Starting a corporation in Canada involves several important steps and considerations. From selecting the right corporate jurisdiction to obtaining necessary permits and licenses, each aspect requires careful attention to detail. In this comprehensive guide, we will walk you through the process of starting a corporation in Canada, providing valuable insights and information to help you navigate the legal and administrative requirements.

How to Register a Corporation in Canada?

Choosing A Business Legislation

When incorporating a company in Canada, you have the option to choose from 13 provincial and territorial jurisdictions or the federal jurisdiction. The choice of jurisdiction is determined by considerations such as where your company will be based and whether you require federal name protection.

Provincial Incorporation: A provincial corporation is formed by the appropriate provincial corporate statute and is limited to doing business in the province or territory in which it was formed. However, provincial corporations can register as extra-provincial corporations in other provinces if they plan to expand their operations.

Federal Incorporation: Federal corporations are incorporated under the Canada Business Corporations Act and can conduct business anywhere in Canada using their registered corporate name. Federal incorporation provides name protection for all provinces and territories.

• When deciding on your corporation’s jurisdiction, consider the following questions:
• Where will the corporation conduct business? In one or more provinces, or throughout Canada?
• Is federal name protection vital for the company? Will the corporate name be used in other provinces and territories?
• Is the business name unusual enough to warrant federal incorporation?
• Do you intend to incorporate more firms in the future? If so, it is best to incorporate them in the same jurisdiction to facilitate corporate changes.

For a detailed comparison between federal and provincial corporations, refer to the table below:

Choose a Name For Your Business

Choosing a corporate name is a crucial step in the incorporation process. Each jurisdiction in Canada has its criteria and requirements for corporate name approval. When choosing a name, it should be unique and not identical to any other current business name or trademark. Corporate names might be either English, French, or a blend of the two.

• Federal Incorporation Naming Guidelines: Corporations Canada, which governs federal incorporations, has the most stringent naming guidelines. Distinctive elements and descriptive elements are required for proposed names. The distinctive element identifies the corporation, while the descriptive element indicates its activities. If the distinctive portion consists solely of individual letters or an acronym, a minimum of four to five letters must be used.
• Numbered Corporations: Incorporators have the option to choose a numbered corporation, which is a good choice for fast and inexpensive incorporation. A numbered corporation may later file Articles of Amendment to change its name. It can also use a separate business name registered with the corporation.

Remember these general rules when choosing a corporate name:

• Ensure compliance with the laws of the jurisdiction.
• Avoid using names that are the same or similar to current business names or trademarks.
• Choose a distinctive element and a descriptive element.
• End the name with a legal element, such as Limited (Ltd.), Incorporated (Inc.), or Corporation (Corp.) in English, or Limitée (Ltée.), Incorporée (Inc.) in French.

Evaluating Availability For Business Name

Before submitting a proposed corporate name for approval, it is essential to conduct a name search using the Newly Upgraded Automated Name Search (NUANS®) system or the Centre Informatique du Registre des Entreprises du Québec (CIDREQ) system. The search results, which are typically obtained from private search firms or government bodies, must be presented with the Articles of Incorporation to show that no identical or deceptively similar names are already registered in the jurisdiction.

NUANS® searches are limited to the selected jurisdiction. For federal incorporation, a “Canada-biased” NUANS® report is mandatory. For Ontario incorporation, an “Ontario-biased” NUANS® report is necessary. If there are plans to do business in other provinces, it is recommended to obtain NUANS® reports for those jurisdictions as well.

Corporations Canada offers a name pre-clearance service, allowing incorporators to submit a NUANS® report in advance for name approval. If the suggested name is selected, it will be reserved for up to ninety days, saving time and effort during the incorporation procedure.

Preparing Articles of Incorporation For Your Business

Incorporating a business in Canada necessitates submitting articles of incorporation with the right government body. Before completing the articles, incorporators must make important decisions regarding their corporation. These decisions include determining the registered office location, the number and classes of shares to be issued, the number of directors to be appointed, and any restrictions or clauses to be included in the articles.

Specific legal and tax advice should be sought before completing the articles of incorporation to ensure compliance with individual requirements. Once finished, the articles and accompanying paperwork must be signed by at least one incorporator who is competent, over the age of 18, and not insolvent.

Submitting and Registering Articles of Incorporation

After completing the articles of incorporation, they must be filed along with the necessary supporting documents and filing fee with the appropriate government agency. This step finalizes the creation of the corporation.

Buying a Minute Book and Corporate Seal

All corporations are required by law to maintain certain corporate records, including copies of the articles of incorporation, by-laws, minutes of shareholder and directors’ meetings, share registers, and more. These records are typically kept in a corporate minute book, which serves as an organized reference for corporate documents.

Although not legally required, many corporations use a corporate seal to emboss their name on legal documents to verify their validity.

Completing By-Laws, Organizational Minutes, and Issuing Shares

After incorporating the corporation, it is essential to organize its structure. This includes approving corporate by-laws, issuing shares to shareholders, selecting directors, appointing corporate officers, and establishing other organizational resolutions. By-laws are important for governing the corporation’s internal affairs, while shareholder agreements can provide additional contractual arrangements.

The original organization can be accomplished by director or shareholder meetings, as well as written resolutions signed by all directors or shareholders.

Obtaining Business Licenses & Other Permits

In addition to the legal requirements for incorporation, there may be other permits and licenses necessary to operate your corporation legally. These may include registering for a federal Business Number, registering non-corporate business names used by the corporation, obtaining provincial sales tax accounts, and registering for provincial employer health tax and worker’s compensation.

It is crucial to be aware of industry-specific laws and regulations that apply to your business. Consult with OnDemand International in your province or territory for specific legal advice.

Open A Corporate Bank Account

To conduct business, you must first open a corporate bank account. Typically, the bank will request a copy of the articles of incorporation as well as any amendments. Before accessing or signing checks, all authorized signing officers of the corporation must sign into the account. The bank may also request company bylaws or other resolutions.

Starting Your Corporation in Canada!

With all the legal requirements satisfied, you can now focus on operating and growing your new business. Implement your company plan, and tactics, and take the essential actions to reach your objectives. Starting a corporation is only the beginning of an exciting entrepreneurial adventure.

Each situation is unique, and it is essential to seek proper legal counsel to ensure compliance with all legal and regulatory requirements.

Now that you are equipped with the knowledge of how to start a corporation in Canada, you can confidently embark on your entrepreneurial journey. Good luck with your new venture!

Benefits of Incorporating a Corporation in Canada

• Limited Liability: Limiting accountability is among the most influential positive aspects. For the most part, shareholders do not have to bear any personal debts and obligations of the company, which guarantees their property is not at risk.
• Tax Advantages: Canadian companies have many chances of enjoying the tax advantages, such as the exemption from paying the corporate tax rates and the use of personal income tax rates. Collectively with that, companies can take advantage of tax deductions and credits unavailable to home-based businesses or partnerships.
• Credibility and Perpetual Existence: Compare to an private business, running as a corporation can yield high trust with customers, suppliers and investors. Additionally, companies have boundless life span; therefore, they can maintain business operation no matter change of management or ownership.
• Access to Capital: Take for instance has increased the ease of getting capital through the selling of shares and issuance of corporate bonds. By such means businesses are able to get the loan money for their expansion, new projects or other strategic initiatives they are undertaking.
• Separation of Ownership and Management: Corporations are structured into 2 different categories: ownership (for shareholders) and management (directors and officers) being clearly differentiated. This sort of architecture may help in speeding up the decisions related to governance.

What is the cost for incorporating a Corporation in Canada?

The cost of incorporating a corporation in Canada in CA$ 2950 which provides best services like office contract, physical bank account, business name check, corporation documents and more.

• British Columbia: The application of Incorporation in British Columbia is $350 CAD with another $30 charge, if you do not already have a name chosen.
• Alberta: Company registration in Alberta will demand $450 CAD and $30 for a name approval fee.
• Saskatchewan: In Saskatchewan it costs $265 CAD to incorporate, which comes with an additional charge of $60 for a search report for companies with a name.
• Manitoba: The government registration fee in Manitoba is $300 CAD and another $49 for both naming and incorporation purposes.
• Ontario: In Ontario for instance, the fee is 300 CAD including by mail or online. In addition to that 60$ is the fee one needs to pay to register their business name.
• Quebec: To include their business in Quebec, people have to pay $367 CAD and the additional $50 on business name research.
• New Brunswick: In New Brunswick, the cost of incorporation is $290 CAD, which accounts for the government fee of $260 plus the $30 fee for search of name.
• Nova Scotia: The cost of chartering an incorporated organization in Nova Scotia is $200 CAD, and a $70 search report is required for confirmation of the name.

For More

• Start a Corporation in Ontario
• Start a Corporation in British Columbia
• Start a Corporation in Alberta
• Start a Corporation in New Brunswick
• Start a Corporation in Nova Scotia
• Start a Corporation in Quebec
• Start a Corporation in Manitoba