Instructions for completing Form 2 – Initial Registered Office Address and First Board of Directors

You are providing information required by the CBCA. Note that both the CBCA and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

Item 1: Corporate name

Provide the name of your corporation as indicated in the articles of the corporation.

Item 2: Address of registered office

This is where you must keep your corporate records and where official documents will be served on the corporation. Choose an address where you will be sure to receive any documents that are sent there since, legally, they will be assumed to have been received by the corporation.

Caution

The registered office address, even if it is also a residential address, is corporate information that is public (see Public disclosure of corporate information) and will be published in the Corporations Canada online database.

Indicate the street name and number, city, province or territory, and postal code of the registered office.

Note

  • The registered office address cannot be a post office box.
  • The address must be within the province or territory as indicated in the articles of the corporation.

Item 3: Additional address

If you want annual return reminder notices and other general correspondence from Corporations Canada to be sent to a different mailing address, other than the registered office address, indicate it here. An additional address is really only useful if the corporation wants another organization, such as a law firm, to file documents on its behalf.

Note

You can also subscribe to receive Annual return reminder emails.

Item 4: Members of the board of directors

Directors must provide either a residential address or an address for service that is not their residential address. An address for service is an address where legal documents must be accepted by the director or someone on the director’s behalf.

Caution

The names and addresses of directors, even if the address of a director is also a residential address, are corporate information that is public (see Public disclosure of corporate information) and will be published in the Corporations Canada online database.

Indicate the first and last name, as well as the address, of each member of the board of directors, including the date when the individual became a director.

Note

  • The address cannot be a post office box.
  • The number of directors must correspond with the minimum and maximum number, or fixed number, of directors indicated in the articles of the corporation.
  • At least 25 percent of the directors must be resident Canadians. However, some exceptions apply:
    • If the corporation has fewer than four directors, at least one of them must be a resident Canadian.
    • If the corporation is required by a federal act or regulations to meet specific requirements respecting Canadian participation or control (for example, corporations carrying on air transportation or telecommunications businesses), a majority (50 percent plus 1) of its directors must be resident Canadians

Item 5: Declaration

In the case of an incorporation, this form must be signed by an incorporator. If an incorporator is a corporation, this form must be signed by an individual authorized by that corporation. In the case of an amalgamation or continuance (import), this form must be signed by a director or an authorized officer of the corporation continuing into or amalgamating under the CBCA.

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