| Corporate Name | ClearGlass Inc. |
| Corporate Type | Business Corporation |
| Governing Statute | Ontario Business Corporations Act, R.S.O. 1990, c. B.16 (OBCA) |
| Jurisdiction | Province of Ontario, Canada |
| Status | Working draft — filing not verified |
| Municipality | City of Burlington |
| Province | Ontario |
| Country | Canada |
The registered office is the address for service of legal documents and official government correspondence. The Corporation may maintain its principal place of business at any address in Ontario or elsewhere as determined by the Board of Directors.
The Corporation is authorized to issue the following classes of shares:
| Number Authorized: | Unlimited |
| Par Value: | None (no par value shares) |
| Consideration: | As determined by Board resolution at time of issuance |
| Number Authorized: | Unlimited |
| Par Value: | None |
| Rights: | As determined by Board resolution at time of issuance, may include priority dividends and liquidation preference |
Each Common Share carries the following rights:
The right to transfer shares of the Corporation is restricted in that no shares shall be transferred without either:
This restriction is intended to qualify the Corporation as a private corporation under the Income Tax Act (Canada) and to preserve the private nature of the Corporation.
| Minimum Directors | One (1) |
| Maximum Directors | Ten (10) |
| Residency Requirement | As required by OBCA (majority of directors must be Canadian residents, or exemption applies) |
The Board of Directors has full authority to manage or supervise the management of the business and affairs of the Corporation, including the power to:
There are no restrictions on the business the Corporation may carry on or on the powers the Corporation may exercise.
ClearGlass Inc. operates in the technology sector, with primary business activities in:
The Articles contain no other special provisions beyond those summarized above. The Corporation operates as a non-offering corporation (private corporation) and is not permitted to make a public offering of its securities without amending its Articles to remove the transfer restriction (Article 4) and comply with applicable securities law.
These Articles may be amended by special resolution of the shareholders (two-thirds majority) at a duly constituted general meeting, followed by filing Articles of Amendment (Form 3) with the Ontario Business Registry.
| Incorporator | Desmond Otieno Odhiambo |
| Residence | Burlington, Ontario, Canada |
| Capacity | Founder and First Director |
Before filing, the named incorporator must review and sign the Articles and authorize submission to the Ontario Business Registry. Corporate existence begins only if and when the Registrar accepts the filing and issues a Certificate of Incorporation.