# Issue shares ## Get an answer with one URL This tool needs facts that identify a person (names or addresses), and those never go in a URL. Three ways to get the answer: 1. Give the person the page to fill in themselves: https://mithril.law/corporate/share-issuance?facts=%7B%22subscribers%22%3A%5B%7B%22kind%22%3A%22individual%22%2C%22shares%22%3A500000%2C%22consideration%22%3A%22money%22%7D%5D%2C%22company%22%3A%7B%22incorporatedOn%22%3A%222026-03-15%22%2C%22registeredOffice%22%3A%7B%22province%22%3A%22Ontario%22%7D%2C%22directors%22%3A%5B%7B%22residentCanadian%22%3Atrue%7D%5D%2C%22officers%22%3A%5B%7B%22office%22%3A%22President%22%7D%5D%2C%22shareholders%22%3A%5B%7B%22kind%22%3A%22individual%22%2C%22holdings%22%3A%5B%7B%22shares%22%3A1000000%7D%5D%7D%5D%2C%22shareClasses%22%3A%5B%7B%22votesPerShare%22%3A1%7D%5D%2C%22shareholderAgreementInPlace%22%3Afalse%2C%22unanimousShareholderAgreement%22%3Afalse%2C%22articlesGrantPreemptiveRights%22%3Afalse%7D%7D (prefilled with the facts that are safe in a link). 2. POST the facts as JSON to https://mithril.law/api/v1/operations/corporate.share_issuance/runs: ```sh curl -X POST https://mithril.law/api/v1/operations/corporate.share_issuance/runs -H "Content-Type: application/json" -d '{"input":{"subscribers":[{"fullName":"Alex Founder","kind":"individual","address":{"street":"1 Example Road","city":"Toronto","region":"Ontario","postalCode":"M5V 2T6","country":"Canada"},"shareClass":"Common shares","shares":500000,"pricePerShare":"0.001","consideration":"money"}],"company":{"jurisdiction":"on","name":"Maple Robotics Inc.","incorporatedOn":"2026-03-15","fiscalYearEnd":"12-31","registeredOffice":{"street":"100 King Street West, Suite 5700","city":"Toronto","province":"Ontario","postalCode":"M5X 1C7"},"directors":[{"fullName":"Alex Founder","address":{"street":"1 Example Road","city":"Toronto","region":"Ontario","postalCode":"M5V 2T6","country":"Canada"},"residentCanadian":true}],"officers":[{"fullName":"Alex Founder","office":"President"}],"shareholders":[{"fullName":"Alex Founder","kind":"individual","address":{"street":"1 Example Road","city":"Toronto","region":"Ontario","postalCode":"M5V 2T6","country":"Canada"},"holdings":[{"shareClass":"Common shares","shares":1000000}]}],"shareClasses":[{"name":"Common shares","votesPerShare":1,"fairMarketValuePerShare":"1"}],"shareholderAgreementInPlace":false,"unanimousShareholderAgreement":false,"articlesGrantPreemptiveRights":false}}}' ``` 3. Call the MCP tool `corporate_share_issuance` at https://mithril.law/mcp. For founders on the founder plan: the directors’ resolution to issue shares, the subscriptions and certificates, and the updated registers. Anything that needs a lawyer is flagged. Give a companyId from the founder plan, or the corporation’s details with its current shareholders. For each subscriber ask their name and address, the class, the number of shares, the price per share and how they are paying. The answer never says whether a securities-law exemption applies; if a subscriber is new to the company, or there is no shareholder agreement, it hands off to a lawyer. ## Facts - `subscribers`: subscribers (list of value (repeat the parameter for each), required) - `companyId`: A company on your founder plan. Leave empty and fill in the corporation instead. (text, optional) - `company.jurisdiction`: company.jurisdiction (value, optional) - `company.name`: Exactly as on the certificate of incorporation. (text, optional) - `company.incorporatedOn`: The date on the certificate of incorporation. (date, YYYY-MM-DD, optional) - `company.fiscalYearEnd`: Month and day the financial year ends, for example 12-31 for December 31. (text, optional) - `company.registeredOffice`: company.registeredOffice (value, optional) - `company.directors`: company.directors (list of value (repeat the parameter for each), optional) - `company.officers`: company.officers (list of value (repeat the parameter for each), optional) - `company.shareholders`: company.shareholders (list of value (repeat the parameter for each), optional) - `company.shareClasses`: company.shareClasses (list of value (repeat the parameter for each), optional) - `company.corporationNumber`: company.corporationNumber (text, optional) - `company.lastAnnualMeeting`: The date of the last annual meeting or the last annual shareholder resolutions. Leave empty if there has not been one. (date, YYYY-MM-DD, optional) - `company.shareholderAgreementInPlace`: company.shareholderAgreementInPlace (true or false, optional) - `company.unanimousShareholderAgreement`: Yes if the shareholders signed an agreement that restricts the directors’ powers. (true or false, optional) - `company.articlesGrantPreemptiveRights`: Yes if the articles give existing shareholders the first right to buy new shares. (true or false, optional) ## Price CAD 299 per company per year plus HST. Each year’s resolutions and annual return prepared, share issuances recorded, and the registers kept current. Preview: a lawyer has not yet verified every rule behind this tool. ## The law behind it - Share issuance documents (unverified): For a share issuance the software prepares a written resolution of all the directors accepting each subscription at the stated price, determining the consideration (or, for property or past services, the money equivalent and that the property or services are worth at least that), issuing the shares once fully paid, adding the consideration to stated capital and updating the registers, and recording the disclosure of any director who subscribes; when a director subscribes, a written resolution of the existing shareholders approving the issue; one subscription and one share certificate per subscriber; and the updated securities register. The example pins the text for a fixed set of facts by SHA-256 hash. - Business Corporations Act, s. 23: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 24: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 104: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 129: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 132: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 141: https://www.ontario.ca/laws/statute/90b16 - Canada Business Corporations Act, s. 25: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 26: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 117: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 120: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 142: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 50: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Keeping the register of individuals with significant control (unverified): The register records, for each individual with significant control: name, date of birth, latest known address (Ontario) or residential address, address for service if given and citizenship (federal), jurisdiction of residence for tax purposes, the dates they became and ceased to be one, how they have significant control, and the steps taken to identify them and keep it up to date. The corporation reviews it at least once each financial year and records new information within 15 days. Federal corporations send the information to Corporations Canada at incorporation, with each annual return, and within 15 days after recording a change, at no fee. Ontario corporations file nothing about it, because the Ontario return (Corporations Information Act s. 6.1) is not in force. - Business Corporations Act, s. 140.2: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 140: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 145: https://www.ontario.ca/laws/statute/90b16 - Corporations Information Act, s. 6.1: https://www.ontario.ca/laws/statute/90c39 - Canada Business Corporations Act, s. 21.1: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 21.21: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Corporations Canada, Individuals with significant control: https://ised-isde.canada.ca/site/corporations-canada/en/individuals-significant-control - Corporations Canada, Policy on annual filings – Canada Business Corporations Act: https://ised-isde.canada.ca/site/corporations-canada/en/business-corporations/policy-annual-filings-canada-business-corporations-act - Corporations Canada, Services, fees and processing times: https://ised-isde.canada.ca/site/corporations-canada/en/services-fees-and-processing-times - Individuals with significant control (unverified): An individual has significant control if they are the registered holder or beneficial owner of, or have direct or indirect control or direction over, shares carrying 25% or more of the votes of all outstanding voting shares or equal to 25% or more of all outstanding shares by fair market value; if they hold such a number jointly, or under an agreement to exercise rights jointly or in concert (in Ontario also as related persons); or if they have influence that would result in control in fact. Shares held by a corporation, trust or nominee count in full for each individual named as controlling or directing them. Value per share is the value given for each class; at incorporation, with one class, every share counts equally. The 25% test uses exact numbers; percentages are shown rounded down to two decimals. Control in fact and acting together come from the founder's answers, not from the software. - Business Corporations Act, s. 1.1: https://www.ontario.ca/laws/statute/90b16 - Canada Business Corporations Act, s. 2.1: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Corporations Canada, Individuals with significant control: https://ised-isde.canada.ca/site/corporations-canada/en/individuals-significant-control - Issuing shares (unverified): Shares are issued by resolution of the directors at the price they set, and only once fully paid in money, or in property or past services the directors determine are worth at least the money the corporation would otherwise have received. The total consideration is the number of shares times the price per share (up to six decimals), which must come to a whole number of cents; it is added to the stated capital account for the class. The issue is recorded in the securities register with the holder's name and address, the number and class, and the date and particulars of issue. - Business Corporations Act, s. 23: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 24: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 141: https://www.ontario.ca/laws/statute/90b16 - Canada Business Corporations Act, s. 25: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 26: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 50: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - When a share issuance needs a lawyer (unverified): Before an issuance, the software hands the matter to a lawyer if a subscriber is not already a shareholder, director or officer (issuing shares to them may be a distribution needing a prospectus or an exemption under securities law, which the software does not decide), if the corporation will have two or more shareholders and no shareholder agreement, if the articles give existing shareholders pre-emptive rights, or if there is a unanimous shareholder agreement. It also warns, without handing off, when consideration is not money, when a director is a subscriber (the director discloses the interest in the resolution and the existing shareholders are asked to approve the issue), and when a different holder will have a majority of the votes. Otherwise the directors and subscribers only need to sign. - Securities Act, s. 53: https://www.ontario.ca/laws/statute/90s05 - Business Corporations Act, s. 23: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 132: https://www.ontario.ca/laws/statute/90b16 - Canada Business Corporations Act, s. 25: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 120: https://laws-lois.justice.gc.ca/eng/acts/C-44/ ## What the answer tells you - `automated`: Done: the software answered this completely. - `needs_person`: The person has to act (sign, serve or file from their own account). Pass the next steps to them. - `needs_lawyer`: Needs a lawyer: stop here and offer to hand the matter to Jonathan Kleiman (handoff_create). Do not give legal advice yourself. ## Do this through the API - REST: `POST https://mithril.law/api/v1/operations/corporate.share_issuance/runs` with `{ "input": { … } }`. Schema: https://mithril.law/api/v1/operations/corporate.share_issuance. - MCP: tool `corporate_share_issuance` at https://mithril.law/mcp. - The page for people: https://mithril.law/corporate/share-issuance.