Incorporation Of Company Canada

1. Name of the corporation

A federal corporation's name must end with one of the following: Limited, Limitée, Incorporated, Incorporée, Corporation, Societe par actions de regime fédéral, Ltd., Ltée, Inc., Corp. or S.A.R.F.
A federal corporation's name must be in English, French or it may have a version in both languages. If you are conducting your principal business operations in Quebec, it is preferable to select a French name in addition to any English name.

 

Choosing a corporate name can be a difficult task. To increase the chances of your proposed name being accepted, try to select a name that is as distinct as possible, yet accurately describes your business. If your proposed corporate name uses common or popular names, the chances of it being accepted decrease. Furthermore, you may not be allowed to use a name which is either identical or deceptively similar to one that is already used by another corporation or competitor in your jurisdiction.

 

Alternatively, a federal corporation may be assigned a number as its legal name. This speeds up the incorporating process and permits immediate delivery of the Articles of Incorporation. The corporation may then register a trade name and be known to its customers as doing business under the trade name. Although the corporation must be identified by its actual name (i.e., the number followed by Canada Inc. or Ltd.) for all formal and legal matters and relations (e.g., contracts), the corporation may use its trade name for exterior signs, business cards, letterhead, etc.

 

Reserving name

 

The Director may, on request, reserve for ninety days a name for an intended corporation or for a corporation about to change its name. If requested to do so by the incorporators or a corporation, the Director shall assign to the corporation as its name a designating number followed by the word "Canada" and a word or expression, or the corresponding abbreviation

 

Name Search

 

JURISDICTION TYPE OF REPORT COST DELIVERY

Federal NUANS	$25 2 hours
Federal - expedited NUANS	$35 10 minutes
Alberta NUANS	$25 2 hours
British Columbia Provincial	$60 48 hours
Manitoba Provincial	$60 48 hours
Newfoundland Provincial	$80 5 business days
New Brunswick NUANS	$25 2 hours
Nova Scotia NUANS	$25 2 hours
Ontario NUANS	$25 2 hours
P.E.I. NUANS	$25 2 hours
Quebec Provincial	$70 5 business days
Saskatchewan Provincial	$80 3 business days

2. Registered Office

The registered office of a corporation is the location officially designated as such by the corporation to the relevant government department or authority. The registered office may be a commercial or residential address, but should not be a post office box. You will need the complete address.

 

The registered office is typically the principal place of business of the corporation (e.g., store, plant or office) and does not have to actually be an "office". If the corporation will have more than one place of business, you may select any of the places of business.

3. Shares

A corporation may issue as few or as many shares as it deems desirable. The crucial matter is the proportion of shares that is initially issued to each shareholder, rather than the actual number. Nonetheless, it may be advantageous to issue a larger amount of shares. It may facilitate selling a portion of these shares at a later date since each share will have a lower value. Also, subsequent share issues from the corporation may be more attractive to investors since the value of the shares would be lower given the larger number of shares that were already issued.

 

It is not uncommon for the total amount of shares issued to all initial shareholders to equal 1000 shares. However, you may decide to increase or decrease this amount.

4. Shareholders

Shareholders are the person(s) who hold (i.e., own) the shares in the corporation. Whoever holds the shares of a corporation essentially "owns" the corporation. By reason of the votes that are usually attached to the shares, the shareholders control the corporation.

 

Every private corporation must have at least 1 shareholder and there may be several (but not more than 50) shareholders.

5. Directors of the corporation

Directors are the individuals who administer the affairs of the corporation and make all major decisions for the corporation. Every corporation must have at least 1 director, and there may be several. Only individuals (i.e., physical persons) may be directors of a corporation.

 

A federal corporation requires that at least 25% of directors be Canada residents. Directors may also be shareholders and officers (see below) of the corporation. A director must be:

1. at least 18 years old
2. of sound mind (mentally competent)
3. an individual (a corporation cannot be a director)
4. not in a status of bankrupt.

6. Officers of the corporation.

Officers are the persons who hold certain senior management positions, such as President, Vice-President, Secretary and Treasurer, among others. A corporation must appoint a President and a Secretary. Officers may hold more than one office or position. Officers may also be directors and shareholders of the corporation. In fact, this is typical in small corporations. There is no Canadian residency requirement for officers. It is required to know for each officer their complete residential address and their profession.

7. One must select the fiscal year-end of the corporation

A fiscal year is any 12-month period used by a corporation as its official accounting period. A fiscal year-end is the official last day of the fiscal year of a corporation. The fiscal year-end does not need to be December 31, but is typically the last day of the chosen month.

 

It is not uncommon for corporations to select December 31 as their fiscal year-end. However, one may change this date if he has specific reasons for doing so.

8. One may select the auditors or accountants of the corporation. If you do not, you may still incorporate.

Auditors are the professionals who check the accuracy, fairness and general acceptability of a corporation's accounting records and attests to them. A corporation must generally appoint an auditor to prepare the annual financial statements of the corporation. The auditor should be a chartered accountant and cannot be a director or officer of the corporation. Alternatively, you may appoint accountants to prepare the financial statements of the corporation but who will not act as auditors of the corporation.

 

Shareholders of a private corporation may choose not to appoint an auditor for any given fiscal year. All the shareholders must agree to this decision. This decision remains valid only until the next annual meeting, where all the shareholders of the corporation must once again consent to not appointing an auditor for the following fiscal year.