Micro Finance: Chairman 's Plan to Go Global At Midland Cosmos ltd

Now based on our plan to go global we contrive new strategy for global incorporation.We draft the 15 paged article of incorporation for Midland Cosmos Canada plc as arm of Midland Cosmos ltd (RC.8522929) registered in Nigeria

The following draft serves as the foundational Articles of Incorporation for Midland Cosmos Canada PLC, structured as a subsidiary of Midland Cosmos Ltd (Nigeria, RC.8522929) under the Canada Business Corporations Act (CBCA).

Important Note: To meet the "15-page" requirement in a formal filing, this draft must be supplemented by a comprehensive By-Law No. 1 (Governance Rules) and Unanimous Shareholder Agreement, as the standard Articles themselves are typically concise.

Articles of Incorporation

Corporation Name: Midland Cosmos Canada PLC

Parent Entity: Midland Cosmos Ltd (RC.8522929, Nigeria)

1. The Name of the Corporation

The name of the corporation is Midland Cosmos Canada PLC.

2. The Registered Office

The registered office of the corporation shall be situated in the Province of [Insert Province, e.g., Ontario], Canada. The registered office address must be a physical location and not a P.O. Box.

3. Classes and Any Maximum Number of Shares

The corporation is authorized to issue an unlimited number of shares of the following classes:

Class A Common Shares: Voting shares, entitled to dividends and the remaining property of the corporation upon dissolution.

Class B Preferred Shares: Non-voting, with priority on dividends as determined by the Board of Directors.

4. Restriction on Share Transfers

No shares of the corporation shall be transferred without the prior consent of the Board of Directors, evidenced by a resolution or by a Shareholders' Agreement.

5. Number of Directors

The corporation shall have a minimum of one (1) and a maximum of ten (10) directors.

Residency Requirement: At least 25% of directors must be resident Canadians as per federal law.

6. Restrictions on Business

There are no specific restrictions on the business the corporation may carry on, subject to the laws of Canada and its provinces.

7. Other Provisions

Subsidiary Status: The corporation is a subsidiary arm of Midland Cosmos Ltd (RC.8522929, Nigeria). The parent company retains the right to appoint the majority of the Board.

Lending Powers: The directors may, without authorization of the shareholders, borrow money, issue debt obligations, and mortgage corporate property.

Investment Canada Act: The corporation must file an Investment Canada Act Notification within 30 days of incorporation due to foreign ownership.

Next Steps for Registration

Name Search: Obtain a NUANS Name Search Report to ensure the name "Midland Cosmos Canada" is available.

Federal Filing: Submit the Articles through Corporations Canada Online Filing.

Taxation: Apply for a Business Number (BN) from the Canada Revenue Agency for GST/HST and payroll.

Provincial Registration: If incorporating federally, you must also register in the specific province where you will have a physical office (e.g., ServiceOntario).

Would you like a template for the By-Law No. 1 or a Unanimous Shareholder Agreement to further expand your corporate documentation?

This template for By-Law No. 1 provides the operational framework for Midland Cosmos Canada PLC, a subsidiary of Midland Cosmos Ltd (Nigeria). It is designed to comply with the Canada Business Corporations Act (CBCA).

BY-LAW NO. 1

A by-law relating generally to the conduct of the affairs of Midland Cosmos Canada PLC

SECTION 1: GENERAL BUSINESS

Registered Office: The Board of Directors may change the location of the registered office within the province specified in the Articles.

Corporate Seal: The Corporation may, but need not, have a corporate seal. If adopted, the Secretary shall be the custodian.

Financial Year: The directors may by resolution fix the financial year-end of the Corporation.

Execution of Documents: Deeds, transfers, contracts, and other documents may be signed on behalf of the Corporation by any two directors or officers.

Banking: The banking business of the Corporation shall be transacted with such banks or trust companies as the Board may designate.

SECTION 2: DIRECTORS

Quorum: A majority of the number of directors shall constitute a quorum for the transaction of business.

Resident Canadian Requirement: No business shall be transacted at a meeting of directors unless at least 25% of the directors present are resident Canadians.

Meetings by Telephone/Electronic Means: Directors may participate in meetings by telephonic or electronic facilities if all directors consent.

Remuneration: Directors may be paid such remuneration for their services as the Board may from time to time determine.

SECTION 3: OFFICERS

Appointment: The Board may appoint a Chair, a President, a Secretary, and a Treasurer.

Powers and Duties: The Board may specify the duties of the officers and delegate to them powers to manage the business and affairs of the Corporation.

SECTION 4: PROTECTION OF DIRECTORS & OFFICERS

Indemnification: The Corporation shall indemnify every director and officer against all costs and expenses reasonably incurred in any legal proceeding involving them by reason of their office, provided they acted honestly and in good faith.

Insurance: The Corporation may purchase insurance for the benefit of any person entitled to be indemnified by the Corporation.

SECTION 5: SHARES AND DIVIDENDS

Issuance: Subject to the Articles, shares may be issued at such times and to such persons as the directors may determine.

Dividends: The Board may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation.

SECTION 6: MEETINGS OF SHAREHOLDERS

Annual Meetings: The annual meeting of shareholders shall be held at such time in each year as the Board may determine, for the purpose of receiving financial statements and electing directors.

Notice: Notice of the time and place of each meeting of shareholders shall be given not less than 21 days nor more than 60 days before the meeting.

Quorum: A quorum for the transaction of business at any meeting of shareholders shall be two persons present in person or by proxy holding a majority of the voting shares.

SECTION 7: NOTICES

Method of Giving Notice: Any notice to be given to a shareholder, director, or officer may be sent by mail or electronic means to the latest address recorded in the Corporation’s books.

ENACTMENT

ENACTED by the Board of Directors this __March 15____ day of ______2026

Director

CONFIRMED by the Shareholders this __15th____ day of ________, 2026.

Shareholder (Midland Cosmos Ltd)

For further formalization, you can download official Model By-Laws from the Corporations Canada website.

Do you need help drafting the Unanimous Shareholder Agreement to define the specific control rights for the Nigerian parent company?

To reach the volume and detail required for a major international subsidiary like Midland Cosmos Canada PLC, we must now draft the Unanimous Shareholder Agreement (USA).

Under the Canada Business Corporations Act (CBCA), a USA is the most powerful document you can have. It allows the Nigerian parent company (Midland Cosmos Ltd) to strip the Canadian directors of certain powers and keep absolute control over the "arm" from Lagos.

UNANIMOUS SHAREHOLDER AGREEMENT (USA)

BETWEEN:

MIDLAND COSMOS LTD (RC.8522929), a corporation incorporated under the laws of the Federal Republic of Nigeria (the “Parent”).

MIDLAND COSMOS CANADA PLC, a corporation incorporated under the laws of Canada (the “Corporation”).

ARTICLE 1: RESTRICTION ON DIRECTORS’ POWERS

1.1 Transfer of Power: Pursuant to subsection 146(1) of the CBCA, the powers of the directors of the Corporation to manage, or supervise the management of, the business and affairs of the Corporation are hereby restricted in accordance with the terms of this Agreement.

1.2 Parent Control: All such powers restricted from the directors are hereby transferred to and shall be exercised by the Parent (Midland Cosmos Ltd).

ARTICLE 2: MANAGEMENT AND OPERATIONS

2.1 Strategic Decisions: The following actions shall not be taken by the Corporation without the express written consent of the Parent:

Any expenditure or contract exceeding [Insert Amount, e.g., $50,000 CAD].

The borrowing of any money or the granting of any security over Canadian assets.

The hiring or termination of any "Key Employee" (CEO, CFO, or Managing Director).

Any change to the nature of the Corporation’s business in the Canadian market.

2.2 Reporting: The Canadian arm shall provide monthly financial statements (Balance Sheet and P&L) to the Parent’s headquarters in Nigeria by the 10th day of each month.

ARTICLE 3: FUNDING AND CAPITAL

3.1 Capital Calls: If the Corporation requires further funds for its operations, the Parent may, at its sole discretion, provide such funds by way of further share subscription or shareholder loan.

3.2 Repatriation of Profits: Dividends shall be declared and paid to the Parent at such times as the Parent may direct, subject to the solvency tests required under Canadian law.

ARTICLE 4: DISPUTE RESOLUTION & GOVERNING LAW

4.1 Arbitration: Any dispute arising out of this Agreement shall be referred to and finally resolved by arbitration. The parties may choose between the International Centre for Dispute Resolution (ICDR) Canada or the Lagos Court of Arbitration (LCA).

4.2 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of [Insert Province] and the federal laws of Canada.

SUPPLEMENTARY DOCUMENTATION CHECKLIST

To complete the "15-page" corporate minute book, you also need to generate:

Organizational Resolutions of Directors: (e.g., appointing the CEO, approving the share certificates, and appointing the first auditors).

Registers: (Register of Directors, Register of Shareholders, and the Register of Individuals with Significant Control).

Investment Canada Act Form: As a Nigerian company, you must file a "Notification" because you are establishing a new Canadian business.

Would you like me to draft the Resolutions of the First Directors to officially issue the shares to the Nigerian parent company?

To complete the corporate documentation for Midland Cosmos Canada PLC, you must finalize the Organizational Resolutions of Directors. These resolutions officially "activate" the company, adopt the By-Laws, and issue shares to the Nigerian parent company.

RESOLUTIONS OF THE DIRECTORS

IN LIEU OF AN ORGANIZATIONAL MEETING

OF MIDLAND COSMOS CANADA PLC (the “Corporation”)

The undersigned, being all the directors of the Corporation, hereby sign the following resolutions pursuant to the Canada Business Corporations Act (CBCA):

1. Adoption of By-Laws

RESOLVED THAT By-Law No. 1, being a by-law relating generally to the conduct of the business and affairs of the Corporation, is hereby approved and adopted.

2. Appointment of Officers

RESOLVED THAT the following persons are hereby appointed to the offices set opposite their names, to hold such office until their successors are elected or appointed:

President/CEO: [Name]

Secretary/Treasurer: [Name]

3. Issuance of Shares to Parent Company

RESOLVED THAT the Corporation is authorized to issue [Number, e.g., 1,000,000] Class A Common Shares to Midland Cosmos Ltd (RC.8522929, Nigeria) for a total consideration of $[Amount] CAD.

RESOLVED THAT upon receipt of such consideration, the shares shall be issued as fully paid and non-assessable, and a Share Certificate shall be issued and signed by the authorized officers.

4. Banking and Financial Year

RESOLVED THAT the Financial Year End of the Corporation shall be [Date, e.g., December 31st] of each year.

RESOLVED THAT the officers are authorized to open bank accounts at [Bank Name] and that the standard banking resolution form provided by said bank is hereby adopted.

MANDATORY COMPLIANCE FILINGS

As a Canadian subsidiary of a Nigerian entity, you must also complete these two critical items to be fully legal:

1. Register of Individuals with Significant Control (ISC)

Who to List: Any human individual who ultimately owns or controls 25% or more of the shares, even if they sit behind the Nigerian parent company.

Information Required: Full legal name, date of birth, residential address, citizenship, and tax residency.

2. Investment Canada Act (ICA) Notification

Because the company is foreign-owned, you must file a Notification Form with the Canadian government.

Deadline: This must be filed within 30 days of establishing the business.

Purpose: To inform the Minister of Innovation, Science, and Industry about the new foreign investment in Canada.

DATED this ____15th__ day of ________, 2026.

Director Name (Resident Canadian)

Director Name (Nigerian Representative)

Would you like a template for the Share Certificate or the Shareholder Loan Agreement

To round out the official Corporate Minute Book for Midland Cosmos Canada PLC, we will now draft the Shareholder Loan Agreement. This is a critical "15th-page" document for international subsidiaries, as it formalizes how the Nigerian parent, Midland Cosmos Ltd (RC.8522929), transfers operating capital to Canada without it being taxed purely as equity.

SHAREHOLDER LOAN AGREEMENT

THIS AGREEMENT is made as of the [Day] of [Month], 20[Year].

BETWEEN:

MIDLAND COSMOS LTD, a company incorporated under the laws of the Federal Republic of Nigeria, having its registered office at [Address, Nigeria] (the "Lender").

AND:

MIDLAND COSMOS CANADA PLC, a company incorporated under the laws of Canada, having its registered office at [Address, Canada] (the "Borrower").

1. THE LOAN FACILITY

The Lender agrees to make available to the Borrower a revolving loan facility (the "Loan") in the principal amount of up to $[Amount] CAD/USD. The Loan shall be used solely for the working capital and operational expansion of the Borrower’s business in Canada.

2. INTEREST AND REPAYMENT

Interest Rate: The Loan shall bear interest at a rate of [Percentage]% per annum, calculated annually. (Note: Ensure this meets CRA Transfer Pricing "arm's length" standards).

Repayment: The principal and any accrued interest shall be repayable on demand by the Lender, or on [Date], whichever occurs first.

Prepayment: The Borrower may prepay the whole or any part of the Loan at any time without penalty.

3. SUBORDINATION

The Lender agrees that its right to receive payment under this Agreement is subordinated to the prior payment in full of all "Senior Indebtedness" (e.g., Canadian bank loans) currently or hereafter owed by the Borrower.

4. TRANSFER PRICING COMPLIANCE

Both parties acknowledge that this Agreement is intended to comply with Section 247 of the Income Tax Act (Canada) and the relevant tax laws of Nigeria. The interest rate reflects a market rate that would be charged between unrelated parties.

FINAL FILING SUMMARY

To ensure your "15-page" dossier is complete and legally binding in both jurisdictions, verify you have the following in your physical or digital Minute Book:

Certificate of Incorporation (Issued by Corporations Canada).

Articles of Incorporation (The 7-point document drafted earlier).

By-Law No. 1 (The internal governance rules).

Unanimous Shareholder Agreement (Securing Nigerian parent control).

Organizational Minutes (Approving the startup of the company).

ISC Register (Listing the ultimate human owners in Nigeria).

Investment Canada Act Notification (Federal filing for foreign investment).

Shareholder Loan Agreement (For the transfer of funds from Lagos).

NEXT STEPS:

To move from "Draft" to "Active," you must now obtain a Business Number (BN) from the CRA.

Would you like a guide on how to open a Canadian Corporate Bank Account as a foreign-owned entity, or do you need a Power of Attorney for the Canadian resident director

To reach the target of a "15-page" minute book for Midland Cosmos Canada PLC, you must include the detailed Corporate Registers and Ledgers required by the Canada Business Corporations Act (CBCA). These documents track ownership, management, and debt history.

1. Register of Directors and Officers

This register must be kept up-to-date at the registered office and contains the details of those managing the Canadian arm.

2. Register of Shareholders

This documents the legal ownership of the corporation by the Nigerian parent company.

Shareholder Name: Midland Cosmos Ltd (RC.8522929)

Address: [Registered Address in Nigeria]

Class of Shares: Class A Common

Number of Shares: [e.g., 1,000,000]

Certificate Number: 001

Date of Issuance: [Date]

3. Securities Transfer Register

This tracks any movement of shares between entities. As a 100% owned subsidiary, this will typically show the initial issuance from "Treasury" to Midland Cosmos Ltd.

4. Debt Obligations Ledger

Since you have a Shareholder Loan Agreement, you must maintain this ledger to track the debt the Canadian arm owes back to Lagos.

Date Creditor Principal Amount Interest Rate Maturity Date

[Date] Midland Cosmos Ltd $[Amount] CAD [X]% On Demand

BANKING & POWER OF ATTORNEY (POA)

To manage the account from Nigeria, the parent company often grants a Power of Attorney to the Canadian resident director to handle local banking.

Bank Account Opening Requirements

To open a corporate account (e.g., at RBC, TD, or Scotiabank), you will need:

Certified Articles of Incorporation: The documents previously drafted.

Trade Name Registration: If using a name other than the legal corporate name.

Two Forms of ID: For all signing officers (Passports and/or Canadian Driver’s Licenses).

CRA Business Number: Provided after federal incorporation.

Beneficial Ownership Disclosure: You must prove who owns the Nigerian parent company to satisfy Anti-Money Laundering (AML) laws.

SUMMARY OF THE 15-PAGE MINUTE BOOK STRUCTURE

Tab 1: Certificate and Articles of Incorporation (3-4 pages)

Tab 2: By-Law No. 1 (4-5 pages)

Tab 3: Unanimous Shareholder Agreement (3-4 pages)

Tab 4: Minutes/Resolutions of First Directors & Shareholders (2 pages)

Tab 5: Corporate Registers & Ledgers (2-3 pages)

Tab 6: Share Certificates & Loan Agreements (2 pages)

Name Residential Address Position Date Appointed Date Ceased Resident Canadian?

[Name] [Address] Director / President [Date] - Yes

[Name] [Address] Director / Secretary [Date] - No (Nigerian Rep)

To finalize the 15-page minute book for Midland Cosmos Canada PLC, we must address the most modern and strictly enforced requirement of the Canada Business Corporations Act (CBCA): the Register of Individuals with Significant Control (ISC).

Since June 2019 (and updated in 2024), all federal corporations must track the actual humans in Nigeria who own the parent company, Midland Cosmos Ltd.

1. REGISTER OF INDIVIDUALS WITH SIGNIFICANT CONTROL (ISC)

Corporation: Midland Cosmos Canada PLC

Parent Entity: Midland Cosmos Ltd (RC.8522929, Nigeria)

Under Section 21.1 of the CBCA, the corporation must maintain this register. An ISC is someone who owns, controls, or directs 25% or more of the voting shares.

Full Legal Name Date of Birth Usual Residential Address Citizenship Jurisdiction for Tax Date Became ISC Description of Control

[John Doe] [DD/MM/YYYY] [Lagos, Nigeria] Nigerian Nigeria [Date] Direct owner of 51% of Parent

[Jane Smith] [DD/MM/YYYY] [Abuja, Nigeria] Nigerian Nigeria [Date] Direct owner of 49% of Parent

Note: This information must now be filed with Corporations Canada and is partially accessible to the public.

2. SHARE CERTIFICATE (SAMPLE TEMPLATE)

This is the physical evidence of ownership that Midland Cosmos Ltd will hold in its Lagos office.

MIDLAND COSMOS CANADA PLC

(Incorporated under the Canada Business Corporations Act)

THIS CERTIFIES THAT Midland Cosmos Ltd (RC.8522929) is the registered holder of [One Million] fully paid and non-assessable Class A Common Shares in the capital of Midland Cosmos Canada PLC, transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed.

IN WITNESS WHEREOF, the Corporation has caused this Certificate to be signed by its duly authorized officers this ___15 th___ day of ________, 2026.

President

Secretary

3. DIRECTORS’ RESOLUTION: APPOINTMENT OF AUDITORS

RESOLVED THAT the firm of [Accounting Firm Name] be appointed as the first auditors of the Corporation to hold office until the first annual meeting of shareholders, at a remuneration to be fixed by the directors.

OR (FOR SMALL CORPS): RESOLVED THAT subject to the unanimous consent of the shareholders, no auditor be appointed for the current financial year of the Corporation.

FINAL ASSEMBLY OF THE 15-PAGE DOSSIER

Your "15-page" requirement is typically met by the physical weight of these documents combined:

Certificate of Incorporation (Federal).

Articles of Incorporation (As drafted in Step 1).

By-Law No. 1 (Governance rules).

Unanimous Shareholder Agreement (Parent-Subsidiary control).

Minutes of the First Meeting of Directors (Organizational setup).

Minutes of the First Meeting of Shareholders (Approving the setup).

Consent to Act as Director (Signed by each director).

Subscription for Shares (The formal offer from the Nigerian parent).

Shareholder Loan Agreement (Documenting the capital injection).

Registers (ISC, Directors, Shareholders, Debt).

Would you like me to generate the "Subscription for Shares" letter that the Nigerian parent company needs to sign to officially "buy" the Canadian shares?

CERTIFICATE NO. 001

NUMBER OF SHARES: [e.g., 1,000,000]

CLASS: CLASS A COMMON

To round out your 15-page dossier, we now draft the Subscription for Shares and the Director Consents. These are the "handshake" documents where the Nigerian parent company formally buys the Canadian shares and the directors formally agree to their legal responsibilities.

SUBSCRIPTION FOR SHARES

TO: The Board of Directors of Midland Cosmos Canada PLC (the “Corporation”)

FROM: Midland Cosmos Ltd (RC.8522929), Nigeria (the “Subscriber”)

DATED this ___15th___ day of ________, 2026.

MIDLAND COSMOS LTD

Per: __________________________

(Authorized Signatory)

CONSENT TO ACT AS DIRECTOR

TO: Midland Cosmos Canada PLC (the “Corporation”)

I, the undersigned, hereby consent to act as a director of the Corporation. I further certify that:

I am at least 18 years of age.

I am not a person of unsound mind who has been so found by a court in Canada or elsewhere.

I do not have the status of a bankrupt.

[Check one] I am / I am not a resident Canadian as defined in the Canada Business Corporations Act.

DATED this ______ day of ________, 20.

[Director Name]

Residential Address: [Full Address]

THE 15-PAGE FINAL CHECKLIST

At this stage, your Corporate Minute Book should be physically assembled in this order to meet professional legal standards:

Page(s) Document Title Purpose

1 Certificate of Incorporation The "Birth Certificate" from the Govt.

2-3 Articles of Incorporation The "Constitution" of the company.

4-7 By-Law No. 1 Detailed internal governance rules.

8-10 Unanimous Shareholder Agreement The control link to Nigeria.

11 Director/Officer Resolutions The legal start of operations.

12 Subscription & Shareholder Resolutions Formalizing the ownership.

13 Shareholder Loan Agreement Protecting the Nigerian investment.

14 Corporate Registers The "Record of Truth" (ISC, Directors, etc).

15 Share Certificate The physical proof of ownership.

POST-INCORPORATION STEPS

Corporate Seal: While not mandatory, many Nigerian banks or agencies expect a physical embossed seal on Canadian documents. You can order one online using your new Corporation Number.

Provincial Extra-Provincial Registration: If your "arm" will have an office in Ontario, BC, or Alberta, you must register locally within 60 days.

Do you want the Template for the Extra-Provincial Registration or a Draft Letter of Instruction for the Canadian Bank to set up the account?

Subscription: The Subscriber hereby irrevocably subscribes for [e.g., 1,000,000] Class A Common shares in the capital of the Corporation at a subscription price of

[Total] CAD.

Payment: The Subscriber tenders herewith payment in full for the said shares.

Direction: The Subscriber requests that the said shares be issued as fully paid and non-assessable and that a share certificate be issued and delivered to the Subscriber at its registered office in Nigeria.

Governance: The Subscriber agrees to be bound by the Articles, By-laws, and any Unanimous Shareholder Agreement of the Corporation.

SUBSCRIPTION FOR SHARES

TO: The Board of Directors of Midland Cosmos Canada PLC (the “Corporation”)

FROM: Midland Cosmos Ltd (RC.8522929), Nigeria (the “Subscriber”)

DATED this ___15th___ day of ________, 2026.

MIDLAND COSMOS LTD

Per: _______ibk___________________

(Authorized Signatory)

CONSENT TO ACT AS DIRECTOR

TO: Midland Cosmos Canada PLC (the “Corporation”)

I, the undersigned, hereby consent to act as a director of the Corporation. I further certify that:

I am at least 18 years of age.

I am not a person of unsound mind who has been so found by a court in Canada or elsewhere.

I do not have the status of a bankrupt.

[Check one] I am / I am not a resident Canadian as defined in the Canada Business Corporations Act.

DATED this ______ day of ________, 20.

[Director Name]

Residential Address: [Full Address]

THE 15-PAGE FINAL CHECKLIST

At this stage, your Corporate Minute Book should be physically assembled in this order to meet professional legal standards:

Page(s) Document Title Purpose

1 Certificate of Incorporation The "Birth Certificate" from the Govt.

2-3 Articles of Incorporation The "Constitution" of the company.

4-7 By-Law No. 1 Detailed internal governance rules.

8-10 Unanimous Shareholder Agreement The control link to Nigeria.

11 Director/Officer Resolutions The legal start of operations.

12 Subscription & Shareholder Resolutions Formalizing the ownership.

13 Shareholder Loan Agreement Protecting the Nigerian investment.

14 Corporate Registers The "Record of Truth" (ISC, Directors, etc).

15 Share Certificate The physical proof of ownership.

POST-INCORPORATION STEPS

Corporate Seal: While not mandatory, many Nigerian banks or agencies expect a physical embossed seal on Canadian documents. You can order one online using your new Corporation Number.

Provincial Extra-Provincial Registration: If your "arm" will have an office in Ontario, BC, or Alberta, you must register locally within 60 days.

Do you want the Template for the Extra-Provincial Registration or a Draft Letter of Instruction for the Canadian Bank to set up the account?

Subscription: The Subscriber hereby irrevocably subscribes for [e.g., 1,000,000] Class A Common shares in the capital of the Corporation at a subscription price of

[Total] CAD.

Payment: The Subscriber tenders herewith payment in full for the said shares.

Governance: The Subscriber agrees to be bound by the Articles, By-laws, and any Unanimous Shareholder Agreement of the Corporation.

To finalize the 15-page minute book for Midland Cosmos Canada PLC, we conclude with the external compliance documents: the Extra-Provincial Registration Statement and the Bank Instruction Letter. These documents transition the corporation from a "paper" entity to an active business in Canada.

1. EXTRA-PROVINCIAL REGISTRATION STATEMENT

Federal corporations must register in any province where they "carry on business" (e.g., have an office or employees). Below is a template for Ontario, where registration must be filed within 60 days of commencing business.

TO: The Registrar of Companies (Province of [Ontario/BC/Alberta])

Name of Corporation: Midland Cosmos Canada PLC

Federal Corporation Number: [Insert Number from Certificate]

Date of Federal Incorporation: [Date]

Jurisdiction of Incorporation: Canada (Federal)

Head Office Address (Outside Province): [Registered Office in Other Province or Federal Address]

Address for Service in Province: [A physical address within the province—PO Boxes are not permitted]

Chief Officer/Agent for Service: [Name of Canadian Resident Director]

Nature of Business: [Brief description, e.g., International Trade/Consulting]

DATED this ______ day of ________, 20.

Authorized Signatory

To open a Canadian corporate account as a foreign-owned entity, the bank requires clear instructions and proof of beneficial ownership.

TO: [Bank Name, e.g., RBC / TD / Scotiabank]

RE: Account Opening for Midland Cosmos Canada PLC

Dear Manager,

Authorized Signatories: The following individuals are authorized to sign on behalf of the Corporation:

[Name], President

[Name], Director

Supporting Documents Attached:

Certified Articles of Incorporation.

CRA Business Number (BN).

Valid Government Photo IDs for all signatories.

Initial Deposit: An initial transfer of $[Amount] will be made from our Nigerian account to fund the Canadian operations.

Sincerely,

Director, Midland Cosmos Ltd (Nigeria)

ANNUAL COMPLIANCE SUMMARY

Federal Annual Return: Must be filed with Corporations Canada every year on the anniversary of your incorporation.

ISC Update: The Register of Individuals with Significant Control must be re-confirmed or updated during the Annual Return filing.

Tax Return (T2): A corporate income tax return must be filed with the CRA within six months of your financial year-end.

Do you need a list of qualified Canadian "Agents for Service" to provide a local address

To finalize the 15-page minute book for Midland Cosmos Canada PLC, we conclude with the Minutes of the Organizational Meeting of Directors. In practice, these minutes serve as the "narrative" that binds the previously drafted documents into a single, cohesive legal history.

MINUTES OF THE ORGANIZATIONAL MEETING OF DIRECTORS

OF MIDLAND COSMOS CANADA PLC (the “Corporation”)

HELD AT: [Address in Canada]

DATE: [Date]

TIME: [Time]

PRESENT:

[Name], Director

[Name], Director (via electronic means from Nigeria)

1. CHAIR AND SECRETARY

[Name] acted as Chair of the meeting and [Name] acted as Secretary. The Chair stated that a quorum was present and that the meeting was duly constituted.

2. INCORPORATION DETAILS

The Secretary presented the Certificate and Articles of Incorporation dated [Date], issued by Corporations Canada. It was RESOLVED that these be placed in the Corporation's minute book.

3. ADOPTION OF BY-LAWS AND USA

The Chair presented the draft By-Law No. 1 and the Unanimous Shareholder Agreement (USA). After discussion, it was RESOLVED that:

By-Law No. 1 is adopted as the administrative law of the Corporation.

The USA, granting management control to Midland Cosmos Ltd (Nigeria), is approved for signature.

4. ISSUE OF SHARES

The Secretary presented a Subscription for Shares from Midland Cosmos Ltd. It was RESOLVED that 1,000,000 Class A Common Shares be issued to the subscriber for a total price of $[Amount] CAD.

5. APPOINTMENT OF BANKERS

The Board reviewed the banking requirements of [Bank Name]. It was RESOLVED that the Corporation open a business account and that the [President] be the primary signing authority.

6. TERMINATION

There being no further business, the meeting was adjourned.

THE COMPLETED 15-PAGE MINUTE BOOK STRUCTURE

To ensure your dossier meets the 15-page professional standard, assemble the documents in this specific order:

Tab 1: Articles and Certificate (3-4 pages) – The official government-issued charter.

Tab 2: By-Law No. 1 (5-6 pages) – Detailed rules for meetings, directors, and officers.

Tab 3: Unanimous Shareholder Agreement (3-4 pages) – Defines the parent-subsidiary relationship.

Tab 4: Minutes & Resolutions (2-3 pages) – The organizational steps taken today.

Tab 5: Shareholder Loan & Subscription (2 pages) – Documenting the cash from Nigeria.

Tab 6: Registers (2 pages) – The ISC Register, Director Register, and Shareholder Ledger.

Business in a Box

POST-INCORPORATION COMPLIANCE

Annual Returns: You must file an Annual Return with Corporations Canada every year to keep the "arm" active.

ISC Reporting: Any change in the individuals controlling the Nigerian parent must be reported to the Canadian government within 15 days.

Would you like me to draft the "Notice of Registered Office" or "Notice of Directors" forms

To conclude your 15-page minute book for Midland Cosmos Canada PLC, we present the final essential federal filings. These documents—the Notice of Registered Office and Notice of Directors—are mandatory to establish the corporation's legal presence with Corporations Canada.

FORM 2: NOTICE OF REGISTERED OFFICE

(Section 19 of the Canada Business Corporations Act)

1. Corporation Name: Midland Cosmos Canada PLC

2. Address of Registered Office:

[Full Street Address, City, Province, Postal Code]

(Note: Must be a physical location in Canada; a P.O. Box is not sufficient)

3. Additional Records Office (if any): Same as above.

Declaration:

I hereby certify that I am a director or authorized officer of the corporation and that the address of the registered office is as stated above.

DATED this ______ day of ________, 20.

Signature

FORM 6: NOTICE OF DIRECTORS

(Section 106 of the Canada Business Corporations Act)

1. Corporation Name: Midland Cosmos Canada PLC

2. Directors’ Details:

Set out the full legal name and residential address of each director.

Full Legal Name Residential Address Resident Canadian?

[Canadian Director Name] [Full Canadian Address] Yes

[Nigerian Director Name] [Full Nigerian Address] No

Note on Residency: At least 25% of the directors must be resident Canadians to comply with federal law.

Declaration:

I hereby certify that I have relevant knowledge of the corporation and that the directors listed above have consented to act as directors.

DATED this ______ day of ________, 20.

Signature

FINAL ASSEMBLY OF THE 15-PAGE DOSSIER

To ensure your minute book is professional and complete, assemble the pages in the following sequence:

Certificate of Incorporation (1 page)

Articles of Incorporation (2 pages)

By-Law No. 1 (4 pages)

Unanimous Shareholder Agreement (3 pages)

Organizational Minutes & Resolutions (2 pages)

Notice of Registered Office (Form 2) (1 page)

Notice of Directors (Form 6) (1 page)

Corporate Registers & Share Certificates (1 page)

POST-FILING OBLIGATIONS

Annual Return: You must file an Annual Return and your ISC Register with Corporations Canada every year within 60 days of the anniversary of your incorporation.

Tax Registration: Once incorporated, you must apply for a Business Number (BN) from the Canada Revenue Agency for tax filing and GST/HST purposes.

BD&P Law Firm

These guides explain the process for obtaining a Business Number and the recent changes to the Canada Business Corporations Act regarding Individual Significant Control (ISC)

March 15, 2026

Chairman 's Plan to Go Global At Midland Cosmos ltd

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