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Memorandum and articles

In B.C., companies must have both a memorandum, and articles of association. These together form the "constitution" of the company, and govern the legal relationships among the directors, officers and shareholders. The memorandum will set out the name of the company, and the authorized share capital, together with the subscribers (who become the first directors and shareholders of the company).

The articles set out the rules for the conduct of the company. They will include many standard provisions to govern the procedures of the company. Some issues to consider would be:

  • What are the special rights and restrictions to attach to the shares?
  • Can a director appoint an alternative if she cannot be present?
  • Can you have directors' meetings by telephone?
  • Can you send notice of meetings by fax?
  • Can the company purchase its own shares?
  • What is quorum (minimum attendance required) for a general meeting of the shareholders?
Many people use the articles appended to the Company Act ("Table A") when incorporating a company on their own. Almost all lawyers agree that these are inadequate, however, and use their own standard articles, which give more flexibility and address the issues raised above.

choosing a name | kinds of shares | memorandum and articles | shareholders, directors, and officers | registered and records offices

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Legal disclaimer:  The information provided on Lawyers-BC.Com is not intended to be legal advice, but merely conveys general information related to legal issues commonly encountered. Your access to and use of this Web site is subject to additional terms and conditions.

This page last updated: August 26, 1999
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