Canada Company Formations

Company Type	Time to Incorporate	Cost
Corp/Inc	2 weeks	£3400

Steps to Incorporate

Decide whether you wish to incorporate federally or provincially

Advantages of federal incorporation:

• Corporation will be to carry out business in all provinces and territories - you must register in all the provinces you will be conducting business in
• Corporation will be to use the same name in each province or territory - even if another company is already doing business under a similar name

If you incorporate provincially, your corporation only has the right to carry on business in the province or territory where your business is incorporated.

Disadvantages of federal incorporation:

• There’s a lot more annual paperwork - you must keep up to date with all filings required by the provinces - not only the filings required by the federal Director of Corporations

If you are incorporating a one person or small non-reporting corporation, planning to do business in one province, there is probably no need to incorporate federally. You can always get an extra-provincial incorporation - incorporating your business in another province as your business expands.

Choose a corporate name

Selecting a corporate name, generally, a corporate name is composed of three elements:

• Distinctive - identifies the particular corporation
• Descriptive - identifies the particular activities of the corporation
• Legal element - identifying the company as a Corporation, such as Limited, Incorporated, or Corporation

Corporate names in Canada can be in English or French, in both English and French, or in a combined English French version.

The Registrar of the provincial Registry or federal Corporations Directorate, will demand a name that is not identical to or similar to any other existing company names.

Have your corporate name searched and reserved

You will need to have a name search done no matter where you incorporate your business in Canada. This will determine the suitability of the corporate name you have chosen.

If incorporating federally, or in provinces such as Ontario, you will need to have a NUANS search done and then submit the NUANS report.

In other provinces, such as B.C. and Nova Scotia, you must have a name search done once you’ve submitted a Name Approval Request or Name Reservation Request Form. If the results of the search are acceptable, and your name is accepted, it is then reserved for a set number of days – during which you must complete the incorporation process for your business or restart the procedure all over again.

To incorporate your business, you will generally need to prepare the following incorporation documents:

• Memorandum – sets out the rules for the conduct of the company
• Rules and regulations that will govern the conduct of the company shareholders and directors
• Notice of Offices – states the location of the two required offices for your corporation, the registered office and the records office

If incorporating federally, you will also need to prepare a Notice of Directors and submit a federally-biased NUANS report. If you are filing provincially, be sure you check the document requirements for your specific province before you proceed to the next step.

Canada - Steps after Incorporation

Below we have outlined the general steps to follow when you have received your certificate of incorporation. Once these stages are completed, your new corporation is ready to do business.

Corporate Minute Book

The law requires that certain corporate records should be maintained and kept at your records office. To do this you need to start keeping a corporate minute book including a copy of all the documents you prepared to register your corporation. Your minute book will also include documents such as:

• A directors’ register.
• A shareholders’ register.
• A securities register.
• All corporate bylaws.
• Minutes of all company meetings.
• Copies of any forms filed with the government.

Your corporate minute book provides a reference to all the corporation’s documents and provides a record of all the corporation’s business - it is important that it be both complete and well organised.

Complete corporate bylaws, organizational minutes and issue shares

Now that your corporation is incorporated, it needs to be organised. The organization of the corporation will be documented in the corporate minute book.

The corporate bylaws are a set of regulations that set out how the corporation will govern itself. Regulations such as the rights and obligations of officers, will be set out in the bylaws.

The organization of the corporation will be achieved by a meeting of the corporation’s directors or shareholders, or by written resolutions which are signed by all the directors or shareholders. By written resolutions or at this first meeting, you will:

• Formally approve and adopt the documents of incorporation and formally approve and adopt the corporate bylaws
• Elect directors
• Appoint corporate officers
• Issue shares to shareholders
• Formally approve and adopt any other organisational resolutions necessary to organizing your corporation

Set up a corporate bank account

A corporation must therefore have its own bank account. The bank will require copies of certain incorporation documents, such as the Articles of Incorporation, and may require that particular banking resolutions are passed, to set up a corporate account. All the authorised signing officers of your corporation will have to fill out forms at the bank before they are allowed to access the corporate account.

Get any other permits or licenses required for the operation of your corporation. Your corporation will need its own Business Number – used by the federal government for your GST, corporate income tax, import/export and employer payroll source deduction accounts.

The new corporation may also need to register for PST for collecting and remitting provincial sales taxes, for Workers’ Compensation Insurance, for provincial Employer Health Tax, and for other provincial and/or municipal licenses.

Additional

The only advantage to incorporating federally is that no one in any of the provinces would be able to register a corporation with the same name as your corporation.  If you register federally, you will have to register extra provincially within the province the corporation resides in before the corporation can carry on business in that province.