Model Reporting Letter – Incorporation of a Company
Date: February, 2002
Questions / Comments? Please contact a Practice Advisor
Copyright © 2002 The Law Society of British Columbia
Dear [client name]:
Re: [name of company] (the "Company")
We are pleased to report on incorporation and organization of the Company, and the status now evidenced by our records:
1. The Company was incorporated as a non-reporting company under the British Columbia Company Act on [month, day, year] under No. [number].
2. The company is authorized to issue [describe shares].
3. The registered office and the records office are located at [address]. A notice to that effect has been filed with the Registrar of Companies.
4. The [sole] director[s] of the Company [is/are]:
A notice to that effect has been filed with the Registrar of Companies.
5. The officers of the Company are:
|[list other officers]||[name]|
6. The [sole] member[s] of the Company, [his/her/their] shareholdings and share certificates are as follows:
Number and Class of Shares
7. The quorum for directors' meetings is [number] directors. The chair of the meeting [has/does not have] a casting vote.
8. The financial year-end is [month, day].
The financial year-end has not yet been fixed. Please contact us when you have determined it.
9. The Company has appointed [name] as auditor.
The Company has waived the appointment of an auditor.
10. We have prepared registers of directors, members, allotments, and transfers, all of which are kept with the corporate records of the Company held at our office.
11. In addition, the corporate records of the Company include:
(a) original certificate of incorporation;
(b) certified copy of the memorandum and articles;
(c) organizational resolutions of the subscriber;
(d) directors' resolutions appointing officers, and registered and records office;
(e) members' resolution appointing the auditor [or waiving appointment of an auditor];
(f) copy of notice of offices;
(g) copy of notice of directors;
(h) consents to act as director for [name] and [name];
(i) cancelled share certificates No. [number] and [number];
(j) new share certificates No. [number] and [number].
12. The seal of the Company may be fixed to any document by the persons described in Article [number], a copy of which is attached. There is no directors' resolution on file passed under Article [number].
Please notify us if you wish copies of any of the corporate records for your files.
Please note that s.106 of the Company Act requires every company to display its full corporate name in legible characters at all places where it carries on business, and on a variety of written documents, including letterhead and contracts. Failure to do so may result in significant penalties, including personal liability on the part of directors and officers. It is critical that you contact us in advance if the Company proposes in any way to conduct business under or identify itself by a name other than the full corporate name.
We trust the foregoing is in order.