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declaring dividends and share structure in new corporation

#1 User is offline   rusty1 Icon

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Posted 04 December 2011 - 10:47 PM

My corporation will be declaring its first dividend to its sole shareholder this year. When the corporation was set up it was done with unlimited common shares. Do the articles of incorporation need to be amended to a fixed number of shares to determine the amount of dividend per share or can it be left as is for the purposes of the resolution/declaration?
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#2 User is offline   samhill Icon

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Posted 05 December 2011 - 05:14 AM

View Postrusty1, on 04 December 2011 - 03:47 PM, said:

My corporation will be declaring its first dividend to its sole shareholder this year. When the corporation was set up it was done with unlimited common shares. Do the articles of incorporation need to be amended to a fixed number of shares to determine the amount of dividend per share or can it be left as is for the purposes of the resolution/declaration?

Uh, dividends are declared only on shares that are actually issued and paid for, not on shares that have not been issued!
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#3 User is offline   rusty1 Icon

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Posted 05 December 2011 - 01:31 PM

View Postsamhill, on 05 December 2011 - 12:14 AM, said:

Uh, dividends are declared only on shares that are actually issued and paid for, not on shares that have not been issued!

really?
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#4 User is offline   Old_number_17 Icon

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Posted 05 December 2011 - 02:10 PM

View Postrusty1, on 05 December 2011 - 06:31 AM, said:

really?


sounds like shares have not really been issued to you, so you are not really the shareholder.... I would have a chat with the person who did your incorporation, and impress on him that he needs to complete that which he started...

A chat with your lawyer might be useful.
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#5 User is offline   rusty1 Icon

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Posted 06 December 2011 - 06:35 PM

View PostOld_number_17, on 05 December 2011 - 09:10 AM, said:

sounds like shares have not really been issued to you, so you are not really the shareholder.... I would have a chat with the person who did your incorporation, and impress on him that he needs to complete that which he started...

A chat with your lawyer might be useful.


correct, but it needs to be done now...can anyone out there supply a link to waht a sample corporation minute book looks like for a small ontario corporation?
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#6 User is offline   spenceh Icon

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Posted 06 December 2011 - 07:01 PM

View Postrusty1, on 06 December 2011 - 11:35 AM, said:

correct, but it needs to be done now...can anyone out there supply a link to waht a sample corporation minute book looks like for a small ontario corporation?

If you want to try DIY, try Staples: http://www.staples.c...d=incorporation

They often have a number of self help books in the store (though they seem to be out of stock online for the Ontario one.)
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#7 User is offline   samhill Icon

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Posted 06 December 2011 - 07:22 PM

View Postrusty1, on 06 December 2011 - 11:35 AM, said:

correct, but it needs to be done now...can anyone out there supply a link to waht a sample corporation minute book looks like for a small ontario corporation?

Why would you want a minute book?

That isn't going to solve the concept of how many shares of the unlimited were actually issued.

A minute book is just a bunch of pages with the minutes of meetings. You can use any 3 ring binder and put in pages.

A minute book will not provide you with pre-printed minutes, if that is what you want.

As suggested, try the Self-Counsel Press books on incorporation in your province.
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#8 User is offline   rusty1 Icon

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Posted 06 December 2011 - 07:45 PM

View Postsamhill, on 06 December 2011 - 02:22 PM, said:

Why would you want a minute book?

That isn't going to solve the concept of how many shares of the unlimited were actually issued.

A minute book is just a bunch of pages with the minutes of meetings. You can use any 3 ring binder and put in pages.

A minute book will not provide you with pre-printed minutes, if that is what you want.

As suggested, try the Self-Counsel Press books on incorporation in your province.

thx for your answers...obviously this is a new area for me...thought the minutes of my meeting with myself is where "we" decide to allocate x amount of shares to myself etc etc...
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#9 User is offline   Tim Parris Icon

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Posted 07 December 2011 - 01:52 AM

View Postrusty1, on 06 December 2011 - 02:45 PM, said:

thx for your answers...obviously this is a new area for me...thought the minutes of my meeting with myself is where "we" decide to allocate x amount of shares to myself etc etc...

Oddly enough, I've read minute books prepared by lawyers and, yes, the minutes do read exactly like that. (Joe approves the sale of...)
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#10 User is offline   rusty1 Icon

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Posted 07 December 2011 - 02:28 AM

View PostTim Parris, on 06 December 2011 - 08:52 PM, said:

Oddly enough, I've read minute books prepared by lawyers and, yes, the minutes do read exactly like that. (Joe approves the sale of...)

exactly!
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#11 User is offline   JoanTax Icon

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Posted 09 December 2011 - 08:16 PM

View Postrusty1, on 04 December 2011 - 02:47 PM, said:

My corporation will be declaring its first dividend to its sole shareholder this year.
When the corporation was set up it was done with unlimited common shares.
Do the articles of incorporation need to be amended to a fixed number of shares to determine the amount of dividend per share or can it be left as is for the purposes of the resolution/declaration?


No

But there are about a thousand thingls you have left out doing which the corp[oration still has to do.

Also the information you have given is irrelevant, since the important matters are not mentioned in the post.

These issues require knowledge of accounting, tax, and legal matters, so these are the courses, studies, and books you should seek out to study and refer to.
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#12 User is offline   rusty1 Icon

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Posted 09 December 2011 - 08:23 PM

View PostJoanTax, on 09 December 2011 - 03:16 PM, said:

No

But there are about a thousand thingls you have left out doing which the corp[oration still has to do.

Also the information you have given is irrelevant, since the important matters are not mentioned in the post.

These issues require knowledge of accounting, tax, and legal matters, so these are the courses, studies, and books you should seek out to study and refer to.


spoken like a true accountant...lets rack up those billable hours!
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#13 User is offline   JoanTax Icon

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Posted 09 December 2011 - 08:33 PM

View Postrusty1, on 09 December 2011 - 12:23 PM, said:

spoken like a true accountant...lets rack up those billable hours!


No, you can do it yourself - but just like anything else, the required knowledge and skill needs to be perfected first. For things like this, it takes years, though.
I would be far too nervous to take off down a Whistler black diamond run the first time I put on skis, even if they were super-fantastic professional expensive brand new skis. The first 10 feet may be fun, but I may not live past the 15 foot mark.
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#14 User is offline   rusty1 Icon

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Posted 09 December 2011 - 08:53 PM

View PostJoanTax, on 09 December 2011 - 03:33 PM, said:

No, you can do it yourself - but just like anything else, the required knowledge and skill needs to be perfected first. For things like this, it takes years, though.
I would be far too nervous to take off down a Whistler black diamond run the first time I put on skis, even if they were super-fantastic professional expensive brand new skis. The first 10 feet may be fun, but I may not live past the 15 foot mark.


interesting analogy, but this task is more comparable to putting on those brand new skis and hitting the bunny slope for the first time. My post was quite specific, not asking for taxation of dividends,complex legal or accounting issues. so why don't you share your knowledge on the issue
rather than your affinity for skiing?
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#15 User is offline   JoanTax Icon

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Posted 10 December 2011 - 01:23 AM

View Postrusty1, on 09 December 2011 - 12:53 PM, said:

interesting analogy, but this task is more comparable to putting on those brand new skis and hitting the bunny slope for the first time. My post was quite specific, not asking for taxation of dividends,complex legal or accounting issues. so why don't you share your knowledge on the issue
rather than your affinity for skiing?


I did answer your specific question above - (My answer was "no" - see above).
[But you have described that you intend to do the wrong thing, but what to do to fix it can ony be determined by examining the books and records of the corporation to see what, if anything, is wrong].

Interesting that you consider the black diamond run to be the same as the bunny run.
Take care.
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#16 User is offline   rusty1 Icon

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Posted 10 December 2011 - 01:53 AM

View PostJoanTax, on 09 December 2011 - 08:23 PM, said:

I did answer your specific question above - (My answer was "no" - see above).
[But you have described that you intend to do the wrong thing, but what to do to fix it can ony be determined by examining the books and records of the corporation to see what, if anything, is wrong].

Interesting that you consider the black diamond run to be the same as the bunny run.
Take care.

you obviously have a reading comprehension issue
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