in Quebec, and electronic records and electronic signatures are valid for most commercial dealings under PIPEDA and provincial electronic commerce acts, with limited exceptions such as wills and certain land documents.
Tax and compliance follow quickly. A business whose taxable revenue crosses the small-supplier threshold must register for and charge GST/HST (and provincial sales tax where it applies), and a corporation must keep its minute book and registers, file annual returns with the relevant registry and hold the meetings the statute requires. The common pitfalls are by-laws that conflict with the shareholder agreement, missing the Canadian-resident director requirement, and overlooked annual filings or extra-provincial registrations.
Why our templates
- Aligned with the Canada Business Corporations Act (CBCA) and provincial corporate statutes.
- Built with PIPEDA, provincial electronic commerce acts and GST/HST in mind.
- Reviewed by legal professionals, with consistent articles, by-laws and resolutions.
- Ready to use as PDF and Word, so you can file or adapt them immediately.
- Practical structure: guided fields for capital, shareholding, roles and reserved matters.