The chairman and blogger ibikunle Abraham Laniyan drafted below 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).
We treat.how to sell shares by Midland Cosmos ltd of Midland Cosmos Canada ltd after incorporation?
Selling shares of Midland Cosmos Canada PLC by its parent, Midland Cosmos Ltd (Nigeria), involves a multi-step process governed by the Canada Business Corporations Act (CBCA) and the specific restrictions we drafted in your Articles of Incorporation.
Department of Justice Canada
1. Check Transfer Restrictions
Board Approval: As per your Articles, any share transfer must be approved by a resolution of the Canadian Board of Directors.
Rights of First Refusal: Check the Unanimous Shareholder Agreement (USA) to see if other parties (if any were added) have the right to buy the shares before an outside party.
2. Prepare the Legal Documents
Share Purchase Agreement (SPA): A contract between Midland Cosmos Ltd (Seller) and the Buyer detailing the price, number of shares, and warranties.
Instrument of Transfer: A short document (often called a Stock Power) signed by the Nigerian parent to formally "assign" the shares to the new owner.
Share Certificate Surrender: Midland Cosmos Ltd must return its original certificate (No. 001) to the Canadian company for cancellation.
3. Board Approval & Registration
Director Resolution: The Canadian directors must meet (or sign a written resolution) to approve the transfer and the entry of the new shareholder into the Central Securities Register.
Issue New Certificate: The company issues a new certificate to the Buyer and, if only a portion was sold, a "balance certificate" back to Midland Cosmos Ltd.
4. Regulatory & Tax Compliance
Section 116 Certificate: Under the Income Tax Act (Canada), a non-resident seller (the Nigerian parent) must usually obtain a "Certificate of Compliance" from the CRA. Without this, the Buyer may be required to withhold and remit 25% of the purchase price directly to the Canadian government.
ISC Register Update: You must update the Register of Individuals with Significant Control (ISC) within 15 days if the sale changes who ultimately controls the Canadian company.
Investment Canada Act: If the buyer is also non-Canadian and the sale results in a "change of control," they may need to file a new Notification with the federal government.
5. Nigerian Compliance
CAC Notification: While the sale happens in Canada, Midland Cosmos Ltd should record the transaction in its own Nigerian records to account for the disposal of a foreign asset.
Capital Gains: The parent company may owe Capital Gains Tax in Nigeria on the profit from the sale.
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