Incorporation FAQ - Canada-SK

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A corporation is a business entity considered to be 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 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 Incorporation Package is currently restricted to for-profit businesses seeking to incorporate with the Government of Saskatchewan.

The contact person is the person who authorizes registration of this corporation. The contact person may be contacted by LawDepot staff, Registry Agents, or the Saskatchewan Government if additional details are required regarding this incorporation.

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 “Saskatchewan”.
3. Your choice of suffix (Limited, Limitee, Incorporated, Incorporee, Corporation, Ltd., Inc. or Corp.) i.e. Ltd.

In the above example, the name of the Numbered Corporation is 1111111 Saskatchewan 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:

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. Each corporation must have a unique name. Before a selected corporate name can be registered, a Saskatchewan Mandatory Name search must be filed to ensure that the name 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

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.

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.

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

• A word or expression in any language that is obscene or implies that a business is obscene, immoral, illegal, or otherwise objectionable, i.e. Cocaine Distribution Inc.
• A word or number that implies that a Named Corporation is a Numbered Corporation, i.e. 1111111 Saskatchewan Ltd.
• A word or expression that implies that the corporation is not a corporation.
• Elements that imply the corporation is under royal or governmental patronage,
• Elements that imply that the corporation is affiliated with the Government of Canada or the government of a province or territory when it is not, i.e. Government of Saskatchewan Development Ltd.
• Elements that imply that the corporation is sponsored or controlled by a university, college, technical institute or professional or occupational association
• Elements that suggest it is a bank, loan corporation, insurance corporation, trust corporation, financial intermediary, stock exchange or other financial institution regulated by provincial or federal legislation.
• Primarily a combination of punctuation or other marks.
• A year.

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 Saskatchewan Mandatory Name Search and you have given your approval. However, the Saskatchewan Mandatory Name Search fee is non-refundable and you will be subject to a new fee for every name search you request.

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 Speed Printing Ltd. may be rejected for being too similar.

No – a corporate name is not a trademark. A trademark is a distinctive sign, design or logo that distinguishes goods, wares, and services from that 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 only be registered with the Government of Saskatchewan.

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 Saskatchewan Mandatory Name Search.
4. You plan on choosing a name for your corporation at a future 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.

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

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.

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.

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.

An Officer is someone who ordinarily works in 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.

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

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

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.