Frequently Asked Questions

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Who can form a corporation?

One or more competent individuals who are 18 years of age or older and who are not in a status of bankrupt may form a corporation under the Canada Business Corporations Act (CBCA). Similarly, one or more companies or "bodies corporate" may incorporate a company. These persons are called incorporators. An incorporator (individual or corporation) may form a corporation whose shareholders, officers and directors are other persons, or may serve as the sole director, officer and shareholder of the company. An incorporator is also responsible for organizational procedures, such as filing the articles of incorporation and designating the first directors.

A company can be incorporated under the laws of only one jurisdiction. You must decide whether to incorporate federally under the CBCA, or under the laws of a province or territory instead of the CBCA. Requirements vary, and you should contact the jurisdiction under which you wish to incorporate for precise details. This guide contains information specific to the CBCA, the federal legislation governing incorporation.

What kinds of businesses can incorporate under the CBCA?

Almost any type of business may incorporate under the CBCA. However, banking, insurance, and loan and trust companies, as well as non-profit corporations, are incorporated under different statutes.

There are no restrictions such as minimum company size on the businesses that may incorporate under the CBCA. While all provinces and territories have similar legislation for companies operating within their borders, only the CBCA is national in scope.

Many small businesses incorporating under the CBCA have the intention (either now or sometime in the future) of operating in more than one province or territory. They choose to incorporate under the CBCA now in order to simplify their business relations later if they decide to expand operations or grow larger.

Should I incorporate?

This depends on your particular situation. The most common forms of business organization are the sole proprietorship, partnership and corporation. Each of these forms of business has its own advantages and disadvantages, and the most appropriate form for you as a small business owner will depend on your particular circumstances. Some of the benefits of incorporating are set out in Section 1.1, Benefits of Incorporating, of this guide. This guide focusses on incorporation for small businesses under the CBCA.

Do I need to hire a lawyer to incorporate?

No. A lawyer may provide valuable advice, but is not a requirement for incorporation.

If I decide to incorporate, what next?

Federal corporations are formed when you file articles of incorporation with Corporations Canada, and a certificate of incorporation is issued. Fill out the blank forms in the Appendixes of this guide and send them to the address listed in the Contacts section. Samples of correctly filled forms are included in the Appendixes of this guide for your convenience. You may modify the samples to suit your own specific circumstances.

So long as the forms are filed properly and the appropriate fee is paid, the Director under the CBCA will issue a certificate of incorporation.

How long does it take to get incorporated?

Corporations Canada operates during normal business hours five days a week. We can usually issue your incorporation papers within five business days, when they are delivered to our office by post. Faster service is usually available when you deliver your documents by hand. When you file online through the Corporations Canada Online Filing Centre, we can offer very expedient (same-day or next-day) service.

How much does it cost to incorporate?

Filing fees for articles of incorporation under the CBCA are lower when paid online than when paid through any other means. Fees are now $200 when submitted online and $250 for all other means. In addition, unless your company is going to request a numbered name, you will have to file a NUANS® name search report (see Section 2.1, Choose a Name, of this guide), which may be ordered online or from an independent search house. Of course, if you obtain legal advice when completing your articles of incorporation, there will be professional fees in addition to your filing fee.

Do I have to get a corporate seal?

A corporation under the CBCA is not required to have a seal. If you wish to have a corporate seal for your corporation, you may purchase one from a legal stationery store or commercial supplier.

If I incorporate federally, do I have to register or file anything with the provinces or territories?

Yes. Whether you incorporate federally or provincially/territorially, you will likely be required to register your business in any province or territory where you carry on business. Although Industry Canada is working with provincial and territorial officials to decrease this burden, each province and territory right now has individual requirements for registering corporations from outside its borders. You should contact the local corporate law administration office in each province or territory in which you plan to carry on business to determine which obligations may be placed on your corporation.

Where can I get more information about incorporating?

The Contacts section contains mailing addresses, phone numbers and other contact information of knowledgeable corporate specialists in our offices who can respond to your specific requests, as well as of other federal government resources for small businesses.

What are the advantages of incorporating online?

Filing online through the Corporations Canada Online Filing Centre has many advantages: it is less expensive (the incorporation and annual return filing fees are lower when paid online than when paid through any other means); it is convenient (you can file from the office or home 24 hours a day, seven days a week); and it is fast (you receive immediate acknowledgment of your filing, and there is usually same-day or next-day processing).

Is it safe to pay fees online?

Yes. There's no need to worry about online payments using your American Express®, MasterCard® or Visa® — the Strategis Secure Online Electronic Commerce System ensures that all transactions are processed with complete security.

How do I file articles of incorporation for a CBCA corporation online?

Go to the Corporations Canada Online Filing Centre. Register with the Strategis Secure Server Facilities to access the Online Filing Home Page, then choose Articles of Incorporation from the list of menu choices available. Select one of the four incorporation options available: a numbered corporation; a corporation with a pre-approved name; a corporation for which name approval is sought and a NUANS® report attached; or a numbered name corporation that has been pre-reserved. Then follow the user-friendly instructions provided.

Do online documents have to be signed?

When documents are filed in electronic format, an original signature is not required. However, originally signed copies of all documents must be maintained in the records of the corporation.

What is a trade-mark?

A trade-mark is a word, a symbol, a design (or a combination of these features), used to distinguish the wares or services of one person or organization from those of others in the marketplace. Trade-marks come to represent not only actual wares and services, but the reputation of the producer. As such, they are considered valuable intellectual property. A registered trade-mark can be protected through legal proceedings from misuse and imitation.

1. Ordinary marks are words or symbols (or a combination of these features), that distinguish the wares or services of a specific firm or individual. Suppose you opened a courier business which you called "Giddy-up." You could register the words as a trade-mark (assuming all legal requirements were met) for the service you offer.
   
   
2. Certification marks identify wares or services which meet a defined standard. They are owned by one person but licensed to others to identify wares or services which meet a defined standard. Examples are: the Woolmark design owned by Woolmark Americas, Ltd., for use on clothing and other wares and the logo of the Association of Professional Engineers.
   
   
3. Distinguishing guise identifies the shaping of wares or their containers, or is a mode of wrapping or packaging wares. If you manufactured candy moulded to look like butterflies, you might want to register the butterfly shape as a trade-mark under "distinguishing guise."

For more information visit the Canadian Intellectual Property Office's website.

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