Prepare By-Law No. 1 dealing with general operating matters e.g., meetings, notice, quorum, officers, proxies, execution of documents and other matters of a continuing nature (see the link to a sample By-Law No. 1 in the Resources section of this How-To Brief) and any other by-law that is required (e.g., By-Law No. 2 dealing with borrowing and the pledging of the assets of the corporation as security).
Prepare initial written resolutions of the directors (or prepare minutes if a meeting is held) to pass the by-laws, allot and issue shares, appoint officers, approve a sample share certificate, approve the corporate seal (if any), determine the fiscal year end and pass any other director’s resolutions that may be necessary or appropriate.
Prepare initial written resolutions of the shareholders (or prepare minutes if a meeting is held) to ratify by-laws, elect permanent directors, appoint auditors or accountants (as the case may be) and pass any other shareholder’s resolutions that may be necessary or appropriate.
In Ontario, file with the Ontario Ministry of Government Services a Form 1, Initial Return, pursuant to the Corporations Information Act.
If a federal corporation is formed, it is necessary to register the corporation in those provinces in which the corporation intends to carry on business.
Provide advice to the client as to whether a shareholders’ agreement or unanimous shareholders agreement is appropriate and, if so, the options available in that regard. (See links to the sample unanimous shareholder agreement and sample shareholder agreement in the Resources section of this How-To Brief.)