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 Corporations Canada
FAQ
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 Frequently Asked Questions - AnswersGeneral Information1. What are the benefits of incorporation?
2. What are the benefits of incorporating at the federal level?
3. What are the advantages of incorporating online?Filing online offers the following distinct advantages:
4. What are the steps that have to be followed when incorporating online?Optional preliminary steps:
5. Where can I get more information about incorporating?The Contact Us 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. 6. What kind of businesses can incorporate under the CBCA?Almost any type of business may incorporate under the CBCA. However, mortgage, banking, insurance, loan and trust companies, and other Financial Institutions, cooperative, Chambers of Commerce as well as not-for-profit corporations are incorporated under different statutes. You can find further information about mortgage, banking, insurance, loan trust companies and other Financial Institutions at The Office of the Superintendent of Bankruptcy's website. You can also find more information about Chambers of Commerce and cooperatives in the Forms, Policies, Fees and Legislation section of this site. 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. 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. 7. Who can form a corporation?One or more individuals who are 18 years of age or older, is not of unsound mind and who are not a 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. 8. Is a lawyer needed to incorporate?A lawyer is not necessary to incorporate, although they may provide valuable advice. If the proposed corporate structure (i.e. shareholdings) is going to be simple, probably all information required can be found in our incorporation kit as well as our already approved examples online that contains model articles, including share rights. If the incorporator is less experienced, or the proposed structure is more complicated, he/she may wish to consult with legal counsel or other professional advisors. 9. 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 (forms 1 and 2) and send them to the address listed in the Contacts section or file it online in the "Online Filing" section. As long as the forms are filed properly, that the corporate name (if applicable) is accepted and the appropriate fee is paid, the Director under the CBCA will issue a certificate of incorporation. 10. 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 six business days when they are sent to our office through regular mail, 3 business days if sent by courier or by fax. Faster service is usually available when you deliver your documents online (refer to question number 13) or by hand (1 hour for visitors to the Ottawa office between 8.30hrs and 2.30hrs). For more details, please consult our services standards. 11. How long does it take to incorporate a CBCA corporation online?Same day service - we are committed to providing same-day service. Submit your articles before 13:00 hours (eastern) any business day and we should be able to process your incorporation certificate on the same day by 17:00 hours (eastern).* For more details, please consult our services standards. 12. Do online documents have to be signed?Documents can be filed in electronic format using a typed signature and title of the authorized officer (an original signature is not required). However, it should be note that signed copies of all documents must be maintained in the records of the corporation. 13. 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. However, you do have to get a corporate seal if you are a corporation under the CCA-II (not-for-profit). 14. If a company incorporates at the federal level, do they need to register anything with the provinces?Yes. Whether a company is incorporated federally or provincially, they will likely be required to register their business in one or more province(s) and/or territory(ies) where they carry on business. Corporations Canada is working with provincial and territorial officials to decrease this burden. Currently, any Ontario, Nova Scotia, or Newfoundland and Labrador client completing their online incorporation process through our Online Filing Centre has the option of continuing with the completion of their extra-provincial registration forms. The other provinces and territories have individual requirements for registering corporations from outside their borders. Incorporators should contact the local corporate law administration office (also known as Provincial Registrars) in each province or territory in which they plan to carry on business. 15. Do I have to incorporate federally and provincially?No, you either incorporate federally or provincially. 16. I am a lawyer: Why can't Corporations Canada provide the advice I am seeking?Corporations Canada staff does not provide legal advice. Staff will only advise clients with regards to whether or not a filing will be accepted. 17. Where can I obtain a copy of the CBCA (or another Act) and its Regulations?A copy of the Act and Regulations may be obtained through various legal publishers. The Act CBCA, or other Acts, are also available electronically through the Department of Justice. Also, you can access electronic versions of legislations administered by Corporations Canada in the Forms, Policies, Fees and Legislation section of this website. 18. Can I file with the Director the required financial statements in U.S. GAAP (Generally accepted accountant principles)?As of March 8, 2005, corporations incorporated under the Canada Business Corporations Act who are also registered with the US Securities and Exchange Commission (SEC) are allowed to file financial statements and auditor's reports using the US generally accepted auditing principles (GAAP). 19. What percentage of directors must be resident Canadian?As per the Canada Business Corporations Act, 25% of the directors must be "resident Canadian". (as per the definition in the Immigration Act) For example: if there are four directors, at least one must be resident Canadian. if there are 5 directors 2 must be resident Canadian etc... 20. How can I provide feedback to Corporations Canada?You can provide feedback to Corporations Canada by contacting us directly by phone or letter. Clients who file online also have the opportunity to complete an online survey once their transaction is completed (an invitation to complete this online survey can be found in the e-mail which contains your official documents from Corporations Canada). Finally, clients who call our toll-free number (1-866-333-5556) will be invited to participate in a four question survey at the end of the conversation. Should you require any additional information regarding our e-commerce initiatives or any of the products and services offered by Corporations Canada, please contact one of our offices at the addresses provided below or send your enquiry electronically using Corporations Canada's e-mail address: Corporations Canada. Should your questions deal with technological issues pertaining to Internet (software, browser, etc.), communicate directly with our IT specialists using Corporations Canada's e-mail address: Corporations Canada. Ottawa Vancouver Montreal Toronto 21. Can I subscribe to a mailing list to receive information from Corporations Canada?Yes, Corporations Canada has an e-mail subscription service. Through this service you can receive Corporations Canada news, such as Notices from the Director of the CBCA, training on choosing a name for your corporation, the list of trade shows where we will have an information booth, and information on any new services we are developing. To register, simply visit Corporations Canada's website, and select the "Online Filing" option on the left side of the screen. Click on the link to access the "Online Filing Centre." After providing your Strategis user name and password, select the "Subscribe / Unsubscribe to Information Bulletins" option to complete the registration. 22. If I register to Corporations Canada's list, will my email address be kept confidential?Your email address will remain confidential and will not be used for other purposes than expressed above. You can consult our full privacy policy by clicking on "Privacy Statement" at the bottom of this page. 23. Will I be flooded with emails if I subscribe to this mailing list?No. We will only send you information of relevance to Corporations Canada and our clients. 24. 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. There are three basic categories of trade-marks:
For more information visit the Canadian Intellectual Property Office's website. Sole Proprietor / Partnership1. Is it better to incorporate or to register (as a sole proprietor/partnership) one's business?This depends on the particular situation: the type and the size of business, the risks involved, the number of people involved, the geography covered and the tax situations of the individual involved. 2. Where may I register a sole proprietorship or partnership?Sole proprietorships and partnerships are registered at the provincial level. A list of the registrars is available in the General Information section of this website. Not-for-Profit1. How does one incorporate a not-for-profit corporation?All the requirements for the application of incorporation, such as Letters Patent and By-laws, are listed in the Information Kit on the Creation of Non-Profit Corporations. You can find more information about not-for-profit corporations in the Forms, Policies, Fees and Legislation section of this website. The cost of incorporating a not-for-profit corporation is $200.00. The turn-around time for not-for-profit incorporations is approximately 20 workings days. The incorporating application may be sent to Corporations Canada by fax at 1-613-941-0999 or by mail at: Corporations Canada 2. How do you get a charity registration number?Call the Canada Revenue Agency (CRA) at 613-954-0410 or 1 800 267-2384 Return to questionsCorporate Name1. How do I choose a name for my corporation?Information on choosing a corporate name can be found in the Choosing a Name section of this website. Any company in Canada (sole proprietorship, partnership, provincial corporation or federal corporation) can enhance the level protection for their corporate name by applying for a Trade-mark. Consult the Canadian Intellectual Property Office website in order to obtain more details on how to obtain a trade-mark. 2. What is a NUANS® name search report?The NUANS® (Newly Updated Automated Name Search) name search report is a five-page computer printout of (Provincial and Federal) business names and trade marks registered in Canada that sound or look similar to a proposed name. It is required when a corporation incorporates or changes its name, for example, to ensure that the proposed name does not already exist or is not confusingly similar to another corporation's name, business name or trade mark. 3. Where can I obtain a NUANS® name search for my proposed corporate name?From a search house, which is an independent private sector business that can provide you with a NUANS® search report. See the Yellow Pages of your telephone directory under "Searchers of Records." A NUANS® can also be obtained online through Corporations Canada's Online Filing Centre. Corporations Canada does not itself provide NUANS® name search services. You can also access the NUANS® Real-Time System at the top of the Online Filing menu page. The search costs $20 and can be paid for once you are ready to commit to a name using American Express®, MasterCard® or Visa®. 4. How can I protect my corporate name?The granting of a corporate name by the Director under the Canada Business Corporations Act ("CBCA") generally confers a degree of protection for that corporate name. However, the granting of names under the CBCA does not in itself confer any rights to those names vis-à-vis corporate names or trade names which may have existed at the time of granting but which did not appear on the NUANS® search report or which the Director did not, at the time of granting, consider likely to cause confusion. Similarly, the granting of a corporate name may not protect you from earlier or subsequent trade-marks of other parties. The following gives a succinct overview of the relationship between trade name, corporate name and trade-mark rights and some general guidance as to how you can best protect your corporate name and the goodwill associated with it.
** Canada Communications Group
Publishing
*** & ****Trade-Marks Office Corporate Name TrainingWho is the training for?The training is designed primarily for search houses, lawyers and paralegals who work on incorporations for entrepreneurs. However, entrepreneurs who decide to handle the federal incorporation process themselves can also benefit from the training since it will be available online at all times. What is the Electronic Training on Federal Corporate Name Granting?The Electronic Training is a course designed to help an applicant propose a corporate name that will meet all the major criteria set out in the statutes and regulations for federal incorporations. Developed in HTML, the training offers nine easy-to-follow modules, and features in-depth explanations of the statutes and regulations, along with practical exercises to test your knowledge. You can access the training on Corporations Canada's website. This document is relatively comprehensive; there are more than 120 pages. However, each one is relatively brief. In addition, there is a table of contents and several links intended to quickly bring you to another relevant text if necessary. Why should I take this training?A corporate name is key to a business or a not-for-profit corporation because it identifies your products and services, distinguishing them from other corporate names, trademarks and trade-names. It is a valuable asset of corporate communication and advertising today. By taking the name training, you will increase the likelihood of receiving approval of the name you propose. Will taking the training ensure that my name will be accepted?Your proposed name will still have to be carefully reviewed by Corporations Canada staff before it can be approved. But this training will go a long way towards ensuring that you know what Corporations staff will be looking for. The training demystifies virtually all of the major rules and regulations that prevent applicants from having their names approved. Why do I have to read more than 120 pages to propose an acceptable corporate name?You don't. The training is not mandatory. However, it is highly recommended that you take the training to avoid disappointments or delays in getting your corporate name approved. The training was developed to be as user-friendly as possible. There is a table of contents and electronic links that quickly and easily direct you to the area you want to research. Each page is relatively brief. In addition, there are several links that bring you to other relevant texts if you need more information on a particular subject. Legal jargon has been intentionally left out, though there are links to the regulations if you need them. Why should I go to your electronic training if I've already taken your name training seminar?If you've already been to the name-training seminar, you can use the electronic training as a reference. If you are already an expert in corporate names, you could use it to teach name granting to new staff members or to those who want to know more about federal corporate name granting. What's the advantage of the electronic training over your name-training seminar?In recent years, we have given one- and two-day name training seminars across the country. However, due to resource and time constraints, we have only been able to offer the training to a limited number of participants in major urban centres such as Vancouver, Calgary, Toronto, Montreal and Halifax. By offering the training electronically, we are able to reach more people. Also, those who take the training online can do so at their own pace and at their convenience. This way, the training doesn't interfere with their day-to-day activities. I don't have Internet access. How can I get the training?Simply call our toll-free number, 1-866-333-5556 to make arrangements to receive the training in an alternative format. Fees1. How much does it cost to incorporate?The filing fee for articles of incorporation under the CBCA is:
In addition, unless the company is going to request a numbered name, a NUANS® name search report will have to be filed. The NUANS® report may be obtained from an independent search house (the cost is approximately $75 per search) or by direct search (the NUANS® Real-Time System) which costs $20, you will find the appropriate link within Corporations Canada's Online Filing Centre. Of course, if legal advice is obtained when completing articles of incorporation, there will be professional fees in addition to the filing fee. Finally, fees for online services are lower than for other means because they are based on Corporations Canada's costs. Online transactions represent cost savings for CC, these savings are then passed on to our clients. 2. How much does transaction X cost?Lists of fees: 3. Why are online transactions less expensive than regular transactions?Fees for online services are lower than for other means because they are based on Corporations Canada's costs. Online transactions represent cost savings for CC, these savings are then passed on to our clients. 4. Is it safe to pay fees online?Yes. There's no need to worry about online payments using your Visa®, MasterCard® or American Express®. The Strategis Secure Online Electronic Commerce System ensures that all transactions are processed with current security technology and processes. Compliance1. What could happen to a corporation if there are no directors (i.e., it is directorless)?Subsection 212(1) of the CBCA allows the Director appointed under the CBCA to dissolve a corporation that does not have any directors or where all the directors of a corporation have resigned or have been removed without replacement. 2. I have just resigned from the board of directors of a corporation, can I sign and file the required Form 6 (Notice of Change of Directors)?The Form 6 (Notice of Change of Directors) can be signed by any individual who has the relevant knowledge of the corporation and who is authorized to do so by the directors. Subsection 113(1) of the CBCA requires that a corporation shall, within fifteen days after a change is made among its directors, send to the Director a notice, in the form that the Director fixes, setting out the change. Since the resignation is prior to the signature and filing of the Notice of Change of Directors (Form 6), the resigning director cannot sign any documentation/notices in that capacity. However, if the director is also an officer for the same corporation he can sign the form in that capacity. 3. What is the deadline for filing your first Annual Return (Form 22)?Corporations must file an Annual Return along with the prescribed fee. Please be advised that amendments to the Canada Business Corporations Regulations, 2001 changing the time frames for filing Annual Returns are now in force. For further information, please refer to the Notice From the Director, "How Changes to the Filing Requirements for Annual Returns Affect Your Business". 4. Can a corporation have a P.O. Box (Postal Office Box) as the Registered Office address?No, the registered office must be a street address. The purpose of the Registered Office is to have a location for service of a notice or document required to be sent or served on a corporation (section 254 of the CBCA). Where it is impossible for a corporation to have a street address (certain remote communities in the Territories do not have street addresses) then a detailed description of the Registered Office location and a P.O. Box address may be acceptable. This is, however, to be determined on a case-by-case basis. 5. Can a corporation be a director on the Board of Directors?No, directors must be individuals. Subsection 105(1) of the CBCA, disqualifies from being a director:
6. Can a corporation incorporate another corporation?Yes, a corporation can be an incorporator. Subsection 5(2) of the CBCA allows one or more bodies corporate to incorporate a corporation (refer to the Incorporation Kit or the Guide to Federal Incorporation for more details on the forms and documentation required). 7. What are the penalties for filing forms late? (i.e. the Annual Return (From 22), Notice of Change of Directors (Form 6) and Notice of Change of Registered Office Address (Form 3))Subsection 212(1) of the CBCA allows the Director to dissolve a corporation if it is in default, for a period of one year, in sending to the Director any fee, notice or document required by this Act. Also, the Director or a complainant could apply to court to obtain a compliance order against the corporation in default (section 247). 8. Is the annual return the same as my tax return?No, they are separate documents and filed with different government agencies. Corporations must file an Annual Return along with the prescribed fee. Please be advised that amendments to the Canada Business Corporations Regulations, 2001 changing the time frames for filing Annual Returns are now in force. For further information, please refer to the Notice From the Director, "How Changes to the Filing Requirements for Annual Returns Affect Your Business". 9. Who can sign the forms 1,3,4,6 and 22 (which are the most frequently used forms)?For the forms 1 and 4, paragraph 262(2)(a) states that: "Where the Act requires that articles or a statement relating to a corporation be sent to the Director, the articles or the statement shall be signed by a director or an officer of the corporation or, in the case of an incorporation, by an incorporator". As for forms 3,6 and 22, section 262.1(2) states that: "The forms may be signed by any individual who has the relevant knowledge of the corporation and who is authorized to do so by the directors". Here are some examples of accepted signatures: Form 1:
Form 2:
Forms 3 and 6:
Form 4:
Form 22:
* assumes that documents are in prescribed form and that the corporate name (if applicable) and articles are accepted. Return to * |
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| Created: 2005-05-29 Updated: 2006-09-27 |
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