4.1 Organization and Start Up
4.2 Initial Reporting Requirements
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4.1 Organization and Start Up

Once the corporation has received its Letters Patent, a number of essential steps are required to be initiated so that the directors may properly administer the affairs of the corporation. Among these steps are:

• establishing directors’ quorum
• adoption of by-laws
• banking and financial arrangements
• adoption of corporate seal
• appointment of auditors
• appointment of officers

It may be advisable to retain the services of a lawyer who specializes in corporation law to ensure the corporation is properly organized and the directors understand their responsibilities. By having the corporation properly organized, you should eliminate a number of potentially serious problems in the future.

Should you decide to proceed with the organization of your corporation without the assistance of a lawyer, you should refer to the:

• Corporations Act
• Corporations Information Act

which may be purchased by mail order from:

Publications Ontario
50 Grosvenor St.
Toronto, Ontario
M7A 1N8
Telephone (416) 326-5300 or toll free 1-800-668-9938

For Personal Shopping call (416) 326-5324

In addition, detailed procedural information and precedents may be found in the:

• Ontario Corporation Manual;
• Ontario Corporations Law Guide; and
• Canadian Corporate Secretary’s Guide.

Theses are private publications and are usually available in the reference department of most public libraries.

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4.2 Initial Reporting Requirements

Within 60 days of incorporation you are required to file an Initial Return (see section 2 of the Corporations Information Act) with the:

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

Subsequently, within 15 days after every change that takes place in the information set out in the Initial Return, you must file a Notice of Change (section 4 of the Corporations Information Act) at the address above.

There is no fee for filing the Initial Return or the Notice of Change. The appropriate form is supplied to you at the time of incorporation. Additional forms may be obtained at the address above.

Note: Failure to file the Initial Return within the prescribed period of time may attract penalties for the corporation as well as for the directors and officers. Under the Corporations Information Act, upon conviction, each director and officer is liable to fines of up to $2,000 and the corporation may be fined up to $25,000. In addition, the charter (Letters Patent) of the corporation may be cancelled and the corporation dissolved.

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