>
Incorporation FAQ Canada Federal
There are advantages and disadvantages to incorporating both federally and provincially. To see the differences between incorporating federally and provincially, view Provincial vs. Federal Incorporation.
As a general rule, if you plan to operate in only one province you should consider incorporating provincially, whereas if you are going to operate in more than one province you should consider incorporating federally.
Ultimately though, the decision between incorporating federally and provincially is one that only the incorporators can make. If you wish to receive legal advice based on your specific circumstances, LawDepot recommends that you contact a local attorney.
Yes, you can incorporate without the assistance of LawDepot.com. Corporations Canada will accept completed forms necessary for incorporating in person, electronically, and by mail. However, you will not likely receive assistance from the Government:
With LawDepot.com's Federal Incorporation Package your incorporation is:
LawDepot maintains the security of your information at all times. We use the Secure Socket Layer (SSL) protocol with 128-bit encryption strength to transmit sensitive information. This is the same technology used in transmitting sensitive information by banks, governments, and online businesses such as Amazon.com and eBay. Once information is in our system, it is accessible to authorized LawDepot personnel only. We strictly enforce our privacy policies with our employees and any breach of this policy will result in termination and possible criminal prosecution. For more information please review: www.lawdepot.com/privacy.php.
Once LawDepot reviews your order, it will be submitted for registration within 1 business day. If you need to change your order, please immediately contact LawDepot technical support by telephone, 1 (866) 608-1020 (toll-free North America). We will make best efforts to stop your order, but all orders should be considered final.
Yes, LawDepot does review submitted answers for accuracy of spelling, grammar, completeness and consistency. LawDepot does not check, nor offer reviews of legal completeness, accuracy or offer legal advice of any nature. If you require advice on whether you should and how to incorporate your business, please consult with a local attorney in your area.
We will file your incorporation package as soon as possible.
• Numbered Corporation registration should take 1-3 business days.
• Named Corporation registration should take 4-7 business days. Of course, if there is a problem with the name or names you have selected, your registration might take longer.
A corporation is a business entity considered to be a legal person that is distinct from the shareholders who own it. A corporation can borrow money, pay taxes, hire employees, commence or be subject to a lawsuit, and own property. The shareholders may participate in the corporate profits through the payment of dividends.
The biggest advantage of an incorporation is limited liability for shareholders. Under law, a corporation is considered to be a legal person that is distinct from the shareholders who own it. This means that individual shareholders are not personally liable for the debts and obligations of the corporation. If a corporation fails, the shareholders will lose the amount of equity invested with their shares. One disadvantage of a corporation is that income is taxed at two levels: first on income for the corporate entity, and then at the shareholder level where shareholders are taxed on any dividends they have received.
LawDepot’s Federal Incorporation Package is currently restricted to for-profit businesses seeking to incorporate with the Government of Canada.
A contact person is a person who authorizes registration of this corporation. The contact person may be contacted by LawDepot staff, Registry Agents, or the Government of Canada if additional details are required regarding this incorporation. You only require one contact person, but you may provide information for up to ten contact people.
A Numbered Corporation is a corporation that has been assigned a number as a corporate name. The name of a Numbered Corporation will consist of three parts:
In the above example, the name of the Numbered Corporation is 1111111 Canada Ltd.
A Named Corporation is a corporation that has had a name selected for it by its incorporator(s) and/or director(s). The name should ideally consist of three parts:
In the above example, the corporation’s name would be XYZ Distribution Ltd.
While there are marketing and trademark advantages that the name contain a distinctive element and describe the business dealings of the Corporation, there is no legal requirement for either. At a bare minimum, the name MUST end with one of the suffixes (Limited, Incorporated, Corporation, Ltd., Inc. or Corp.), be unique and not use any words or expressions prohibited by regulation.
Each corporation must have a unique name. Before a selected corporate name can be registered, it must first be searched in the NUANS database to see if it is unique.
For more information, please view Guidelines for Naming a Federal Corporation.
Generally, the names of all Federal Named Corporations must:
For a more detailed look at naming your corporation, please view Guidelines for Naming a Federal Corporation
A Professional Corporation is another type of Named Corporation, where the corporation is specifically formed for one of the following types of professions: medicine, optometry, dentistry, law, chiropractic, or accounting.
A Professional Corporation’s name should have the name of the practitioner, followed by the term ‘Professional Corporation’, i.e. Sam Jones Professional Corporation. Alternatively, you can add a professional descriptor (such as Legal, Law, Medical, Dental) between "Professional" and "Corporation", i.e. Sam Jones Professional Law Corporation.
Please note that LawDepot does NOT currently incorporate professional corporations.
The Newly Updated Automated Name Search (NUANS) is a computerized search system that compares a proposed corporate name or trade-mark with databases of existing corporate bodies and trademarks. NUANS software and data is the property of Industry Canada. A NUANS search produces a list of names that are the most similar to your proposed name. If you are requesting a Named Corporation, LawDepot will automatically order a NUANS search for you. You can search up to three names with each NUANS search included in your LawDepot Incorporation Package.
The $49 NUANS fee allows for you to search up to 3 names. You will be given the results of your names searches, and then you may register one of them to be the name of your corporation.
If the name you choose is already registered, your proposed name will be rejected. In this case, LawDepot will ask you to either choose a new name for your Named Corporation, select to have a Numbered Corporation, or cancel your incorporation filing with LawDepot. You will not be charged to have your corporation filed until it has passed the NUANS search and you have given your approval. However, the NUANS search fee is non-refundable and you will be subject to a new fee for every NUANS search you request.
You can search up to three names with each NUANS search.
LawDepot will send your NUANS search results back to you before it registers your Named Corporation, allowing you to choose another name if you feel your proposed name is too similar to an existing Named Corporation.
No – a corporate name is not a trademark. A trademark is a distinctive sign, design or logo that distinguishes goods, wares, and services from those of competitors. While a corporate name may become a trademark through application or use, its registration alone does not establish a trademark.
Your Corporate Name will be registered with the Government of Canada.
You might choose a Numbered Corporation instead of a Named Corporation if:
Yes. You can change a Numbered Corporation to a Named Corporation at a future time by creating and filing an Articles of Amendment (form 4). However, there is a $200.00 government fee for filing the articles of amendment and your total cost will range from $250 to $400 depending on whether you want new minutes books or share certificates. Please be aware that LawDepot does not currently offer this service.
A corporation’s registered address is usually the place of business where the corporation is located and which is ordinarily available to the public. It doesn't have to be an office of the corporation, but a copy of the records of the corporation (articles of incorporation and bylaws, with amendments, unanimous shareholder agreement, minutes, copies of financial statements, etc.) must be available there. The address cannot be a post office box.
“Resident Canadian” means a natural person who is:
The incorporator is the person or persons who organize the corporation and file the Articles of Incorporation. Once the filing is complete the incorporator's function is complete and afterwards the management of the corporation is performed by the directors, subject to ratification by the shareholders.
A director is a person who is elected by either the incorporators or the shareholders of a corporation to conduct the affairs of the company.
According to the Canada Business Corporations Act: The following persons are disqualified from being a director of a corporation: (a) anyone who is less than eighteen years of age;
(b) anyone who is of unsound mind and has been so found by a court in Canada or elsewhere;
(c) a person who is not an individual (i.e. a corporation); or
(d) a person who has the status of bankrupt.
R.S., 1985, c. C-44, s. 105 (1).
A shareholder is a person, business entity or institution that owns at least one share in a corporation. Shareholders are the actual owners of the corporation. As owners, the shareholders have the potential to profit if the corporation is doing well but also the potential to lose their investments if the corporation’s fortunes decline. A shareholder is not personally liable for the debts and obligations of the corporation.
No, a shareholder does not have to be 18 or older. However, you should be careful, as the laws regarding underage shareholders may be complex. If you plan to list someone under the age of 18 as a shareholder, you might want to contact a local attorney who can give you legal advice based on your specific situation.
An Officer is someone who ordinarily performs some of the management functions of the corporation. An Officer does not need to be a Shareholder or Director, and is appointed and reports to the Directors of a corporation.
Yes, a director can be appointed to any office of the corporation.
Yes, one person can hold two or more offices of the corporation.
Typically officers in a corporation will have such titles as: President, Vice-President, Treasurer, and Secretary. Larger corporations may have a management structure that includes offices such as: Chief Executive Officer, Chief Financial Officer, and Chief Legal Officer.
A president is an executive officer of a corporation and is usually responsible for the day-to-day operations of the corporation. The president will report to the board of directors.
A treasurer is an executive officer of a corporation responsible for supervising the accounting functions of the corporation and for keeping accurate and current financial records for the corporation.
A secretary is an executive officer of a corporation who is responsible for maintaining records of the corporation such as minutes of meetings, shareholders lists, etc.
The incorporation date is the date that the contact person authorizes the filing of this Corporation. Typically, it is today's date unless there is some specific reason for wanting the corporation to not exist until a certain day in the future. Articles of Incorporation
The Articles of Incorporation is a document that is filed by the individuals organizing the corporation. The Articles of Incorporation describe the purpose of the corporation as well as the share structure. The Articles will also list the names of the individuals who are acting as initial directors for the corporation. Any details of share transfer restrictions, and business activities will also be included in the Articles of Incorporation. The actual rules governing the management of the corporation would be contained in a separate document called the Bylaws.
The following are LawDepot's standard details for its articles of incorporation:
From September – December 2007, over 96% of all LawDepot Articles of Incorporation customers in the US and Canada selected nearly the same Articles of Incorporation details shown above. To simplify the incorporation process for you, LawDepot has made these details standard, as they are the most popular and commonly used details.