Process To Start A Corporation In Canada in 2024-25
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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.
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:
Limited to province
Limited to province
Cost of Incorporation
Lower (except Ontario)
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 Business 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!