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Incorporation Process
What are the advantages of incorporating?
Incorporating limits the liability of corporation
shareholders. Generally, a shareholder of a corporation is only liable to the extent of
his/her investment in the corporation. The
Directors Liability
Document contains
information about the liability of directors.
Incorporating promotes continuity of existence. The
existence of a corporation is continuing and is not affected by the death or bankruptcy of
a shareholder or director.
Incorporating allows for holding title to real property and
entering into contracts.
There may also be tax advantages to incorporating, but check
with your accountant or seek other professional advice to determine what is best for your
situation.
How do I incorporate in Saskatchewan?
You must complete and file the following forms with the Corporations Branch.
Request for
Name Search and Reservation;
Articles of Incorporation;
Notice of
Registered Office; and
Notice of Directors.
You must also send:
the $265 incorporation fee; and
the name search fee (either $50 or $60 depending on the
type of search).
Do I have to hire an accountant or lawyer to incorporate?
No. The Corporations Branch cannot recommend incorporation or what type of share
structure is best for you. You should contact an attorney for your legal concerns or an
accountant for your financial concerns.
What happens after I file the incorporation forms and
pay the fees?
All documents are placed in the order they were received and checked to see if they
have been completed properly and that they do not violate any provision of The Business
Corporations Act. Once the documents have been approved, a Certificate of
Incorporation is issued and attached to the duplicate set of Articles and returned to you
for your records.
Your corporation will be incorporated effective the date all correctly completed forms
and fees are received. You may request a later incorporation date.
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Fees
What are the fees for incorporation?
The fee to incorporate is $265. The name search fee ($50 or
$60 depending on the type of search
requested) will also be due if the name has not been searched and reserved in advance.
The fees are payable to the Minister of Finance and may be
made in cash or by Visa, MasterCard, cheque or money order.
Business Corporation Fee Schedule
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Turn-around
time
It usually takes 2 weeks to process incorporation
documents. If you need your documents processed in less than 2 weeks, there will be an
additional $100 Emergency Processing Fee.
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Forms
The Business Corporations
Act Kit contains a copy of the forms required to incorporate. If you require
more forms, you may phone the Corporations Branch at (306) 787-2962, fax your request to
(306) 787-8999 or send a written request. This is also the address to which you should
send your completed forms:
Saskatchewan Justice
Corporations Branch
2nd Floor, 1871 Smith Street
Regina, Sask.
S4P 4W5
Forms must be submitted in duplicate with the required
fees. Forms may be faxed or mailed.
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Shares
What is a shareholder?
A shareholder is a person (individual or corporation) who owns shares in the
corporation.
What is a share?
A share is a part of the capital of the corporation. It also gives the holder certain
rights which may include the right to vote or to a proportional part of the assets through
dividends or distribution of assets upon winding up of the corporation.
How do I issue shares?
Clause 25(1) of The Business Corporations Act states, "... shares may be
issued at such times and to such persons and for such consideration as the directors may
determine."
When shares are issued, a resolution of the directors is usually passed setting out the
number of shares to be issued, to whom and for what consideration. Actual share
certificates must be issued, if demanded by the shareholder, and the corporation must keep
careful records of each shareholder and the number of shares held by each.
An accountant or lawyer can help you determine the considerations for which the shares
should be issued.
When do shares have to be issued?
Shares must be issued before the corporation commences business.
Where do I get blank share certificates?
Most stationery stores carry blank share certificates.
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After
incorporation
Once I am incorporated, is there anything else I have to do?
There are a number of administrative requirements, such as filing a Notice of Change of
Registered Office if you move, and a Notice of Directors if directors change.
However, the key requirement is to file an annual return with the Corporations Branch.
What is an annual return?
An annual return is the annual filing requirement that maintains your
corporation’s existence and verifies the information we have in our records is
correct. Corporations Branch generates the annual return and sends it to the
corporation’s mailing address approximately 6 weeks before the due date. You must
update and verify the information on the form and file it with our office along with the
appropriate fee ($50).
When are annual returns due?
Annual returns are due one month after the anniversary of the date of incorporation.
For example, if your incorporation date is July 15, 1999, your first annual return will
be due on August 31, 2000, and every August 31 after that, as long as the corporation
continues to exist. The filing fee for the annual return
on paper is $50, or $40 if filed
electronically.
If the annual return is not filed by the due date the fee is $80
whether filed electronically or on paper.
What happens if I do not file an annual return?
If an annual return is not received within four months of the due date, the Corporation
will be struck from the Register of Corporations.
Corporations that carry on business without being on the Register of Corporations do so
contrary to The Business Corporations Act.
Are there any penalties for doing business without being registered?
Section 299 of The Business Corporations Act states that any corporation which
carries on business without being registered is subject to prosecution and may be fined up
to $5000.
How can I get my corporation restored to the Register of Corporations if it is
struck off?
To restore your corporation, complete an
Application to Restore Name to
the Register, the annual return and return them together with the $265 fee.
If the corporation has been struck for more than one year, a name search (including the
name search fee) is required.
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Frequently asked questions
about forming a business corporation
What is a corporation?
A corporation is an artificial person or entity that has its own existence or identity
that is separate and distinct from its shareholders. A corporation may acquire real
property and enter into contracts. It is also responsible for its own acts, liabilities
and obligations.
What is a registered office?
The registered office is the location within Saskatchewan where the records of the
corporation are maintained.
What is a director?
A director is an individual, at least 18 years of age, who is elected by the
shareholders to manage the affairs of the corporation. An individual is disqualified from
being a director if:
- he or she has been found of unsound mind by a court in Canada or elsewhere; or
- he or she has the status of bankrupt.
For more information on directors:
Do I need a corporate seal?
Corporate seals are not required under The Business Corporations Act, although
some banks and lending institutions may require that you have one.
They are available through any business that makes marking devices. The full
corporation name must be shown on the seal. Most manufacturers have samples.
How do I search
the name I want to use for my corporation?
You can request a name search by phone, mail,
or fax:
Phone the Corporations Branch at (306) 787-2962 and provide the information outlined
in the
Name
Search and Reservation form, along with a Visa or MasterCard number and expiry
date.
- Mail the
Name
Search and Reservation to the Corporations Branch with the required fee. You may
pay by Visa, MasterCard, cheque or money order in Canadian funds. (2nd Floor, 1871 Smith
Street, Regina SK, S4P 4W5)
All available names are reserved for a ninety day period to allow you time to prepare
and submit the registration documents, if they do not accompany the name search request.
How much does it cost to do a name search?
There are two types of name
searches. A Saskatchewan Plus search is $50 and a Canada-wide search is $60.
How
do I change the name of my corporation or any other item in the Articles of Incorporation?
To change (or amend) any provision contained in the Articles of Incorporation, you must
file Articles of Amendment.
The
Articles of
Amendment form must clearly state what the change is and must be signed by an
Authorized Officer or Director of the Corporation.
The fee to amend the Articles is $100. If the name is to be changed, the fee is $115
(plus the $50 or $60 name search fee if there has been a substantial change in the name).
How do I change my registered office?
You can change your registered office by filing a
Notice of Change
of Registered Office. There is no fee to make this change.
How do I change the directors of the corporation?
When any change of directors occurs, a
Notice of Change of
Directors must be completed and filed within fifteen days of the change. There is
no fee to file the notice.
If the new number of directors is less than the minimum or more than the maximum number
of directors allowed in the Articles, the Notice of Directors must also be accompanied by
Articles
of Amendment and the $100 fee.
What
if I want the corporation to do business under more than one name?
If you want to do business under more than one name there are two options:
1) Form another corporation, which can be a subsidiary corporation;
2) Register a Business Name (also known as trading name) under The Business Names
Registration Act, that is owned by the corporation.
Check with your lawyer or accountant about which of the above options is best for
you.
Where
can I get a copy of The Business Corporations Act and its regulations?
Copies of all Acts can be obtained from:
Queen’s Printer
B19 - 3085 Albert Street
Regina, Saskatchewan
S4S 0B1
1-800-226-7302 (within Saskatchewan) or (306) 787-6894
E-mail: qprinter@justice.gov.sk.ca
Please call ahead for prices.
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Additional
Information for Business
Corporations
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