3.1 Pre-incorporation Considerations
3.2 Completion of Application - General Comments
3.3 Head Office
3.4 Directors
3.5 Definition of Objects
3.6 Objects - Charities
3.7 Ancillary Powers
3.8 Special Provisions
3.9 Supporting Documents
3.10 Checklist
3.11 Timing
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3.1 Pre-incorporation Considerations

At this point, you should consider whether the activities or undertaking of the proposed corporation may come under the supervision or regulation of, or be of interest to a ministry or an agency of the government. In particular:

• Will the corporation seek financial assistance from the Government?
• Are the proposed activities of the corporation regulated by a ministry or agency of the government?
• Will the corporation engage in activities that would supplement services provided by a ministry or agency of the government?

If the answer to any one of the above questions is "yes", then it may be wise to consult the appropriate ministry or agency prior to completing the application. Some ministries or agencies may require that you contact them prior to incorporation and some may also offer assistance in drafting objects for the proposed corporation.

Such consultation with the regulating bodies may, in the long run, save you time, inconvenience and expense.

For example:

• if the corporation is to operate a kindergarten or a nursery school, home for children or a day care service, you should consult the Ministry of Community and Social Services;
• if the corporation is to provide a home for the aged, you should consult both the Ministry of Community and Social Services, and the Ministry of Municipal Affairs and Housing;
• if the corporation is to provide cultural or citizenship programs you should consult the Ministry of Citizenship, Culture and Recreation;
• if the corporation is to provide education or training programs you should consult the Ministry of Education and Training;
• if the corporation is to be a charity, you should consult the Office of the Public Guardian and Trustee (Ontario) and Revenue Canada, Taxation; (see Part 6 of this Handbook).
• if the corporation is to provide health care services or to engage in related activities or if the corporation is to be an association of health care professionals, you should consult the Ministry of Health;
• if the corporation is to provide prisoner rehabilitation services you should consult the Ministry of the Solicitor General and Correctional Services.

Note: This is not an exhaustive list of instances where other Ministries are to be consulted.

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3.2 Completion of Application - General Comments

The application must be in the form prescribed by the Regulations and may be obtained from:

Corporate Services Section
Companies Branch
Ministry of Consumer and Commercial Relations
393 University Avenue
Suite 200
Toronto, Ontario
M5G 2M2
Telephone (416) 314-8880 or toll free in Ontario 1-800-361-3223

Detailed instructions for completion accompany each set of application forms and those instructions are not repeated in the Handbook. The information in this Handbook is more general and is intended to clarify and supplement the instructions that are supplied with the application forms. (See Appendix "A" sample application for incorporation).

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3.3 Head Office

Every corporation is required to have a head office in Ontario (section 277 of the Act). This does not necessarily mean that a corporation must own or lease a special building or a suite of offices. The intention of the Act is to have an address formally designated as the head office of the corporation where certain records are kept (section 304 of the Act) and where the corporation may be reached by an interested party. Some incorporators use their home address for this purpose and accordingly that address is set out in Item 2 of the application for incorporation.

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3.4 Directors

The first directors, not fewer than three (section 283 of the Act) individuals named as directors in the Letters Patent, are the directors of the corporation until replaced by other individuals duly elected in their stead (section 284 of the Act). The first directors of the corporation have all the powers, duties and liabilities of directors that are elected to the board.

The office of director is not only an office that accords prestige to the person who holds it, it also places on that person responsibilities and even liabilities. Accordingly, any person accepting a directorship should be prepared to assume the responsibilities that go with the director’s office.

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3.5 Definition of Objects

Objects are a concise statement of the ultimate purpose of the corporation from which flow the powers of the corporation.

Content of Objects

The principal objects, that is objects which describe the primary undertaking of the corporation, should be the first statement, followed by secondary objects, if any.

The objects should not be an enumeration of the proposed activities and/or the aims of the corporation. It is advisable to keep the objects statement short but broad in nature, (except for charities, see Part 6 of this Handbook), since a general object will include the particulars normally included in that sort of undertaking. On the other hand, the objects should be sufficiently specific so as to avoid ambiguity.

Examples:

• The objects for a community youth organization might be drafted as follows:
  The establishment and operation of a youth organization for the purpose of:
• • promoting the best interests of teenagers in the Town of Kenora;
  • promoting interest in athletics, sports and recreation and establishing and maintaining facilities and equipment for same.
  • and other complementary purposes not inconsistent with these objectives.

• The objects of a ratepayers’ association might be drafted as follows:
  The establishment and operation of a residents’ association for the purposes of
• • fostering and advancing the interests of the residents of the community of Central Don Mills;
  • carrying on research and investigation into problems connected with ownership and development of real property in the community.

• The objects of a social club, with premises, might be drafted as follows:
  The establishment and operation of a social club for the purpose of
• • promoting social and recreational activities among the members of the corporation;
  • providing recreational facilities and a club house for the accommodation of members of the corporation and their guests.

See Appendix "D" Draft Standard Clauses for Non-profit non-charitable, non-regulated corporations under Part III of the Corporations Act.

Note: Clause 4 of the application must contain objects only and not powers or special provisions.

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3.6 Objects - Charities

See Part 6 of this Handbook.

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3.7 Ancillary Powers

All corporations automatically acquire ancillary or supplementary powers (section 23 (1)(a) to (p) and (s) to (v) of the Act), unless withheld in the Letters Patent or Supplementary Letters Patent. Ancillary powers, if any, should be included in clause 5 of the application under Special Provisions.

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3.8 Special Provisions

The applicants may ask to have embodied in the Letters Patent any provision that may be made the subject of a by-law of the corporation (section 119(2) of the Act). However, this may not be desirable in most circumstances as subsequent changes to such provisions may be effected by Supplementary Letters Patent only. The contents of the by-laws of the corporation are governed by sections 129 and 130 of the Corporations Act.

Some items that may be included in the special provisions section are:

• Borrowing powers (see wording in section 59)
• Distribution of assets
• Directors: terms / remuneration
• Membership qualification
• French or foreign version of name
• Other powers

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3.9 Supporting Documents

In certain circumstances an application for incorporation must be accompanied by certain supporting documents. For example, if at the time of making the application there exists an unincorporated organization, a "Consent and Undertaking" (see Appendix "E") is required; or if it is desired to incorporate a service club, such as Civitans, Kiwanis, Knights of Columbus, Lions, Rotary, etc. a consent from the "parent" organization must be obtained and enclosed with the application.

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3.10 Checklist

• Have you fully completed all items in the application and, if not applicable, so stated?
• Have you enclosed with the application
• • the original of the Ontario biased NUANS Name Search Report?
  • a cheque for the appropriate amount made payable to the Minister of Finance?
  • the appropriate supporting documents, if required?

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3.11 Timing

An application for incorporation is usually processed within approximately 8 weeks of receipt in the Branch. The Letters Patent will bear the effective date as of the date of delivery unless the application is returned for revision, in which case Letters Patent will bear an effective date as of the date of redelivery to the Companies Branch, provided the application is correct.

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