Articles of Incorporation vs Corporate By-Laws

Описание: When incorporating a company, the incorporators establish the corporation’s attributes as to ownership, control, management and operations of the company. Those corporate attributes tend to be set out in two primary incorporation documents, being the Articles of Incorporation and the Corporate By-Laws.
So what differentiates these two incorporation documents?
Only the Articles of Incorporation are filed with the government’s corporate registry and are limited to those aspects prescribed by the government’s forms for incorporation.
Conversely, the by-laws are not filed with the government and tend to be far more extensive, having no requirements as to their parameters.
And since the by-laws aren’t filed with the government, the corporation’s officers control who has viewing access, unlike the Articles of Incorporation which are publicly accessible through the jurisdiction’s corporate registry.
The Articles of Incorporation thus sets forth specified key attributes of the corporation prescribed by the jurisdiction’s governing authority and determined by the corporation’s incorporators. Among the attributes that the governing authority might require to be specified in the Articles of Incorporation would be the number of directors that the corporation is permitted to have, the number and classes of shares, the specific attributes of particular share classes, any restrictions that the corporation might have with conducting a particular business and any further rules or provisions ascribed to the corporation.
And as previously noted, the corporation’s by-laws tend to be far more expansive, addressing a far broader array of topics and typically with far greater depth and specificity. Topics tend to include matters pertaining to directors, officers, remuneration, directors’ meetings, shareholders’ meetings, shares, dividends, financial year, notices, execution of corporate documents and financing matters.
Understanding these differences as between these two very important incorporation documents is essential to ascertain the particular attributes of the corporation and where they are set out.
And as a Calgary corporate lawyer, we deal with a broad array of corporate law and governance matters for corporations across Alberta and Canada, given the legal complexities that all too often follow a business' incorporation, including corporate commercial disputes and corporate governance.
For more practical insights pertaining to incorporating a business as a company visit us at https://www.LawyerIncorporation.com and for more expansive insights into our law firm's legal practice visit us at https://www.neufeldlegal.com.
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Articles of Incorporation versus Bylaws
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