Corporation
Corporation – A separate legal entity that has an existence at law that is separable from those who form it. It is a separate legal entity in the sense that it has an existence at law, but no material existence. * It is separate and distinct from its shareholders * A properly authorized agent may bind the corporation in contract with third parties. * Shareholders possess limited liability for the debts of the corporation, and creditors may look only to the assets of the corporation to satisfy their claims.
Director – a person elected by the shareholders of a corporation to manage its affairs. They are free to carry functions in accordance to corporation’s objects, but their powers are limited by any restrictions mentioned in articles of corporation.
Officers – a person elected or appointed by the directors of a corporation to fill a particular office (such as president, secretary, treasurer, etc.).
Methods of Incorporation 1. Royal Charter: The issue of the charter was for the purpose of creating a legal existence for the entity, to permit it to either operate as a monopoly or to own land. It was an exercise of king’s prerogative, and issue of charter gave the entity all the rights at law of a natural person. 2. Letters Patent: A government document that creates a corporation as a legal entity. Crown’s representative issues the incorporating document. 3. Special-Act: A corporation created by an Act of Parliament or a legislature for a specific purpose. The corporation has powers specially granted to it by the statute. If the corporation attempts to do something that is not authorized under the statute, the act is ultra vires (beyond the powers of) corporation and a nullity. 4. General-Act: A form of incorporation whereby a corporation may be created by filing specific information required by the statute. The document filed is known as Memorandum of Association. In Ontario, document filed is called articles of incorporation and
Director – a person elected by the shareholders of a corporation to manage its affairs. They are free to carry functions in accordance to corporation’s objects, but their powers are limited by any restrictions mentioned in articles of corporation.
Officers – a person elected or appointed by the directors of a corporation to fill a particular office (such as president, secretary, treasurer, etc.).
Methods of Incorporation 1. Royal Charter: The issue of the charter was for the purpose of creating a legal existence for the entity, to permit it to either operate as a monopoly or to own land. It was an exercise of king’s prerogative, and issue of charter gave the entity all the rights at law of a natural person. 2. Letters Patent: A government document that creates a corporation as a legal entity. Crown’s representative issues the incorporating document. 3. Special-Act: A corporation created by an Act of Parliament or a legislature for a specific purpose. The corporation has powers specially granted to it by the statute. If the corporation attempts to do something that is not authorized under the statute, the act is ultra vires (beyond the powers of) corporation and a nullity. 4. General-Act: A form of incorporation whereby a corporation may be created by filing specific information required by the statute. The document filed is known as Memorandum of Association. In Ontario, document filed is called articles of incorporation and