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Share Issue

CorporationCentre.ca in association with Staples helps federal and provincial corporations prepare the relevant corporate documentation to issue new shares. It's fast, easy to do and affordable.

A corporation may decide to issue new shares (other than the shares issued at the time of incorporation) from its treasury to new investors, current shareholders or other individuals who are not shareholders. The new shares may be issued, among other reasons:

  • to raise new capital from new investors or current shareholders;
  • to bring in a new partner who is bringing non-capital assets such as know-how, clients or technology;
  • to reward achievements of current shareholders; and
  • for tax and estate planning.

It is the proportion of shares, rather than the actual number of shares, that determines who (indirectly) controls the corporation. Accordingly, parties should seriously consider the proportion of shares that will result from the issuance of any new shares.

Share issues out of the corporation's treasury can only be issued following a resolution of the board of directors. This resolution outlines the number of shares to be issued, the money or money's worth for which the shares are to be issued and the share certificate (link to share certificates below) that will be issued to reflect such shares.

CorporationCentre.ca in association with Staples will assist in your preparation of the corporate documentation for any share issuance. This may include:

  • Directors Resolution. Corporate resolutions by the board of directors of your corporation granting the new share issuance.
  • Subscription of Shares. Subscription form by the shareholder for the new shares.
  • Share Certificates. New share certificates to reflect the share issuance, to be signed by the president and secretary of the corporation.
  • Shareholders Ledger. Revised shareholders ledger to reflect the new shareholdings among all shareholders following the share transfer.

It is the proportion of shares, rather than the actual number of shares, that determines who (indirectly) controls the corporation. Accordingly, parties should seriously consider the proportion of shares that will result from the issuance of any new shares.


Transfer of Shares

Besides having shares issued to oneself from the corporation's treasury, a person can also become a shareholder by way of a transfer of shares. A transfer of shares occurs when one shareholder agrees to transfer the right of ownership of a certain number of shares to another person, who may or may not be a current shareholder. The transfer of shares may be made for consideration, i.e., for a purchase price of money or some other form of payment, or without consideration, i.e., without any such payment. Tax consequences of any such transfer should be discussed with competent professional advisers (tax lawyers and accountants).

Typically, share transfers are not effective until approved by the board of directors, which signs resolutions to give effect to the transfer. However, it is possible that there are further restrictions on share transfers in a corporation's Articles of Incorporation, by-laws or in a shareholders agreement. The restrictions can apply to all transfers or only to those in specific cases. You should review your corporation's Articles of Incorporation, by-laws and any shareholders agreement to determine if restrictions apply.

CorporationCentre.ca in association with Staples will assist in your preparation of the corporate documentation for any share transfer. This may include:

  • Directors Resolution. Corporate resolutions by the board of directors of your corporation giving effect to the share transfer.
  • Share Certificates. New share certificates to reflect the share transfer between the relevant parties, to be signed by the president and secretary of the corporation. If only a portion of the shares represented by the old certificate is transferred, two new certificates will be prepared; one for the shares which are being transferred and another for the balance of shares which remain in the shareholder's name.
  • Shareholders Ledger. Revised shareholders transfer ledger to reflect the new shareholdings among all shareholders following the share transfer.

If you incorporated with our company, click here to login to your account and update your corporation.

If you DID NOT incorporate with us, click here so that you can enter all information about your corporation on our secure website. This process takes approximately 15 minutes and requires information about your corporation that can be obtained from your incorporation documents (certificate of incorporation, articles, minute book). Once you enter all the required information, you will be able to able to maintain your corporation without having to re-enter the corporate information in the future.

Important Note! British Columbia users click here.