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Chapter 7

Bill in the Blanks

1. Early on in the process of incorporation, an incorporator must choose between or federal jurisdictions.
2. Before filing the articles of incorporation, an incorporator must decide upon a word or
3. An obsolete type of pre-made corporation that involves lawyers and/or law clerks as incorporators and/or first directors is called a
4. In order to raise capital to carry on business, corporations sell
5. It is necessary to confirm the address of a corporation's registered office in order to receive of legal documents.
6. Incorporating a business involves first preparing and then articles of incorporation.
7. The number of directors of a corporation must be fixed where the articles of incorporation allow for voting.
8. After the properly completed articles of incorporation have been filed with the government, the incorporator(s) will receive a of incorporation.
9. There is no expectation for a corporation to complete a NUANS search when it will be incorporated with a name.
10. When incorporating her business, Pankitben decided that she would always be its only director. In section 3 of the articles of incorporation, she indicated that there will be a number of directors.

TRUE OR FALSE

1. The provincial incorporation fee is lower than the federal incorporation fee.
2. The names of the first directors of a corporation appear in the articles of incorporation.
3. The shares of non-offering corporations can be sold in the stock market.
4. Compliance with the private issuer exemption (NI 45-106) is important to simplify a corporation's obligations under the Securities Act.
5. In some circumstances it is possible for a newly created corporation to adopt a contract that was made before the corporation was created.
6. Changes to the original articles of incorporation can be made by filing additional updated versions of the same forms.
7. First directors of a corporation, who are not its incorporators, must complete a, Consent to Act as a First Director (OBCA Form 2) because they could potentially become liable for certain aspects of the corporation's business.
8. Because the OBCA deals with for-profit business, there is no reason to restrict the business of the corporation.
9. Section 6 of the articles of incorporation for Blastorex Corp states that the corporation has 100 class A shares and 100 class B shares. Therefore, Blastorex Corp must issue 200 shares in total.
10. A particular corporation has common and preferred shares. Therefore, it is not possible to create any further types of shares.

Chapter 8 Directors' and Shareholders' Resolutions

FILL-IN-THE-BLANK

1. Corporate statutes divide decision-making power between shareholders and
2. A formal decision made by the board of directors or by shareholders is made by
3. At the first director's meeting, either the director or named in the articles of incorporation can call the meeting.
4. Directors can appoint a secretary or a of the meeting to take minutes.
5. A meeting may be called at any time by the directors.
6. Shareholders entitled to vote on resolutions presented at a meeting must be provided with of the shareholders' meeting.
7. The authority given to a person to act for a shareholder at a shareholders' meeting is referred to as
8. An is passed by a majority of votes cast, 50 percent plus one.
9. A resolution passed by two-thirds majority of the votes cast at a meeting of shareholders is referred to as a
10. A single document can be circulated from one signatory to the next and signed in

TRUE OR FALSE

1. If there are only two directors, only one must be present to establish a quorum
2. Directors of the corporation call the meeting of shareholders.
3. If a record date is set, it must fall no more than 45 days before the meeting.
4. Notice does not have to be given to anyone who acquires shares after the record date.
5. Shareholders are entitled to one vote for each voting share they own.
6. An ordinary resolution is passed by the minority of votes cast.
7. An ordinary resolution is NOT required to pass annual business.
8. If no secretary is appointed, the chair alone can sign the minutes.