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Set the founding documents
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Newfoundland and Labrador stands fully covered: its own filings and guidance stand in the books beside the federal ones.
The bylaws stand in the founding documents, with the name, the purposes and the head office.
The articles are in the prescribed form and state the restrictions on the undertaking, the no-share-capital and no-gain statements, and that each first director becomes a member on incorporation. The articles or by-laws may set classes of members and how members are admitted; a member’s interest passes to no one and lapses on death or resignation, unless the articles provide otherwise. Binds: Newfoundland and Labrador corporations without share capital (Part XXI of the Corporations Act).
The law’s own words
“The articles shall be in the prescribed form and in addition shall state (a) the restrictions on the undertaking that the corporation may carry on; (b) that the corporation has no authorized share capital and is to be carried on without monetary gain to its members, and that profits or other accretions to the corporation are to be used in furthering its undertaking; … (d) that each 1st director becomes a member of the corporation upon its incorporation.”
Corporations Act (Newfoundland and Labrador), s. 421 · Read it at Newfoundland and Labrador · Verified 2026-11-11
“The articles or by-laws of a corporation may provide for more than 1 class of membership and, in that case, the articles shall set out the designation of and the terms and conditions attaching to each class.”
Corporations Act (Newfoundland and Labrador), s. 424(2) · Read it at Newfoundland and Labrador · Verified 2026-11-11
“Subject to the articles or by-laws of a corporation, persons may be admitted to membership in a corporation by resolution of the directors; but the articles or by-laws may provide (a) that the resolution is not effective until confirmed by the members in general meeting; and (b) that members may be admitted by holding some office outside the corporation.”
Corporations Act (Newfoundland and Labrador), s. 425 · Read it at Newfoundland and Labrador · Verified 2026-11-11
“Unless the articles of a corporation otherwise provide, the interest of a member in a corporation is not transferable and lapses and stops existing upon the member’s death or when the member stops being a member by resignation or otherwise in accordance with the by-laws of the corporation.”
Corporations Act (Newfoundland and Labrador), s. 427(1) · Read it at Newfoundland and Labrador · Verified 2026-11-11
Corporations Act (Newfoundland and Labrador), sections 418 and 419
“This Part applies to a corporation without share capital except a mutual insurance corporation to which Division B of Part XXIII applies.” “When used in relation to a corporation without share capital (a) the word "member" refers to a member having rights through membership interest in the corporation in accordance with this Act and the articles and by-laws of the corporation; and (b) the word "security" refers to a debt obligation of a corporation and includes a certificate evidencing the debt obligation.”
Source: House of Assembly — Corporations Act, RSNL 1990, c. C-36, ss. 418, 419 · Checked 2026-11-11