LEGL 231 - Create Minute Book - MacEwan University

Assignment Task

Assignment

Barb Millicent is an entrepreneur who is successful in pretty much anything she pursues. She has acquired a lake front property outside of Edmonton to develop into a dream business. Barb enjoys all sorts of activities and has gained a sizable following on social media. She has already built a dance hall, martial arts gym and riding stable on the land and is installing a floating obstacle course on the adjacent lake. Barb realizes her social media following and even some normal people will pay good money to attend her dream dance parties, sporting events and do beach things.

Barb recalls from her university studies that she should be concerned with liability if someone were to get injured while dancing, sporting or beaching, so she knows she should register a corporation. Barb will be the incorporator, sole director, a shareholder and the sole officer of an Alberta numbered corporation to be incorporated by you on cores operate the dream business.

She would like the numbered corporation incorporated immediately. The registered office address is going to be at the offices of Barb’s accounting office located at 323 McLeod Ave, Spruce Grove, AB T7X 0J6. The records address and mailing address are the same as the registered office address.

Barb’s home address and the address of the dream business are located at 53102 RR 40, 1204 Wabamun, AB T0E 2K0. Barb’s life partner, Ken Carson, will also be a shareholder of the company. For now, that is “kenough”. Barb is not yet sure if he will be good at director or officer stuff. Ken resides at 10527 - 96 Street Edmonton, AB T5H 2H6. The share structure of the company at the time of incorporation will be as follows:

• An unlimited number of shares designated as “Common Voting Shares”.

• An unlimited number of shares designated as “Common Non-Voting Shares”.

No other classes of shares will be included in the initial capital structure. In the Articles of Incorporation, there are no restrictions on the business that the numbered corporation may carry out. There are no unique provisions in the Articles of Incorporation. There will be a minimum of one and a maximum of five directors in the Articles of Incorporation, although only Barb will initially be appointed as the sole director at the time of incorporation. Major Assignment #1 - Create Minute Book Fall 2023 MacEwan University LEGL 231 2 Immediately after incorporation, the following steps will occur:

(1) Barb will subscribe for 100,000 Common Voting Shares at a subscription price of $10.00 per share.

Barb will pay for her shares in two ways:

(i) by transferring to the corporation all of the equipment and supplies that she recently purchased for the dancehall $50,000.00; and

(ii) the remainder through cash purchases.

(2) Ken will also subscribe for 50,000 Common Non-Voting Shares at subscription price of $5.00 per share.

(3) The numbered corporation will register the following trade name to carry on business as follows: “Jive Jazz Playa Beach Resort”.

(4) Barb and Ken have had a relationship for a long time but recognize they may grow as individuals and eventually pursue other, individual opportunities. Barb and Ken will enter into a Unanimous Shareholders’ Agreement with provisions for shareholders to buy out the others as well as the other standard terms. You can decide what specific provisions to put in it.

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