What is incorporation?
By “incorporating” your business, you create a “corporation.” Your business then becomes a legal entity with rights and obligations of its own.
In most cases, the law considers a corporation to be a separate entity from the individual people who own it. Acting through their directors, corporations can do things in their own name, like enter into contracts, open bank accounts or pay salaries to employees.
Ownership of the corporation can be divided between several people. This allows profits to be distributed in the form of dividends, for example. This isn’t the only way to share ownership of a company, but it is one of the most common.
Incorporation offers several benefits to business owners in comparison to a sole proprietorship, also known as being self-employed. There may be some drawbacks too.
What are the benefits of incorporation in Canada?
Legal advantages
Limited liability
A corporation is a separate entity with its own legal personality. This means that it is the business that is responsible for debts and obligations. There are some exceptions in which directors may be held liable for some of the corporation’s obligations.
Continuity
Because a corporation is a separate legal entity, it continues to exist even when its founder dies. It can also be sold to new owners.
Tax advantages
Lower tax rates
Corporations have to pay tax on the net income (profits) they generate through their business activities. Rates may vary, but they are often lower than personal income tax rates for employees or self-employed workers.
Tax deferral for shareholders
Only earnings distributed by the company in the form of salaries and dividends are taxable. Shareholders and directors are not subject to tax as long as the earnings are retained within the company.
What are the potential downsides of incorporation in Canada?
Administrative burden and fees
Incorporating involves added fees and administrative procedures. Expert assistance with accounting and taxes is often needed, since corporations have to produce financial statements, tax returns and other documents every year.
Get the help you need
If you decide to incorporate your business, there are a number of professionals who can assist you, including lawyers, notaries, accountants and specialized business advisors. Although it means additional costs, this kind of expert advice is often invaluable.
Are you ready to get started? Here’s a step-by-step guide to incorporating your business.
Step 1: Choose a jurisdiction
In most cases, businesses in Canada can choose whether to incorporate at the federal level or at the provincial level (or in a territory).
Which you choose depends on your plans for the business. If you think you’ll be doing business outside your province or territory, you may want to opt for federal incorporation. Otherwise, incorporating on the provincial level could be a good option.
Here’s a brief summary of federal and provincial/territorial incorporation:
Federal incorporation
- Your company’s name is protected across Canada
- Your head office can be anywhere in the country
- At least 25 percent of the directors must reside in Canada and be Canadian citizens (or permanent residents)
- With the appropriate licences, you can do business Canada-wide
Provincial or territorial incorporation
- Cheaper
- Faster
- Fewer administrative procedures
- The rules are sometimes different than for federal incorporation (e.g., issuing shares)
- You may need an “extra-provincial” licence to operate outside the province where your business is incorporated
It’s possible to change your decision later. However, this will mean more fees and paperwork.
Whichever option you choose, it’s still possible to do business across Canada and abroad, provided you comply with applicable legislation and obtain the right licences.
The Canadian government has produced a list of the authorities that handle provincial and territorial incorporation.
Step 2: Confirm your legal status
Most private for-profit companies choose to set themselves up as corporations. But it’s worth making sure that there isn’t another legal status that would suit your business better.
Other options include general partnerships (GP), limited partnerships (LP) and joint ventures. In addition, depending on your activities, a non-profit organization, cooperative, association or trust may be a more appropriate status.
The rules on taxation and liability may vary depending on the legal structure you choose.
Step 3: Choose a name and register it
The fastest and easiest option is to ask the provincial or federal authorities to assign you a numbered name when you incorporate. The name will be composed of a unique number, the place of incorporation (e.g., “Canada”), and the abbreviation “Inc.” This is what is known as a numbered corporation.
However, for marketing reasons, many businesses prefer to have a word name, which is easier for people to say and remember.
The name must also include a legal element. The most common are “Inc.” and “ltd.” In some places, it has to include a description of the products or services it offers. Some professions—dentists, optometrists and lawyers, for example—can also include their professional title.
The name must still comply with the rules and standards for company names. The name you choose must be valid and unique. In some places, you may need a name search report, sometimes called Nuans, to check that the name is available.
To avoid last-minute disappointment, make sure that the name you want is available before starting the incorporation process.
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Step 4: Do the paperwork
Each jurisdiction has different requirements and deadlines for paperwork. You may have to provide the following information:
- The number of shareholders and directors and their names
- Your head office address
- The classes of shares and the rights they give (voting, dividends)
- Your sector of activity
- The company's by-laws
- The start date for the fiscal year
- Provisions for liquidating or dissolving the company
Although standard templates are available, it’s best to consult a professional (lawyer or accountant) when preparing your documents, especially if your company has several shareholders. Most documents and even the professional help you might be seeking can be found online.
Step 5: Pay the fees
The fees charged vary from place to place. It will usually cost you a few hundred dollars to incorporate.
If you’ve incorporated your business federally, you may have to pay fees to the province or territory too.
You can often pay online with a credit card.
Step 6: Get your certificate of incorporation
Once your application has been processed, you’ll receive the licences and certificates required for your business. Take time to check that the information in the business registry is accurate and update it if necessary.
Depending on the jurisdiction, you may need to fill out a form to update your information or renew your registration each year.
Step 7: Finalize your internal structure
Once your company is incorporated, you and the other shareholders will have to contribute capital to the business by subscribing for shares.
The directors will adopt by-laws for the company, establish its head office, set a date for the end of the fiscal year and appoint officers. The roles of shareholder, director and officer are distinct, even though the same person may occupy more than one role.
If your company has several shareholders, think about drawing up a shareholder agreement. This document helps you manage day-to-day operations and make important decisions. It also provides for situations like the death or disability of a shareholder or other serious events.
If you do decide to incorporate your business, make sure you do things right by getting expert advice (from lawyers, notaries, accountants, specialized business advisors, etc.). Laying a solid foundation will help ensure future success.