BC Incorporation Documents Explained: Articles, Notice of Articles, and Incorporation Agreement
BC incorporation involves several documents, each serving a different purpose. The Articles contain the company’s internal governance rules, the Notice of Articles records key information filed with BC Registries, and the Incorporation Agreement records each incorporator’s agreement to form the company and take shares. When you incorporate a company in BC, you will also file an Incorporation Application and, once the company is formed, receive a Certificate of Incorporation.
Quick Answer
BC incorporation requires several distinct documents. Articles set internal rules, the Notice of Articles records corporate details with BC Registries, and the signed Incorporation Agreement records each incorporator’s commitment to take shares. The Incorporation Application is filed to form the company, and the registrar issues its Certificate of Incorporation.
BC Incorporation Documents at a Glance
| Document | Main Purpose | Signed? | Filed With BC Registries? | Issued by Registrar? | Kept in Corporate Records? |
|---|---|---|---|---|---|
| Articles | Company’s internal governance rules | First Articles are signed by incorporators | Not filed as the signed document | No | Yes |
| Notice of Articles | Key registry-facing corporate information | Not signed like the Articles | Yes, as part of the Incorporation Application | Certified copy can be furnished | Yes |
| Incorporation Agreement | Records incorporators’ agreement to form company and take shares | Yes, by each incorporator | No | No | Yes |
| Incorporation Application | Filing used to incorporate the company | Contains completing party statement | Yes | Copy/certified copy can be furnished | Yes |
| Certificate of Incorporation | Official evidence of incorporation | No applicant signature | Not applicable | Yes | Yes |
The easiest way to remember the difference is:
- Articles: the company’s internal rulebook
- Notice of Articles: key corporate information on the registry
- Incorporation Agreement: incorporators’ signed formation and share commitment
- Incorporation Application: the filing that creates the company
- Certificate of Incorporation: official evidence that the company was incorporated
What Are Articles for a BC Company?
Every company incorporated under British Columbia’s Business Corporations Act must have Articles.
The Articles establish rules for the company’s conduct and can address matters such as:
- shareholder meetings
- director meetings
- voting procedures
- director powers and procedures
- dividends
- transfers of shares
- corporate records
- notices and communications
- other internal governance matters
The Act also requires the Articles to contain certain information where applicable, including restrictions on the company’s business or powers and any special rights or restrictions attached to classes or series of shares.
The first set of articles must include signature lines for each incorporator and, under the Act, must be signed by them.
This differs from the Notice of Articles, which includes specific registry information rather than the company’s detailed governance rules.
The current BC Business Corporations Act sets out these incorporation requirements.
What Are Table 1 Articles?
British Columbia provides a standard set of corporate provisions known as Table 1 Articles.
A company can adopt all or part of Table 1 by reference or restatement, with or without alterations, as permitted by the Business Corporations Act.
Table 1 covers common corporate governance matters, including:
- shares
- share certificates
- transfers
- shareholder meetings
- voting
- directors
- director meetings
- officers
- dividends
- accounting records
- notices
For a straightforward owner-managed corporation, Table 1 may provide a practical starting point.
However, standard Articles are not automatically the best choice for every company.
Custom Articles may deserve consideration where a company has:
- several shareholders
- outside investors
- multiple classes of shares
- unusual voting rights
- special transfer restrictions
- professional-corporation requirements
- more complex governance arrangements
- financing arrangements requiring tailored provisions
Companies with more specialized requirements may want to review business legal services before finalizing their governing documents.
Are the Articles Filed With BC Registries?
The originally signed Articles are not themselves filed with the registrar as part of the electronic Incorporation Application.
Before the application is submitted, the completing party must examine the Articles and Incorporation Agreement to confirm that they have been properly endorsed.
After incorporation, the completing party must deliver the originally signed Articles and Incorporation Agreement to the company’s records office.
This distinction matters because the Articles are foundational corporate records even though the signed document is not simply uploaded to the registry as part of the incorporation filing.
A company should preserve its Articles carefully as part of its permanent corporate records.
What Is a Notice of Articles in BC?
The Notice of Articles contains specified information about the company that forms part of the official corporate registry record.
Under the Business Corporations Act, it includes information such as:
- company name
- full name and prescribed address of each director
- registered office mailing and delivery addresses
- records office mailing and delivery addresses
- authorized share structure
- whether special rights or restrictions apply to classes or series of shares
- certain translations of the company name used outside Canada, if applicable
One important point:
The Notice of Articles is not a list of the company’s shareholders.
The company maintains share ownership through its own securities and corporate records.
This is one of the most common areas of confusion when business owners review their incorporation package.
Articles vs. Notice of Articles: What’s the Difference?
The two documents are related, but they serve different purposes.
Articles
The Articles contain the company’s internal governance rules.
Think of them as the corporation’s rulebook.
Notice of Articles
The Notice of Articles records prescribed corporate information for the registry.
Think of it as the company’s registry-facing corporate profile.
For example, the Articles may contain detailed rules about how directors’ meetings are conducted.
By contrast, the Notice of Articles identifies the directors and records their prescribed addresses.
Both are important. They simply do different jobs.
Is the Notice of Articles Filed With BC Registries?
Yes.
The Notice of Articles is contained within the Incorporation Application filed with the registrar.
It forms part of the company’s corporate registry information.
Corporate Online also requires incorporation filers to enter information that appears in the Notice of Articles, including:
- directors
- registered and recorded offices
- share structure
- company-name translations where applicable
After incorporation, the registrar may furnish a certified copy of the Notice of Articles in accordance with the Act.
Current electronic filing instructions are available through BC Corporate Online.
What Is an Incorporation Agreement?
The Incorporation Agreement is a signed agreement the incorporators enter into before the company is formed.
Each incorporator agrees to take one or more shares of the company.
The agreement must identify, for each incorporator:
- full name
- signature
- date of signing
- number of shares being taken
- class and series of those shares, where applicable
Every incorporator must sign it.
That requirement applies even where there is only one incorporator.
For example, if one person is forming a corporation and agrees to take 100 common shares, the Incorporation Agreement records that initial commitment.
What Does the Incorporation Agreement Actually Do?
The Incorporation Agreement records the incorporators’ initial commitment to form the corporation and take its shares.
In simple terms, it documents:
- who is forming the company
- the incorporator’s agreement to take shares
- how many shares each incorporator agrees to take
- which class or series those shares belong to
It should not be confused with a shareholders’ agreement.
Incorporation Agreement
A formation document used when the company is being incorporated.
Shareholders’ Agreement
A private contract that may govern the ongoing relationship among some or all shareholders.
A shareholders’ agreement may address:
- decision-making
- share transfers
- buy-sell provisions
- dispute resolution
- financing
- exits
Not every corporation needs a shareholders’ agreement, but every incorporation must satisfy the statutory Incorporation Agreement requirement.
Is the Incorporation Agreement Filed With BC Registries?
No. The signed Incorporation Agreement is generally kept as a corporate record rather than filed as part of the electronic Incorporation Application.
The completing party must examine it before filing.
After the company is incorporated, the originally signed Incorporation Agreement must be delivered to the company’s records office with the originally signed Articles.
This is why a complete corporate records book should contain more than the documents visible in an online registry search.
What Is the Incorporation Application?
The Incorporation Application is the filing submitted to the registrar to legally incorporate the company.
It is different from the Incorporation Agreement.
The application includes information such as:
- completing party statement
- full names and mailing addresses of incorporators
- reserved company name and reservation number, where applicable
- numbered-company statement where no custom name is reserved
- Notice of Articles
Once you file the application and the company becomes effective under the Business Corporations Act, the corporation comes into existence.
Business owners who are still determining which structure they require can first review how to register a business in BC.
Incorporation Agreement vs. Incorporation Application
These two names sound similar but refer to very different documents.
| Factor | Incorporation Agreement | Incorporation Application |
|---|---|---|
| Main purpose | Records incorporators’ agreement to form company and take shares | Filing used to create the company |
| Signed by incorporators? | Yes | Not in the same form |
| Filed with registrar? | No | Yes |
| Contains initial share commitment? | Yes | Identifies incorporators but is not the share subscription agreement |
| Contains Notice of Articles? | No | Yes |
| Kept in corporate records? | Yes | Yes |
| Role in creating company | Required formation document | Filing that effects incorporation |
The simplest distinction is:
The Incorporation Agreement is signed by the founders. The Incorporation Application is filed with the registrar.
What Is a Certificate of Incorporation?
The Certificate of Incorporation is issued by the registrar after the company is incorporated.
The certificate records:
- company name
- incorporation number
- date and time of incorporation
It is official evidence that the company has been incorporated.
It does not contain the company’s internal governance rules.
Those belong in the Articles.
It also does not replace the Incorporation Agreement or Notice of Articles.
What Does BC Registries Provide After Incorporation?
Once a company has been incorporated, the registrar issues the Certificate of Incorporation.
Under the Business Corporations Act, the registrar must also:
- provide the company with certified copies of the Incorporation Application and Notice of Articles if requested
- provide a copy of the Incorporation Application to the completing party
Corporate Online allows filers to select how registry-generated incorporation documents are delivered.
The company’s originally signed Articles and Incorporation Agreement are different.
The incorporators originate those documents and must retain them in the company’s records.
What Does the Completing Party Do?
The completing party is the person responsible for completing the Incorporation Application.
That role carries specific statutory responsibilities.
Before filing, the completing party must:
- examine the Articles
- examine the Incorporation Agreement
- ensure both documents are properly endorsed
- identify the correct incorporators in the Incorporation Application
- complete the completing party statement
After incorporation, the completing party must ensure that the originally signed:
- Articles
- Incorporation Agreement
are delivered to the company’s records office.
The completing party therefore links the corporation’s privately kept documents with the information filed through the registry.
How BC Incorporation Documents Fit Together
The document flow looks like this:
- Prepare the Articles.
- Prepare the Incorporation Agreement.
- Each incorporator signs the required documents.
- Prepare the Incorporation Application.
- Include the Notice of Articles in the Incorporation Application.
- The completing party checks the signed Articles and Incorporation Agreement.
- File the incorporation application with the registrar.
- The company becomes incorporated at its effective date and time.
- The registrar issues the Certificate of Incorporation.
- The company’s incorporation and corporate records are kept at the company’s records office.
This sequence explains why you shouldn’t use the terms prepared, signed, filed, issued, and kept interchangeably.
Which Documents Go in the Corporate Records Book?
A BC company’s corporate records normally grow beyond the initial incorporation package.
Foundational records can include:
- Certificate of Incorporation
- Incorporation Application
- Notice of Articles
- Articles
- Incorporation Agreement
Other corporate records can include:
- directors’ register
- Central Securities Register
- shareholder records
- Transparency Register where required
- directors’ and shareholders’ resolutions
- share subscriptions
- share certificates where used
- annual corporate records
Businesses setting up or maintaining their records can review available corporate records and business supplies.
Can BC Articles Be Changed After Incorporation?
Yes.
Articles can be altered after incorporation, subject to the Business Corporations Act and the company’s existing Articles.
The procedure depends on the type of alteration.
Changes may involve:
- shareholder resolutions
- directors’ actions
- amendments to corporate records
- a Notice of Alteration or another registry filing
Potential changes can affect:
- governance rules
- share rights
- restrictions on share transfers
- director provisions
- other corporate procedures
Because different changes can require different approvals, there is no single amendment procedure that applies to every provision in the Articles.
Can the Notice of Articles Be Changed?
Yes, but the company does not update the official registry simply by editing its existing copy.
Changes to information appearing in the Notice of Articles must be made through the appropriate corporate filing.
Examples include:
- change of director
- change of registered office
- change of records office
- company name change
- alteration of authorized share structure
Once the appropriate filing takes effect, the registry information reflects the change.
BC Business Register provides services to update your business when corporate information needs to be changed.
Does the Incorporation Agreement Change When New Shareholders Join?
Generally, the original Incorporation Agreement remains a historical formation document.
It records what the incorporators agreed to when the company was created.
It is not normally rewritten whenever:
- new shares are issued
- shares are transferred
- a new shareholder joins
- an existing shareholder leaves
Later share transactions are reflected through appropriate corporate records, which may include:
- subscription agreements
- directors’ resolutions
- Central Securities Register entries
- share certificates where used
- transfer documentation
This is another reason the Incorporation Agreement should not be confused with a shareholders’ agreement.
Articles vs. Shareholders’ Agreement
The Articles and a shareholders’ agreement can both affect company governance, but they are different documents.
Articles
The Articles are part of the company’s constitutional corporate documents and bind the company and its shareholders under the Business Corporations Act.
Shareholders’ Agreement
A shareholders’ agreement is a separate private contract among some or all shareholders.
It can deal with matters such as:
- management decisions
- financing
- transfers of shares
- rights of first refusal
- buy-sell provisions
- disputes
- shareholder exits
A simple one-owner corporation may never require a shareholders’ agreement.
A corporation with several active owners may have more reason to consider one.
Common BC Incorporation Document Mistakes
Confusing Articles With the Notice of Articles
The Articles contain governance rules.
The Notice of Articles contains prescribed registry information.
They are not interchangeable.
Calling Everything “Articles of Incorporation”
That phrase is common in other jurisdictions, but BC law separates several documents.
Using the statutory BC terms makes it much clearer which document is being discussed.
Treating the Incorporation Agreement Like a Shareholders’ Agreement
The Incorporation Agreement records the incorporators’ initial agreement to take shares.
It is not a comprehensive agreement governing their long-term business relationship.
Assuming the Notice of Articles Lists Shareholders
It does not function as the company’s shareholder register.
Share ownership is tracked through the company’s corporate and securities records.
Failing to Keep the Signed Articles
The signed Articles belong in the company’s corporate records.
Failing to Keep the Incorporation Agreement
The original agreement is also an important permanent formation record.
Assuming Every Company Needs Custom Articles
Many simple companies may be able to use Table 1 Articles.
More complex businesses may need tailored provisions.
Manually Editing the Notice of Articles
Changing your copy does not change the official corporate registry.
Use the applicable corporate filing.
Articles vs. Notice of Articles vs. Incorporation Agreement
For a final quick comparison:
| Document | Think of It As |
|---|---|
| Articles | Company’s internal rulebook |
| Notice of Articles | Registry-facing corporate information |
| Incorporation Agreement | Incorporators’ signed commitment to form the company and take shares |
| Incorporation Application | Filing used to legally incorporate |
| Certificate of Incorporation | Official evidence the company was incorporated |
Frequently Asked Questions
What Are Articles for a BC Company?
Articles are the company’s internal governance rules. Every BC company must have Articles that address corporate procedures, meetings, directors, shares, transfers, dividends, and other governance matters.
What Is a Notice of Articles?
A Notice of Articles records prescribed company information, such as the company name, directors, registered and recorded offices, and the authorized share structure. It forms part of the Incorporation Application filed with BC Registries.
What Is an Incorporation Agreement?
The Incorporation Agreement is signed by every incorporator and records each incorporator’s agreement to take one or more shares, including the number and class or series of shares.
What Is the Difference Between Articles and Notice of Articles?
Articles contain the company’s internal governance rules. The Notice of Articles contains prescribed corporate information maintained through the registry. They are separate documents with different functions.
Is the Incorporation Agreement Filed With BC Registries?
The signed Incorporation Agreement is not filed as part of the electronic Incorporation Application. The completing party reviews it and retains it at the company’s records office after incorporation.
Are the Articles Filed With BC Registries?
The originally signed Articles are not filed as part of the electronic incorporation filing. The completing party reviews them and delivers them to the company’s records office after incorporation.
What Documents Do I Receive After BC Incorporation?
The registrar issues a Certificate of Incorporation. Certified copies of the Incorporation Application and Notice of Articles may also be furnished in accordance with the Act and filing instructions. The signed Articles and Incorporation Agreement remain corporate records.
What Are Table 1 Articles?
Table 1 Articles are standard Articles prescribed under the BC Business Corporations Regulation. A company may adopt all or some of those provisions as permitted by the Business Corporations Act.
Can I Change the Articles After Incorporation?
Yes. You can alter the Articles after incorporation, but the required resolutions and filings depend on the nature of the amendment.
Is an Incorporation Agreement the Same as a Shareholders’ Agreement?
No. The Incorporation Agreement records the incorporators’ initial agreement to take shares when the company is formed. A shareholders’ agreement is a separate contract governing the ongoing relationship among shareholders.
Final Takeaway
The most important thing to understand about BC incorporation documents is that each one performs a different job.
Articles govern the company’s internal rules.
Notice of Articles records prescribed corporate information with the registry.
Incorporation Agreement documents the incorporators’ signed commitment to form the corporation and take shares.
Incorporation Application is the filing used to create the corporation.
Certificate of Incorporation is the official evidence issued after the company is incorporated.
Keeping those distinctions clear helps avoid one of the most common BC incorporation mistakes: assuming all the documents are simply different versions of “Articles of Incorporation.”
Just as importantly, incorporation does not end when the Certificate is issued. The company must retain its foundational records and maintain them as directors, offices, shares and other corporate information change over time.
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