What are the “Articles” of a business corporation?
A plain-language explainer of what articles are, how they differ from bylaws, where they are filed, and what can be customized for your company.
Overview — the public “blueprint” of your company
When you incorporate, you file a short set of core documents with the government registry. Among them are the articles (or “articles of incorporation”). Think of the articles as the corporation’s public blueprint: they define the legal name, the share structure (how many shares, what classes, any special rights), and any restrictions or special provisions that must be visible on the public record.
Articles are not the same as bylaws. Bylaws are the detailed internal rules for meetings, officers, quorum and procedures; articles are the filed terms that give the company its legal shape.
What typically appears in the articles
- Corporate name (or numbered name) as approved by the registry.
- Share structure: number of shares authorized; classes (e.g., common, preferred); rights (vote, dividends, redemption) and restrictions.
- Special provisions such as share transfer restrictions or pre-emptive rights (if any).
- Any other mandatory statements required by the relevant statute (BC or federal).
Director names/addresses and registered office details are part of the incorporation record, but the ongoing “rules of meetings” are usually in the bylaws, not the articles.
Articles vs bylaws (at a glance)
| Topic | Articles | Bylaws |
|---|---|---|
| Where kept | Filed with the registry (public record) | Internal corporate records (minute book) |
| Focus | Share structure & special provisions | Meetings, quorum, officers, procedures |
| Changes | Usually needs shareholder approval and a formal filing (amendment) | Changed internally by the corporation per its rules |
Amending articles
Over time you may need to add a new share class, change rights, or add restrictions. These changes are made by articles of amendment (or equivalent) and typically require shareholder approval and a filing with the registry. Keep both the amendment and the consolidated articles in your minute book.
Official resources
- BC Registries — incorporated companies (overview & forms): BC Government — Incorporated companies
- Corporate Online (BC): Corporate Online
- Corporations Canada — federal incorporation & amendments: Corporations Canada