CORPORATE FORMATION · FORM 1 · OBCA

Articles of Incorporation

Statute: Ontario Business Corporations Act, R.S.O. 1990, c. B.16 Jurisdiction: Ontario, Canada
Informational Summary. This page summarizes the key provisions of ClearGlass Inc.'s Articles of Incorporation filed under the Ontario Business Corporations Act. The authoritative record is the original Form 1 filed with and accepted by the Ontario Business Registry. This is not legal advice — consult a licensed Ontario lawyer for formal incorporation.

1. Corporate Identity

Corporate NameClearGlass Inc.
Corporate TypeBusiness Corporation
Governing StatuteOntario Business Corporations Act, R.S.O. 1990, c. B.16 (OBCA)
JurisdictionProvince of Ontario, Canada
StatusActive

2. Registered Office

MunicipalityCity of Burlington
ProvinceOntario
CountryCanada

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.

3. Share Capital

The Corporation is authorized to issue the following classes of shares:

CLASS A — COMMON SHARES
Number Authorized:Unlimited
Par Value:None (no par value shares)
Consideration:As determined by Board resolution at time of issuance
CLASS B — PREFERRED SHARES (AUTHORIZED, NOT YET ISSUED)
Number Authorized:Unlimited
Par Value:None
Rights:As determined by Board resolution at time of issuance, may include priority dividends and liquidation preference

4. Share Rights and Restrictions

Common Share Rights

Each Common Share carries the following rights:

  • Voting: One (1) vote per share at all shareholder meetings
  • Dividends: Right to participate in dividends declared by the Board of Directors, subject to any preferred share priority
  • Liquidation: Right to participate in the remaining property of the Corporation on dissolution, after satisfaction of all liabilities and any preferred share priority

Transfer Restrictions

The right to transfer shares of the Corporation is restricted in that no shares shall be transferred without either:

  • The approval of the Board of Directors expressed by a resolution passed at a duly convened meeting of the Board, or
  • Written consent of a majority of the directors

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.

5. Director Authority

Minimum DirectorsOne (1)
Maximum DirectorsTen (10)
Residency RequirementAs 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:

  • Borrow money and give security on corporate assets
  • Issue debt instruments and execute mortgages
  • Delegate powers to officers and committees
  • Set compensation for officers and employees

6. Restrictions on Business

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:

  • Cybersecurity services, consulting, and platform development
  • Artificial intelligence and machine learning research and application
  • Threat intelligence, risk management, and digital forensics
  • Software development, architecture, and engineering
  • AI governance, compliance advisory, and digital infrastructure

7. Other Provisions

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.

AMENDMENT

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.

8. Incorporator

IncorporatorDesmond Otieno Odhiambo
ResidenceBurlington, Ontario, Canada
CapacityFounder and First Director

The incorporator signed the Articles of Incorporation and authorized the filing with the Ontario Business Registry. Upon filing and acceptance by the Registrar, ClearGlass Inc. became a corporation with all the rights, powers, and privileges, and subject to all the liabilities, of a natural person.