Canadian corporate law

Canadian company law concerns the operation of corporations in Canada, which can be established under either federal or provincial authority.

Federal incorporation of for-profit corporations is governed by Corporations Canada under the Canada Business Corporations Act. All of the Canadian provinces and territories also have laws permitting (and governing) the incorporation of corporations within their area of jurisdiction. Often, the choice of whether to incorporate federally or provincially will be based on many business considerations, such as scope of business and the desire for application of particular rules which may be available under one corporate statute but not another.

Prior to Canadian Confederation, companies were organized through several procedures:

Before 1862, limited liability was the exception, being conferred on specific companies through royal charter or special Act. When it was introduced into UK company law by the Companies Act 1862 as a matter of general application, the Canadian colonies introduced legislation to enable the same locally.

Upon Confederation, s. 92(11) of the Constitution Act, 1867 gave provinces jurisdiction over "Incorporation of Companies with Provincial Objects." The judicial construction of this phrase has been the subject of several significant cases in the courts, and most notably at the Judicial Committee of the Privy Council:

The first Federal and Provincial Acts generally provided for incorporation through letters patent, but the procedure was excluded federally for certain classes of company (such as railways and banks), which still had to be incorporated by special Act of Parliament. It was in this manner that the Canadian Pacific Railway was originally formed.

Current Acts (such as the Canada Business Corporations Act) generally provide for formation by articles of incorporation, but Prince Edward Island still retains the letters patent procedure and Nova Scotia provides for incorporation by memorandum of association.

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