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Who can form a corporation?
One or more individuals 18 years of age or older who are of sound mind and not in a state of bankruptcy may form a corporation under the Canada Business Corporations Act (CBCA). Similarly, one or more corporations or bodies corporate may incorporate a business under the CBCA.
These individuals and corporations ("persons" in the language of the law) are called incorporators. An incorporator (individual or corporation) may form a corporation whose shareholders, officers and directors are other persons. Alternatively, an incorporator may serve as the sole director, officer and shareholder of the corporation. An incorporator is also responsible for startup activities such as filing the corporation's Articles of Incorporation and naming the corporation's first directors.
You can incorporate a business under the laws of only one jurisdiction. You must decide whether to incorporate under federal legislation, the CBCA, or under one of the laws of a province or territory. What you need to do to incorporate depends on where you incorporate; you should contact the jurisdiction under which you want to incorporate for precise details. This guide contains information about the CBCA.
What is the CBCA?
The CBCA is the Canada Business Corporations Act, the federal law that regulates the incorporation of businesses.
What kinds of businesses can incorporate under the CBCA?
The CBCA does not place restrictions (such as minimum size) on businesses that may incorporate. Almost any type of business can incorporate under the CBCA. However, banking, insurance, and loan and trust companies, as well as not-for-profit corporations, are incorporated under different laws.
Many small businesses plan to operate in more than one province or territory, either now or in the future. These businesses often choose to incorporate under the CBCA now in order to simplify their business relations later if they decide to expand operations or grow larger.
Should I incorporate?
This depends on your particular situation and your needs. The most common forms of business organizations are sole proprietorships, partnerships and corporations. Each of these forms of business has advantages and disadvantages. The most appropriate form for your business will depend on your particular circumstances.
This guide focuses on incorporation for small businesses under the CBCA. You can learn about some of the benefits of incorporating in Section 1.1 of this guide, Benefits of Incorporating.
Do I need to hire a lawyer to incorporate?
No. A lawyer may provide valuable advice but is not a requirement for incorporation.top of page
If I decide to incorporate, what should I do?
You will have to file Articles of Incorporation with Corporations Canada and pay the required fee. Please consult Chapter 2 of this guide for more information on how to file Articles of Incorporation.
You can file your Articles of Incorporation online. It's easy, faster and less expensive ($200 instead of $250). It is also possible to file your Articles of Incorporation by email, fax, or by mail. You will find contact information in the Contacts section.
If you file your forms properly and pay the appropriate fee, Corporations Canada will grant you a Certificate of Incorporation.
How long does it take to become incorporated?
Corporations Canada operates during normal business hours five days a week. When you file online through the Online Filing Centre, we can offer very fast (sameday or next-day) service. However, if you email, fax or mail the forms to our office, we can usually issue your incorporation papers within five business days.
How much does it cost to incorporate under the CBCA?
You pay less to incorporate if you file your Articles of Incorporation online than through any other means. Fees are now $200 online and $250 for all other means. You will also have to pay for a NUANS Name Search Report, unless your corporation is going to request a numbered name. A NUANS Name Search Report can be ordered online or from an independent search house. Of course, if you obtain advice from a lawyer when you are completing your Articles of Incorporation, you will also have to pay legal fees.
Do I have to get a corporate seal?
A corporation under the CBCA is not required to have a seal. If you want to have a corporate seal for your corporation, you may purchase one from a legal stationery store or commercial supplier.
If I incorporate federally, do I have to register or file anything with the provinces or territories?
Yes. Whether you incorporate federally, provincially or territorially, you will likely be required to register your business in any province or territory where you do business. Each province and territory has its own requirements for registering corporations from outside its borders. Industry Canada is working with provincial and territorial officials to decrease this burden. For example, Corporations Canada has joint registration agreements with some provinces allowing corporations that incorporate online to apply for provincial registration online. You should contact the local corporate law administration office in each province or territory where you plan to do business to determine what your corporation needs to do.
Where can I get more information about incorporating?
The Contacts section of this guide contains mailing addresses, phone numbers and other contact information for Corporations Canada. It also lists other federal government resources for small businesses.
What are the advantages of incorporating online?
Filing online through the Online Filing Centre has many advantages:
- it is less expensive (the incorporation and Annual Return filing fees are lower when paid online than when paid through any other means);
- it is convenient (you can file from your office or home 24 hours a day, seven days a week); and
- it is fast (you receive immediate acknowledgement of your filing, and we can usually process your documents on the same day or the next day).
Is it safe to pay fees online?
Yes. There's no need to worry about online payments using your American Express, MasterCard or Visa — the Online Filing Centre ensures that all transactions are processed with complete security.
How do I incorporate a CBCA corporation online?
Go to the Online Filing Centre on the Canada Corporations website. Click on "Incorporate a business", then follow the user-friendly instructions provided.
Do online documents have to be signed?
When you use the Online Filing Centre, you will be prompted to print and sign the documents before completing the submission. These signed documents are to be kept with your other corporate records. You do not need to send the signed copies to Corporations Canada.
What is a trade-mark?
A trade-mark is a word, a symbol, a design or a combination of these elements used to distinguish the goods or services of one person or organization from those of others in the marketplace. Trade-marks come to represent not only actual goods and services, but the reputation of the producer. As such, they are 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 goods or services of a specific firm or individual. Suppose you open a courier business you call "Giddyup," you could register the words as a trade-mark (assuming all legal requirements were met) for the service you offer.
- Certification Marks are owned by one person but licensed to others to identify goods or services that meet a defined standard. Examples include the Woolmark design owned by Woolmark Americas, Ltd. for use on clothing and other goods; and the logo of the Association of Professional Engineers.
- Distinguishing guise identifies the shaping of goods or their containers, or is a mode of wrapping or packaging goods. For example, if you manufacture 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 website of the Canadian Intellectual Property Office.
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