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32 Cards in this Set
- Front
- Back
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Articles of Continuance |
A document for continuing a corporation in a new jurisdiction (in other words, for completing the transfer of a corporation from one jurisdiction to another); the articles are registered in the new jurisdiction |
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Articles of Dissolution |
A document for dissolving a corporation |
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Record Date |
A date, fixed in advance, for determining which shareholders are entitled, for example, to receive payment of a dividend or notice of a shareholders' meeting; the entitlement extends only to those who are shareholders on the record date |
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Certificate of Incorporation |
Certification by the relevant government office (in the case of Ontario corporations, the Companies and Personal Property Security Branch) that the corporation's articles have been accepted and registered, including the date of incorporation and the corporation number. This endorsement at the top of the first page or by separate piece of paper is conclusive proof of the incorporation |
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Corporate Seal |
An impression on paper bearing the corporation's name and the name of the statute under which it was incorporated; the impression, which is produced by a simple hand-operated device, denotes the corporation's assent to the document on which it appears |
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Share Certificate |
A document that provides evidence of ownership of a portion of a corporation by a shareholder |
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Endorse |
Sign, usually on the reverse of the document, to provide instructions re payment or transfer of the rights associated with the document, such as a security (ex. a share certificate) or a negotiable instrument (ex. a cheque) |
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Uncertificated Security |
Where a share, or document of ownership, is not in the form of a certificate |
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Minute Book |
A binder in which major corporate documents are kept |
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By-Laws |
Internal documents regulating the business or affairs of the corporation, passed first by the directors and then by the shareholders |
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Subordinate |
Lower in hierarchy or importance |
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Ordinary Resolution |
A resolution passed by a simple majority of the votes cast (50 percent plus one) |
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Repeal |
Revoke, annul, cancel, withdraw |
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Registered Office |
The address indicated in corporate documents as (i) one of the main places for maintaining corporate documents for inspection, where appropriate, and (ii) where one may serve or deliver documents that are intended to come to the attention of a director |
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Resolution |
In the case of corporate documentation, a formal decision made by directors or shareholders, as applicable to the matter being decided, either at a meeting, or documented by the signatures of all those entitled to vote |
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Special Resolution |
A resolution passed by a two-thirds majority of the votes cast at a meeting of shareholders called with details of what is to be considered at that meeting |
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Security Agreements |
Agreements in which assets are pledged to secure the performance of an obligation |
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Share Subscription |
Request to purchase shares (in non-offering corporations only)
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Treasury |
The notional bank of authorized but not yet issued shares in the capital stock of the corporation |
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Operation and Verification of Account Agreement |
One of the documents generally required by a bank or other financial institution from which the corporation plans to operate an account for signature. This document normally covers clauses related to who can write and deposit cheques, make authorized requests and the like |
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Certificate of Incumbency |
A certificate signed by the shareholder of the corporation on the corporation's behalf, setting out directors |
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Fiscal Year |
The year within which the Corporation operates; the last day of that year is usually called the fiscal year-end. Need not end on a calendar year end, but should be a date at which it is handy to count inventory, confirm the bank balance, and the like |
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Shelf Corporation |
A corporation formed by the law firm for ease of convenience when one is needed; now more of an outdated concept with the advent of various and speedier ways of incorporating than had been on the rough for the 25th year |
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Quorum |
The minimum umber of members of a body who must be present for its transactions to be valid |
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Securities Register |
A statutorily mandated list of all of a corporation's shareholders and other security holders, providing details such as the number and type of securities held by each holder and the dates they were issued |
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Debt Oblications |
Securities entitling the holder to repayment, such as a bond or debenture |
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Warrants |
Securities that give on the right to purchase shares |
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Cumulative |
Adds totals as it continues |
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Statutory Declaration |
A written statement of facts on oath |
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Transfer Agent |
An agent (usually a trust company) appointed by a corporation to keep its shareholder records, issue share certificates and dividend cheques, and related activities |
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Unanimous Shareholder Agreement |
An agreement by all of a corporation's shareholders to exercise their corporate rights in a certain fashion; has the power to restrict in whole or in part the ability of the directors to manage the corporation |
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Transferee |
Person to whom something is being transferred |
