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![]() Frequently Asked QuestionsPrevious Page | Table of Contents | Next Page
Who can form a corporation?One or more individuals 18 years of age or older who are of sound mind and not in a state of bankruptcy may form a corporation under the Canada Business Corporations Act (CBCA). Similarly, one or more corporations or bodies corporate may incorporate a business under the CBCA. These individuals and corporations ("persons" in the language of
the law) are called incorporators. An incorporator (individual or corporation)
may form a corporation whose shareholders, officers and directors are other
persons. Alternatively, an incorporator may serve as the sole director, officer
and shareholder of the corporation. An incorporator is also responsible for
start-up activities such as filing the corporation's Articles of Incorporation
and naming the corporation's first directors. You can incorporate a business under the laws of only one jurisdiction. You must decide whether to incorporate under federal legislation, the CBCA, or under one of the laws of a province or territory. What you need to do to incorporate depends on where you incorporate; you should contact the jurisdiction under which you want to incorporate for precise details. This guide contains information about the CBCA. What is the CBCA?The CBCA is the Canada Business Corporations Act, the federal law that regulates the incorporation of businesses. What kinds of businesses can incorporate under the CBCA?The CBCA does not place restrictions (such as minimum size) on businesses that may incorporate. Almost any type of business can incorporate under the CBCA. However, banking, insurance, and loan and trust companies, as well as not-for-profit corporations, are incorporated under different laws. Many small businesses plan to operate in more than one province or territory, either now or in the future. These businesses often 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 and your needs. The most common forms of business organizations are sole proprietorships, partnerships and corporations. Each of these forms of business has advantages and disadvantages. The most appropriate form for your business will depend on your particular circumstances. This guide focuses on incorporation for small businesses under the CBCA. You can learn about some of the benefits of incorporating in Section 1.1 of this guide, Benefits of Incorporating. 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 should I do?You will have to file Articles of Incorporation with Corporations Canada and pay the required fee. Please consult Chapter 2 of this guide for more information on how to file Articles of Incorporation. You can file your Articles of Incorporation online. It's easy, faster and less expensive ($200 instead of $250). It is also possible to file your Articles of Incorporation by mail, by fax or in person. You will find contact information in the Contacts section. If you file your forms properly and pay the appropriate fee, the Director under
the CBCAwill grant you a certificate of incorporation. How long does it take to get incorporated?Corporations Canada operates during normal business hours five days a week. When you file online through the Corporations Canada Online Filing Centre, we can offer very fast (same-day or next-day) service. However, if you mail the forms to our office, we can usually issue your incorporation papers within five business days. Faster service is also available when you deliver your documents by hand. How much does it cost to incorporate under the CBCA?You pay less to incorporate if you file your Articles of Incorporation online than through any other means. Fees are now $200 online and $250 for all other means. You will also have to pay for a NUANS® Report, unless your corporation is going to request a numbered name (see Section 2.3.1 of this guide, The Corporation Name). A NUANS® report can be ordered online or from an independent search house. Of course, if you obtain advice from a lawyer when you are completing your Articles of Incorporation, you will also have to pay legal fees. Do I have to get a corporate seal?A corporation under the CBCA is not required to have a seal. If you want 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, provincially or territorially, you will likely be required to register your business in any province or territory where you do business. Each province and territory has its own requirements for registering corporations from outside its borders. Industry Canada is working with provincial and territorial officials to decrease this burden. For example, Corporations Canada has joint registration agreements with some provinces allowing corporations that incorporate online to apply for provincial registration online. You should contact the local corporate law administration office in each province or territory where you plan to do business to determine what your corporation needs to do. Where can I get more information about incorporating?The Contacts section of this guide contains mailing addresses, phone numbers and other contact information for our offices. It also lists 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:
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 menu. 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 you file documents in electronic format, we do not require an original signature. However, you must maintain original signed copies of all documents 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 elements used to distinguish the goods or services of one person or organization from those of others in the marketplace. Trade-marks come to represent not only actual goods and services, but the reputation of the producer. As such, they are 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:
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Created: 2005-05-29 Updated: 2007-06-07 ![]() |
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