The Methods of Incorporation in Canada

Throughout the course of history, many methods of incorporation have come about in Canada. These methods are:

  • Special Acts
  • General Acts
  • Royal Charters

Under General Acts there are three method of incorporation, namely:

  • Articles of Incorporation
  • Letters Patent
  • Memorandum of Association

Special Acts

Special Acts became a prominent method of incorporation close to the end of the 19th century and were primarily used to incorporate entities that served a particul (often quasi-public) purpose such as railroads and telecomunications infrastructure.

Effectively, special acts are often used for the incorporation of crown corporations.

Royal Charters

Royal Charters are the oldest form of incorporation in Canada. Royal charters were used to incorporate certain chartered monopolies such as the Hudson’s Bay Company.

General Acts

General Acts are the current and primary method of incorporation in Canada. Within the scope of General Acts fall:

  • Articles of Incorporation
  • Letters Patent
  • Memorandum of Association

Example of General Acts governing incorporation include:

  • Quebec’s Companies Act, RSQ c. C-38.
  • Canada’s Canada Business Corporations Act, RSC 1985, c. C-44.
  • British Columbia’s Business Corporations Act, SBC 2002, c. 57

Each province, along with the federal government of Canada, uses one of the foregoing methods of General Acts to incorporate companies.

Articles of Incorporation are far and away the most popular form of incorporation in Canada, being the method of federal incorporation and that of 11 provinces and territories, namely:

  • Alberta
  • Britich Columbia (note that BC refers to Notice of Articles rather than the more common Articles)
  • Manitoba
  • New Brunswick
  • Newfoundland and Labrador
  • Northwest Territories
  • Nunavut
  • Ontario
  • Quebec
  • Saskatchewan
  • Yukon

Letters Patent are used only by Prince Edward Island.

Memorandum of Association are used only by Nova Scotia.