Incorporation FAQ - Canada-BC


GeneralCorporationsContact PersonCorporate NameCorporate AddressTerminology
General
Can I complete the incorporation process by myself, without using LawDepot?

Yes, you can incorporate without the assistance of LawDepot.com. The Government of B.C. will accept completed forms necessary for incorporating in person, and by mail. However, you will not likely receive assistance from the Government:

  • in determining which documents need to be completed;
  • in preparing your Articles of Incorporation, and additional forms that are necessary for the incorporation process;
  • with completing the NUANs and Corporate Name Reservation process; and
  • in reviewing your information for mistakes.

With LawDepot.com's BC Incorporation Package your incorporation is:

  • Quick - the turnaround for some incorporations being less than 1 business day;
  • Easy - with comprehensive customer support via e-mail and phone;
  • Affordable - if you can find an equivalent service online that matches LawDepot's speed, quality, and service, we will beat that price; and
  • Accurate - your information is reviewed for consistency and accuracy where possible. We review your submitted answers for accuracy of grammar, spelling, and completeness. We do not offer legal reviews or legal advice. If you require advice on whether you should and how to incorporate your business, please consult with a local attorney in your area.
Can I make changes to my incorporation once I have ordered?

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.

Does LawDepot review my submitted answers for accuracy?

Yes, LawDepot does review submitted answers for accuracy of spelling, grammar, completeness and consistency. LawDepot does not check, nor offer reviews of legal completeness or 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.

How long will my registration take?

We will file your incorporation package as soon as possible.

  • Numbered Corporation - registration should take 1-3 business days.
  • Named Corporation- registration should take 4-8 business days. Of course, if there is a problem with the name or names you have selected, your registration might take longer.
Back to Incorporation: Alberta, BC, Federal, Ontario, Saskatchewan.
Corporations
What is a corporation?

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.

What are the advantages and disadvantages of a corporation when compared to other business entities?

The biggest advantage of 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.

Can I use LawDepot’s Incorporation Package to start a non-profit society or charity?

LawDepot’s Incorporation Package is currently restricted to for-profit businesses seeking to incorporate with the Government of British Columbia.

Contact Person
Who is (are) the contact person(s)?

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 British Columbia 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.

Back to Incorporation: Alberta, BC, Federal, Ontario, Saskatchewan.
Corporate Name
What is a Numbered Corporation?

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:

  1. An assigned number, i.e. 1111111.
  2. The word “B.C.”
  3. Your choice of suffix (Limited, Limitee, Incorporated, Incorporee, Corporation, Ltd., Inc. or Corp.) i.e. Ltd. Please note that at this time LawDepot can only complete using the .Ltd suffix.

In the above example, the name of the Numbered Corporation is 1111111 B.C. Ltd.

What is a Named Corporation?

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:

  1. A distinctive element, i.e. XYZ.
  2. A term that describes the business dealings of the corporation, i.e. Distribution.
  3. Your choice of suffix (Limited, Incorporated, Corporation, Ltd., Inc. or Corp.), i.e. Ltd.

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. The first character of the name of a corporation must be an Arabic numeral or alphabetic letter of the English language. 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.

Generally, no corporation may have a name that:

  • is too general
  • is only descriptive, in any language, of the quality, function or other characteristics of the goods or services in which the Corporation deals or intends to deal
  • is primarily or only the name or surname of an individual who is living or has died in the last 30 years
  • consists primarily or only of a geographic name
What difference must exist for a name to be unique?

A Corporation name is not unique if it is different merely due to:

  • the addition or deletion of punctuation marks or spaces,
  • the insertion or removal of a year in the name,
  • the addition or deletion of the word “company” or its abbreviation,
  • the substitution of a word for its abbreviation or an abbreviation for the word,
  • the substitution of a word for its homonym,
  • the addition or deletion of an article, or
  • any other change that does not produce a phonetic difference between the name and the name of the corporate person or dissolved body corporate.
Back to Incorporation: Alberta, BC, Federal, Ontario, Saskatchewan.
Are single word names acceptable?

Single word names are generally not considered to be sufficiently unique when compared to other names containing the same word and will generally not be approved. For example, “Cleaning Ltd.” would probably not be approved.

However, exceptions may be allowed in cases where the proposed single-word name is a coined word that has been trademarked, if evidence of trademark ownership is presented with the name request. For example, if you owned and could prove ownership of the trademark to the word “Fantaxial”, you might be able to name your corporation “Fantaxial Ltd.”

Obvious contractions of common words are not considered to be coined words. For example, “Naturagas”, which is an obvious contraction of “natural gas”, would probably not be considered a coined word.

What is a Professional 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.

What is NUANS?

The Newly Updated Automated Name Search (NUANS) is a computerized search system that compares a proposed corporate name or trademark 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.

Is the $59 NUANS/Name Reservation Fee for each name I select, or for a total of up to 3 names?

The $50 NUANS fee allows for you to search up to 3 names. You will be given the results of your name searches, and then you may register one of them to be the name of your corporation.

What must I avoid when naming my corporation?

In British Columbia, a Named Corporation cannot contain the following prohibited elements:

  • An obscene word or wording
  • The word “government” (in either French or English form)
  • Any words or phrases that might imply the approval of or a connection with any government. Such words include:
    • bureau
    • secretariat
    • commission
    • certified
    • ministry
  • A well known name, trade name, or trademark. For example, “Coca-Cola Heating Inc.” and “Mike Tyson Futures Ltd.” would probably be rejected, unless you were the owner of that name or had prior written consent from that owner.
  • The words “BC” or “British Columbia”, unless placed at the end of the name, before its corporate designation. For example, “BC Water Purification Ltd.” would probably not be accepted, whereas “Water Purification BC Ltd.” might be accepted.
  • A word or phrase that suggests or implies a connection with the Royal family or the Crown. Note: words such as “Royal” and “Crown” may be accepted if they are used in conjunction with another word(s) and do not imply a connection to the Royal Family or Crown. For example, “Prince George Energy Incorporated” may be accepted if “Prince George” refers to the city. “ABC Crown Moldings Ltd.” might also be accepted, as it is clearly not likely making reference to the Crown.
Can a Named Corporation contain special characters?

In British Columbia, you should generally avoid using special characters (like the @ symbol, for example) in corporate names. Some names with special characters may be accepted, but the likelihood that your name will be rejected increases when it includes special characters.

Back to Incorporation: Alberta, BC, Federal, Ontario, Saskatchewan.
What happens if the name I choose is already registered?

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.

What if the name I choose is similar to another Named Corporation?

If your proposed name is not identical to another Named Corporation, but it is so similar that it could cause confusion, it will most likely be rejected. For example, if Light Speed Printing Ltd. already exists, Lightening Speed Printing Limited and Lite-and-Fast Speed Printing Ltd. will most likely be rejected. Even if a name is not rejected, you should still consider the potential confusion and aggravation that a similar name could cause.

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.

Is a Corporate Name the same as a Trademark?

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.

Is my Corporate Name registered throughout the world or just British Columbia?

Your Corporate Name will be registered with the Government of British Columbia.

Why would I choose a Numbered Corporation instead of a Named Corporation?

You might choose a Numbered Corporation instead of a Named Corporation if:

  1. A Named Corporation is not important for marketing your products or services.
  2. You use or plan to use a trade name that is different from your corporate name.
  3. You do not wish to conduct a NUANS database search.
  4. You plan on choosing a name for your corporation at a future time.
Can I change a Numbered Corporation to a Named Corporation at a later time?

Yes. You can change a Numbered Corporation to a Named Corporation at a future time. Please be aware however, that LawDepot does not currently offer this service and there will be an additional government "amending fee" that you will have to pay when you want to change your name.

Back to Incorporation: Alberta, BC, Federal, Ontario, Saskatchewan.
Corporate Address
What is a registered office?

A corporation’s registered address is the place of business where the corporation is located and which is ordinarily available to the public.

What is a records office?

A corporation’s records office, if separate from the registered office, is where the corporation’s necessary documents (articles of incorporation and bylaws, with amendments, unanimous shareholder agreement, minutes, copies of financial statements, etc.) are kept.

Terminology
What is a Resident Canadian?

“Resident Canadian” means a natural person who is:

  1. a Canadian citizen ordinarily resident in Canada,
  2. a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or
  3. a permanent resident within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than one year after the time at which the individual first became eligible to apply for Canadian citizenship
What is an Incorporator?

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.

What is a Director?

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.

What are the limitations on who can be a Director?

A person is disqualified from being a director if that person is:

  1. under 18 years of age;
  2. found by a court to be incapable of managing the individual's own affairs;
  3. an undischarged bankrupt, or;
  4. convicted of an offence in connection with the promotion, formation or management of a corporation or other business, or of an offence involving fraud, unless:
    1. the court orders otherwise;
    2. a pardon was granted; or
    3. 5 years have elapsed since the last to occur of:
      1. the expiration of the period set for suspension of the passing of sentence without a sentence having been passed;
      2. the imposition of a fine;
      3. the conclusion of the term of any imprisonment; or
      4. the conclusion of the term of any probation imposed.
      5. Back to Incorporation: Alberta, BC, Federal, Ontario, Saskatchewan.
      What is a Shareholder?

      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.

      Does a Shareholder have to be 18 or older?

      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.

      What is an Officer?

      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.

      Can a Director be an Officer?

      Yes, a director can be appointed to any office of the corporation.

      Can a person be appointed to more than one office?

      Yes, one person can hold two or more offices of the corporation. For example, a person could be both the President and the Treasurer.

      What are common Officer Titles?

      The following are just some of the titles that are often assigned to Officers in a corporation: President, Vice-President, Treasurer, and Secretary.

      What is a President?

      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.

      What is a Treasurer?

      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.

      Back to Incorporation: Alberta, BC, Federal, Ontario, Saskatchewan.
      What is a Secretary?

      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.

      What is the incorporation date?

      The incorporation date is the date that the contact person authorizes the filing of this Corporation. Articles of Incorporation

      What are the 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.

      What are the standard details of LawDepot's Articles of Incorporation?

      Here are the standard details of corporations incorporated through LawDepot:

      • There is no restriction on the business that the Corporation may carry on.
      • The minimum number of Directors is one (1), with a maximum of ten (10).
      • The Corporation can issues shares without nominal or par value for two classes of shares.
        • Class "A" shares are Voting Common Shares;
        • Class "B" shares are Non-Voting Common Shares;
      • The Corporation is a Private Issuer as deemed by National Instrument 45-106:
        • No share transfers can be made without the consent of the Board of Directors or a Unanimous Shareholders Agreement.
        • Share ownership is restricted to less than 50 individuals, unless specified in law.
        • No shares will be available for sale to the public.
      • The holders of Class "A" Common Shares and Class "B" Common Shares shall be entitled to receive a dividend, when and as specified by the Board of Directors of the Corporation.
      Why are the Articles of Incorporation details set the way they are?

      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.

      Back to Incorporation: Alberta, BC, Federal, Ontario, Saskatchewan.


       

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