Frequently Asked Questions - Answers

General Information

What are the benefits of incorporation?

  • Limited liability: potential loss limited to amount invested in the corporation.
  • Perpetual existence: corporation continues on after the death of the individual.
  • Tax advantages: accountants will recommend incorporation once revenues reach a certain point.
  • Raising capital: corporate form of business organization easier to raise capital through the sale of shares.

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What are the benefits of incorporating at the federal level?

  • Heightened name protection: Corporations Canada applies very tough tests before granting a company the right to use a particular name. When a company's name is approved, it's protected across the country – a status second only to trade-mark protection. (Please note that the Province of Quebec does not currently provide data to NUANS. For your own protection, if you are doing, or intend to do business in the Province of Quebec, you should search the Quebec corporations database at Registraire des entreprises du Québec as well.
  • Right to carry on business anywhere in Canada: Federally incorporated companies can carry on business anywhere in Canada, and the CBCA does not set restrictions regarding the province or territory where the head office is located, corporate records are maintained and annual general meetings are held.
  • Recognition: Federal incorporation is often considered a sign of distinction, companies incorporated under the CBCA receive global recognition as Canadian companies.
  • Excellence in Client Service: Corporations Canada offers high quality service: it offers clients an online service that allows you to send documents, pay fees, and receive documents and acknowledgments back from the Director under the CBCA, via the internet.
  • Fully bilingual staff available by phone/fax to answer your inquiries. All forms are also available in both official languages.

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What are the advantages of incorporating online?

Filing online offers the following distinct advantages:

  • convenience – file from the office or from home – the online filing centre is open seven days a week, 24 hours a day.
  • reduced delivery costs – traditional delivery expenses and delays are eliminated with online submissions.
  • immediate acknowledgement of filing – no more guessing as to whether your submission has been received
  • prompt articles processing – online submissions enable Corporations Canada to offer expedient processing within either the same day or next day turnaround, depending on the time of filing and complexity of the application.
  • reduced filing fee – the fee for online filing for federal business incorporation is $200 rather than the regular fee of $250 ($20 vs 40$ for annual returns)

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What are the steps that have to be followed when incorporating online?

Optional preliminary steps:

  1. (recommended) Consult the Guide to Federal Incorporation in order to help determining how to complete the incorporation forms (ie. structure the corporation).
  2. (optional) You can choose to use a lawyer (or an intermediary) to incorporate your company, these firms offer value added services, such as: a valuable legal opinion. If you are comfortable with the process, you can choose to incorporate yourself directly online through this website!

Online filing process steps:

  1. If you are incorporating a Company with a name– you will need to access the NUANS Real-time System at the top of the online filing menu page. Through the Corporations Canada site, the search costs $21.47 plus applicable taxes and can be paid for once you are ready to commit to a name usingVisa®, Mastercard® or American Express®. The pre-search portion of this site, allows users to test several names without commitment. The search is valid for 90 days. A search house can also perform a NUANS search, click onto NUANS Search House List for phone numbers.
  2. (Optional step) Once a NUANS name search has been completed, you will receive a .pdf version of the NUANS Name Search Report. You may then choose the Corporate Name Proposal link from the online filing centre. This allows you to send Corporations Canada the NUANS Name Search Report along with other relevant information so that pre-approval for the name in the form of a Name Decision Letter, can be made (please allow 24 hours). Users can also choose to fax the search to Corporations Canada's toll free fax line at 1-877-568-9922 with a brief description of the nature of the business. To familiarize yourself with the criteria used, please consult the Choosing a Name section of this website.
  3. Please proceed with the following instructions:
    1. Click on "Online Filing Centre".
    2. Click on "Incorporate a business" and follow the instructions. You will need to choose one of the following options:
      • incorporate with a proposed name to be approved by Corporations Canada (you must provide the NUANS Name Search Report reservation number)
      • incorporate with a name that has been pre-approved by Corporations Canada (you must provide the Request ID and the confirmation number that you received)
      • incorporate with an assigned numbered name (Corporations Canada will assign the next number available)
  4. You will receive an email acknowledging receipt. Once your request has been processed and approved, you will receive another email, containing a PDF version of your Certificate of Incorporation. The Certificate of Incorporation and the original signed forms should be kept with the corporate records.

    If the Articles are not approved: you will receive, by e-mail, a notice with further instructions on how to proceed.

Other related steps:

  1. Your new corporation must register (often called an extra-provincial registration) with the province(s) in which it intends to operate. When incorporating online, it is possible to fill out extra-provincial registration forms online for Saskatchewan, Ontario, Nova Scotia, and Newfoundland and Labrador.
  2. Now that you are incorporated, you may wish to consult Canada Business website Starting a Business. This tool provides links and important information to help entrepreneurs start operating their new corporation/business.

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Where can I get more information about incorporating?

The Contact Us section contains mailing addresses, phone numbers and other contact information of knowledgeable corporate specialists in our offices who can respond to your specific requests, as well as of other federal government resources for small businesses.

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What kind of businesses can incorporate under the CBCA?

Almost any type of business may incorporate under the CBCA. However, mortgage, banking, insurance, loan and trust companies, and other Financial Institutions, cooperative, Chambers of Commerce as well as not-for-profit corporations are incorporated under different statutes.

You can find further information about mortgage, banking, insurance, loan trust companies and other Financial Institutions at The Office of the Superintendent of Financial Institutions website. You can also find more information about Chambers of Commerce and cooperatives in the Forms, Policies, Fees and Legislation section of this site.

There are no restrictions, such as minimum company size, on the businesses that may incorporate under the CBCA. While all provinces and territories have similar legislation for companies operating within their borders, only the CBCA is national in scope.

Many small businesses incorporating under the CBCA have the intention (either now or sometime in the future) of operating in more than one province. They choose to incorporate under the CBCA now in order to simplify their business relations later if they decide to expand operations or grow larger.

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Who can form a corporation?

One or more individuals who are 18 years of age or older, is not of unsound mind and who are not a bankrupt may form a corporation under the Canada Business Corporations Act (CBCA).

Similarly, one or more companies or "bodies corporate" may incorporate a company.

These persons are called incorporators. An incorporator (individual or corporation) may form a corporation whose shareholders, officers and directors are other persons, or may serve as the sole director, officer and shareholder of the company. An incorporator is also responsible for organizational procedures, such as filing the articles of incorporation and designating the first directors.

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Is a lawyer needed to incorporate?

A lawyer is not necessary to incorporate, although they may provide valuable advice.

If the proposed corporate structure (i.e. shareholdings) is going to be simple, probably all information required can be found in our incorporation kit as well as our already approved examples online that contains model articles, including share rights.

If the incorporator is less experienced, or the proposed structure is more complicated, he/she may wish to consult with legal counsel or other professional advisors.

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If I decide to incorporate, what next?

Federal corporations are formed when you file articles of incorporation with Corporations Canada and a certificate of incorporation is issued. Fill out the blank forms (forms 1 and 2) and send them to the address listed in the Contacts section or file it online in the "Online Filing" section.

As long as the forms are filed properly, that the corporate name (if applicable) is accepted and the appropriate fee is paid, the Director under the CBCA will issue a certificate of incorporation.

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How long does it take to incorporate a CBCA corporation online?

Same day service – we are committed to providing same-day service. Submit your articles before 13:00 hours (eastern) any business day and we should be able to process your incorporation certificate on the same day by 17:00 hours (eastern) (assumes that documents are in prescribed form and that the corporate name (if applicable) and articles are accepted.) .For more details, please consult our services standards.

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Do online documents have to be signed?

Documents can be filed in electronic format using a typed signature and title of the authorized officer (an original signature is not required). However, it should be noted that signed copies of all documents must be maintained in the records of the corporation.

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Do I have to get a corporate seal?

A corporation under the CBCA is not required to have a seal. If you wish to have a corporate seal for your corporation, you may purchase one from a legal stationery store or commercial supplier. However, you do have to get a corporate seal if you are a corporation under the CCA-II (not-for-profit).

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If a company incorporates at the federal level, do they need to register anything with the provinces?

Yes. Whether a company is incorporated federally or provincially, they will likely be required to register their business in one or more province(s) and/or territory(ies) where they carry on business.

Corporations Canada is working with provincial and territorial officials to ease compliance with this requirement. Currently, any client completing their federal incorporation process through our Online Filing Centre has the option of filling out extra-provincial registration forms for Saskatchewan, Ontario, Nova Scotia, and Newfoundland and Labrador.

The other provinces and territories have individual requirements for registering corporations from outside their borders. Incorporators should contact the local corporate law administration office (also known as Provincial Registrars) in each province or territory in which they plan to carry on business.

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Do I have to incorporate federally and provincially?

No, you either incorporate federally or provincially.

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I am a lawyer: Why can't Corporations Canada provide the advice I am seeking?

Corporations Canada staff does not provide legal advice. Staff will only advise clients with regards to whether or not a filing will be accepted.

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Where can I obtain a copy of the CBCA (or another Act) and its Regulations?

A copy of the Act and Regulations may be obtained through various legal publishers. The Act CBCA, or other Acts, are also available electronically through the Department of Justice.

Also, you can access electronic versions of legislations administered by Corporations Canada in the Forms, Policies, Fees and Legislation section of this website.

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Can I file with the Director the required financial statements in U.S. GAAP (Generally accepted accountant principles)?

As of March 8, 2005, corporations incorporated under the Canada Business Corporations Act who are also registered with the US Securities and Exchange Commission (SEC) are allowed to file financial statements and auditor's reports using the US generally accepted auditing principles (GAAP).

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What percentage of directors must be resident Canadian?

As per the Canada Business Corporations Act, 25% of the directors must be "resident Canadian". (as per the definition in the Immigration Act)

For example: if there are four directors, at least one must be resident Canadian. if there are 5 directors 2 must be resident Canadian etc…

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How can I provide feedback to Corporations Canada?

You can provide feedback to Corporations Canada by contacting us directly by phone, email or letter.

Should you require any additional information regarding our e-commerce initiatives or any of the products and services offered by Corporations Canada, please contact our office at the address provided below or send your enquiry electronically using Corporations Canada's e-mail address: Corporations Canada.

Should your questions deal with technological issues pertaining to Internet (software, browser, etc.), communicate directly with our IT specialists using Corporations Canada's e-mail address: Corporations Canada.

Corporations Canada
Industry Canada
235 Queen Street
Ottawa ON K1A 0H5
Telephone:613-941-9042
Fax: 613-941-4803
Toll free: 1-866-333-5556
Email: Corporations Canada.

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If I register to Corporations Canada's list, will my email address be kept confidential?

Your email address will remain confidential and will not be used for other purposes than expressed above. You can consult our full privacy policy by clicking on "Privacy Statement" at the bottom of this page.

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Will I be flooded with emails if I subscribe to this mailing list?

No. We will only send you information of relevance to Corporations Canada and our clients.

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What is a trade-mark?

A trade-mark is a word, a symbol, a design (or a combination of these features), used to distinguish the wares or services of one person or organization from those of others in the marketplace. Trade-marks come to represent not only actual wares and services, but the reputation of the producer. As such, they are considered valuable intellectual property. A registered trade-mark can be protected through legal proceedings from misuse and imitation.

There are three basic categories of trade-marks:

  • Ordinary marks are words or symbols (or a combination of these features), that distinguish the wares or services of a specific firm or individual. Suppose you opened a courier business which you called "Giddy-up." You could register the words as a trade-mark (assuming all legal requirements were met) for the service you offer.
  • Certification marks identify wares or services which meet a defined standard. They are owned by one person but licensed to others to identify wares or services which meet a defined standard. Examples are: the Woolmark design owned by Woolmark Americas, Ltd., for use on clothing and other wares and the logo of the Association of Professional Engineers.
  • Distinguishing guise identifies the shaping of wares or their containers, or is a mode of wrapping or packaging wares. If you manufactured candy moulded to look like butterflies, you might want to register the butterfly shape as a trade-mark under "distinguishing guise."

For more information visit the Canadian Intellectual Property Office's website.

What is National Instrument 45-106?

On September 14, 2005, the Canadian Securities Administrators' National Instrument 45-106 titled Prospectus and Registration Exemptions came into effect in all Canadian jurisdictions. Among other things, National Instrument 45-106 replaced the "private company exemption" with a "closely held issuer exemption" that refers to "securities", and not just to "shares". More importantly with respect to the corporation's articles, National Instrument 45-106 stipulates that to qualify as a private issuer there must be restrictions on transfers of securities.

What are the effects of National Instrument 45-106 on the CBCA?

National Instrument 45-106, like all other Canadian Securities Administrators' national instruments, does not change the Canada Business Corporations Act (CBCA).

Corporations Canada recommends putting restrictions on share transfers in Item 4 and restrictions on transfers of other securities in Item 7 of the articles. This approach is outlined in the incorporation kit. However the articles of incorporation, amalgamation, continuance, revival, and restated articles of incorporation will not be rejected if the restrictions on all securities transfers, including shares, are in Item 4. Corporations Canada will accept the forms whether the transfer restrictions are set out in two places or in one.

Do I need to make retroactive amendments to my articles in order for my corporation to be considered a private issuer under National Instrument 45-106?

Corporations Canada does not give advice respecting the need for amendments to a corporation's articles. It is up to the corporation to ensure that its articles meet the requirements of the CBCA, as well as other statutory, regulatory or other requirements, such as National Instrument 45-106.

If the corporation's articles must be amended in order to meet the private issuer requirements, the corporation must make these amendments by filing Articles of Amendment. The effective date for the amendments is the date indicated on the Certificate of Amendment, that is, the date on which the Articles of Amendment were received by Corporations Canada.

Any questions relating to the application of National Instrument 45-106 should be referred to the Canadian Securities Administrators.

A corporation subject to a provincial act can make retroactive corrections/amendments to its articles; my corporation is a CBCA corporation, and I would like to make such retroactive corrections/amendments. How do I proceed?
or
I have been advised to make retroactive corrections to my corporation's articles. How do I proceed?

The addition or amendment of restrictions on share transfers and securities in the context of the adoption of the National Instrument 45-106 cannot generally qualify as corrections under section 265 of the CBCA. If you disagree with the position of the Director, you may apply to the court for an order that the articles be corrected. Provisions of provincial corporate legislation cannot be applied to CBCA corporations.

Under the CBCA, a corporation's articles can only be amended by submitting Articles of Amendment to Corporations Canada (see the Amendment Policy). The date shown on the Certificate of Amendment, that is, the date on which the Articles of Amendment were received by Corporations Canada, is the effective date of the amendments.

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Can the articles be bilingual?

The articles can be in the official language of your choice. This means they may be:

  • in a format that uses either official language (i.e., in French or in English);
  • in a format that employs both English and French; or
  • in a fully bilingual format, using both official languages equally.

Sole Proprietor / Partnership

Is it better to incorporate or to register (as a sole proprietor/partnership) one's business?

This depends on the particular situation: the type and the size of business, the risks involved, the number of people involved, the geography covered and the tax situations of the individual involved.

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Where may I register a sole proprietorship or partnership?

Sole proprietorships and partnerships are registered at the provincial level. A list of the registrars is available in the General Information section of this website.

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Corporate Name

How do I choose a name for my corporation?

Information on choosing a corporate name can be found in the Choosing a Name section of this website.

Any company in Canada (sole proprietorship, partnership, provincial corporation or federal corporation) can enhance the level protection for their corporate name by applying for a Trade-mark. Consult the Canadian Intellectual Property Office website in order to obtain more details on how to obtain a trade-mark.

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What is a NUANS Name Search Report ?

The NUANS Name Search Report is computer printout of (Provincial and Federal) business names and trade marks registered in Canada that sound or look similar to a proposed name. It is required when a corporation incorporates or changes its name, for example, to ensure that the proposed name does not already exist or is not confusingly similar to another corporation's name, business name or trade mark.

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Where can I obtain a NUANS Name Search Report for my proposed corporate name?

From a search house, which is an independent private sector business that can provide you with a NUANS Name Search Report. See the Yellow Pages of your telephone directory under "Searchers of Records." The Report can also be obtained online through Corporations Canada's Online Filing Centre. Corporations Canada does not itself provide NUANS® name search services.

You can also access the NUANS® Real-Time System at the top of the Online Filing menu page. The search costs $21.47 plus applicable taxes and can be paid for once you are ready to commit to a name using American Express®, MasterCard® or Visa®.

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How can I protect my corporate name?

The granting of a corporate name by the Director under the Canada Business Corporations Act ("CBCA") generally confers a degree of protection for that corporate name. However, the granting of names under the CBCA does not in itself confer any rights to those names vis-à-vis corporate names or trade names which may have existed at the time of granting but which did not appear on the NUANS Name Search Report or which the Director did not, at the time of granting, consider likely to cause confusion. Similarly, the granting of a corporate name may not protect you from earlier or subsequent trade-marks of other parties.

The following gives a succinct overview of the relationship between trade name, corporate name and trade-mark rights and some general guidance as to how you can best protect your corporate name and the goodwill associated with it.

  1. Before an applicant applies for a corporate name, it is important for him or her to ensure that there are no similar existing corporate names, trade names or trade-marks. A NUANS Name Search Report , including trade-marks which are registered or proposed for registration, is required to be filed with articles of incorporation, amendment, etc. and is usually very reliable. Since, however, the NUANS system is not fool-proof, the applicant remains responsible for any likelihood of confusion.

    While a name granted by the Director will appear on future NUANS Name Search Report required for incorporation in the federal and most provincial jurisdictions, you may wish to conduct your own NUANS searches on a periodic basis after your name has been approved. This would be done in order to ensure, to your own satisfaction, that no confusing corporate or business name has subsequently been approved in the jurisdiction(s) in which you are carrying on business, and to give you up to date information about trade-marks that have been applied for or registered subsequent to the granting of your corporate name.

  2. Using a corporate name which is similar to a registered trade-mark may result in liability for infringement of the registered trade-mark even if the trade-mark was registered after the corporate name was granted. This is so because, under trade-marks law, the holder of a corporate name bears the responsibility of ensuring that no new trade-marks are registered which are confusing with that name. Information on registered and advertised trade-marks can be obtained from the Trade-Marks Journal distributed by the Canadian Intellectual Property Office or by conducting a search of one of the various electronic trade-mark databases***. The holder of a corporate name has the right, in certain circumstances, to oppose the registration of a trade-mark or to have a trade-mark registration expunged.
  3. Registration of a trade-mark is the best way to obtain the exclusive right to use the mark in all of Canada in association with the products and services for which the registration is obtained. While the Trade-Marks Office **** can provide basic guidance, it is recommended that a specialist (a trade-mark agent or trade-mark lawyer) be consulted. It should be noted that trade-mark registration is not available for corporate names in all circumstances.

*** & ****Trade-Marks Office
Industry Canada
Phase I, Place du Portage
Hull QC K1A 0C9
Telephone: 819-953-8098 re online databases
Telephone: 819-997-1420 re general enquiries
Return to *** & Return to ****

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Fees

How much does it cost to incorporate?

The filing fee for articles of incorporation under the CBCA is:

  • $200 if filed online through Corporations Canada's online Filing Centre; and
  • $250 if filed through other means.

In addition, unless the company is going to request a numbered name, a NUANS Name Search Report will have to be filed. The NUANS Name Search Report may be obtained from an independent search house (the cost is approximately $75 per search) or by direct search (the NUANS Real-Time System) which costs $21.47 plus applicable taxes, you will find the appropriate link within Corporations Canada's Online Filing Centre.

Of course, if legal advice is obtained when completing articles of incorporation, there will be professional fees in addition to the filing fee.

Finally, fees for online services are lower than for other means because they are based on Corporations Canada's costs. Online transactions represent cost savings for CC, these savings are then passed on to our clients.

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How much does transaction X cost?

Lists of fees:

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Why are online transactions less expensive than regular transactions?

Fees for online services are lower than for other means because they are based on Corporations Canada's costs. Online transactions represent cost savings for CC, these savings are then passed on to our clients.

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Compliance

What could happen to a corporation if there are no directors (i.e., it is directorless)?

Subsection 212(1) of the CBCA allows the Director appointed under the CBCA to dissolve a corporation that does not have any directors or where all the directors of a corporation have resigned or have been removed without replacement.

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I have just resigned from the board of directors of a corporation, can I sign and file the required Form 6 (Changes Regarding Directors)?

The Form 6 (Changes Regarding Directors) can be signed by any individual who has the relevant knowledge of the corporation and who is authorized to do so by the directors.

Subsection 113(1) of the CBCA requires that a corporation shall, within fifteen days after a change is made among its directors, send to the Director a notice, in the form that the Director fixes, setting out the change. Since the resignation is prior to the signature and filing of Form 6 – Changes Regarding Directors, the resigning director cannot sign any documentation/notices in that capacity. However, if the director is also an officer for the same corporation he can sign the form in that capacity.

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What is the deadline for filing your first Annual Return (Form 22)?

Please refer to our Annual Return Policy

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Can a corporation have a P.O. Box (Postal Office Box) as the Registered Office address?

No, the registered office must be a street address.

The purpose of the Registered Office is to have a location for service of a notice or document required to be sent or served on a corporation (section 254 of the CBCA). Where it is impossible for a corporation to have a street address (certain remote communities in the Territories do not have street addresses) then a detailed description of the Registered Office location and a P.O. Box address may be acceptable. This is, however, to be determined on a case-by-case basis.

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Can a corporation be a director on the Board of Directors?

No, directors must be individuals.

Subsection 105(1) of the CBCA, disqualifies from being a director:

  1. anyone who is less than eighteen years of age;
  2. anyone of unsound mind;
  3. a person who is not an individual;
  4. and a person who has the status of bankrupt

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Can a corporation incorporate another corporation?

Yes, a corporation can be an incorporator.

Subsection 5(2) of the CBCA allows one or more bodies corporate to incorporate a corporation (refer to the Incorporation Kit or the Guide to Federal Incorporation for more details on the forms and documentation required).

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What are the penalties for filing forms late?
(i.e. the Annual Return (Form 22), Change of Registered Office Address (Form 3) and Changes Regarding Directors (Form 6))

Subsection 212(1) of the CBCA allows the Director to dissolve a corporation if it is in default, for a period of one year, in sending to the Director any fee, notice or document required by this Act. Also, the Director or a complainant could apply to court to obtain a compliance order against the corporation in default (section 247).

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Is the annual return the same as my tax return?

No, they are separate documents and filed with different government agencies.

Please refer to our Annual Return Policy.

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Who can sign forms 1, 2, 3, 4, 6 and 22?

For forms 1, 2 and 4, paragraph 262(2)(a) states that: "Where the Act requires that articles or a statement relating to a corporation be sent to the Director, the articles or the statement shall be signed by a director or an officer of the corporation or, in the case of an incorporation, by an incorporator".

As for forms 3, 6 and 22, section 262.1(2) states that: "The forms may be signed by any individual who has the relevant knowledge of the corporation and who is authorized to do so by the directors". Here are some examples of accepted signatures:

Form 1:

  • the incorporator (a person) or a corporation

Form 2:

  • the incorporator (if it is a new corporation)
  • the director or officer (if it is an amalgation or a continuance)

Forms 3 and 6:

  • a director of the corporation
  • an officer of the corporation
  • the incorporator (if it is a new incorporation)
  • any individual who has relevant knowledge of the corporation and who is authorized by the directors

Form 4:

  • a director of the corporation
  • an officer of the corporation

Form 22:

  • a director of the corporation
  • an officer of the corporation
  • any individual who has relevant knowledge of the corporation and who is authorized by the directors

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