Canada Company Formations
Canada Key Points
- Time – 2 weeks to incorporate your company
- Directors – only one director of any nationality, is necessary for your corporation
- One director must be resident
- Shareholders – only one shareholder of any nationality, is required
- Support – using our 20 years experience we guide you throughout every step of the company formation process
Steps to Incorporate
Decide whether you wish to incorporate federally or provincially in Canada.
Advantages of federal incorporation:
- Your corporation will be able to carry out business in all provinces
- Your corporation can use the same company name in each province
If you incorporate provincially, your corporation only has the right to carry on business in the Canadian province where your business is incorporated and overseas.
If you are planning to do business in only one province and overseas, there is no need to incorporate federally.
Choose a company name
Selecting a corporate name, 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 or in a combined English French version.
The Registrar of the provincial Registry or federal Corporations Directorate, requires that the name is unique and not similar nor the same as any other registered company.
Have your company name searched and reserved
You will need to complete a name search to determine the availability 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 a Name Approval Request or Name Reservation Request Form, is completed. If the results of the search are acceptable it is then reserved for a limited time; during which incorporation process must be completed.
To incorporate your business the following incorporation documents will need to be prepared:
- Memorandum – sets out the rules for the conduct of the company
- Rules and regulations that will govern the conduct of the company its shareholders and directors
- Notice of Offices – states the location of the required offices for your corporation, the registered office and the records office
When incorporating federally a Notice of Directors must be completed and a federally-biased NUANS report summited.
For provincial incorporations, the different document requirements for each specific province are required to be completed.
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 trade.
Corporate Minute Book
The law requires that certain corporate records should be maintained and kept at the registered office. A corporate minute book and a copy of all the documents prepared to register your corporation must be kept. 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 complete and organised.
Complete corporate bylaws, organisational minutes and issue shares
The organisation of the corporation will be documented in the corporate minute book.
The corporate bylaws are a set of regulations stating how the corporation will govern itself, including the rights and obligations of its officers.
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.
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 company officers
- Issue shares to shareholders
- Formally approve and adopt any other organisational resolutions to organize your corporation
Set up a corporate Bank Account
A corporation must have its own corporate 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 and documented.
To get other permits or licenses. Your corporation will need its own Business Number – issued by the federal government for your GST, corporate income tax,import/export and employer payroll source deduction accounts.
The corporation may 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/municipal licenses.
One advantage to incorporate federally is that no company in any of the provinces would be able to register a corporation with the same name as yours.