Federal Business Incorporation - Canada Business Corporations Act (CBCA)

Act: Canada Business Corporations Act, R.S.C. 1985, c. C-44
Regulation: Canada Business Corporations Regulations, SOR/79-316, as amended

To Whom Does This Apply?

All persons wishing to incorporate their business at the federal level and all corporations already subject to the Canada Business Corporations Act (CBCA).

Summary

Heightened name protection. Right to carry on business anywhere in Canada. Increased recognition abroad. High level of service from Corporations Canada staff. These are reasons frequently cited by corporations and their professional representatives for choosing federal incorporation under the Canada Business Corporations Act (CBCA). The CBCA and its regulations provide the legal framework for creating and governing federal corporations, excluding financial intermediaries. The Act and Regulations specify the conditions that must be met in order to form, operate and dissolve a legal federal corporation.

Anyone wishing to form a corporation under federal law must make an initial filing. The following documents and fees are required:

• Form 1 - Articles of Incorporation;
• Form 2 - Information Regarding the Registered Office and the Board of Directors;
• NUANS report which can be done for a $20 fee, through the Corporations Canada online filing or directly at NUANS federal name search report (original) not more than 90 days old. A NUANS search is not required when making an application for a numbered corporation.;
• Fee of $250 payable to the Receiver General for Canada when filing by mail, fax or in person, or a fee of $200 when filing online through the Corporations Canada Online Filing Centre.

After a corporation has been incorporated federally, it may be necessary to register with the province(s) where the corporation will be conducting its operations (extra-provincial registration). The appropriate provincial authority should be consulted to determine what documentation may be needed for a federal corporation to conduct business within provincial boundaries. In the provinces of Ontario, Nova Scotia, Newfoundland and Labrador and Saskatchewan this process can be done at the same time as federal incorporation is completed online.

Save Money and Time by Filing Online

You can also complete and file documents online (via Internet) and pay electronically in a secure environment through the Online Filing Centre .

Online filing offers many benefits:

• convenience - file from anywhere at any time - the Online Filing Centre is open 24/7;
• reduced delivery costs - traditional delivery expenses and delays are eliminated with online submissions;
• acknowledgement of filing - no more guessing as to whether your submission has been received;
• prompt processing of articles - electronic submissions direct to a database enable Corporations Canada to offer rapid processing, with the same day or next day turnaround, depending on the time of filing and complexity of the application;
• reduced fees for incorporation and the filing of annual returns - the incorporation fee has been reduced to $200, while the fee for filing annual returns has been reduced to $20.

You can pay using a credit card. All transactions are secure.

Online filing is optional. It provides you, as well as the Director General of Corporations Canada, with more options for sending or issuing documents under the CBCA.

For more information

You can find out more about federal incorporation in the following publications which are available at Canada Business service centres. These same publications and information kits can also be obtained from Corporations Canada either from their Web site or by calling the toll-free number.

• Incorporation Kit - for initial incorporation;
• Amendment Kit - for changing the corporation's name, a change of province of the registered office, to change the maximum and minimum number of directors and to change the shares structure to name a few;
• Continuance (Export) Kit - to change from federal jurisdiction to another jurisdiction in Canada or another country;
• Continuance (Import) Kit - to change from another jurisdiction in Canada or another country to federal jurisdiction;
• Amalgamation Kit - for amalgamation of one or more CBCA corporations;
• Dissolution Kit - for corporations that are not insolvent, nor bankrupt, that wish to dissolve;
• Revival Kit - to revive a federal corporation that has been dissolved;
• Restated Articles of Incorporation - restatement of articles of incorporation to include all amendments;
• Keeping your Corporations in Good Standing - guide to some statutory obligations;
• Name Granting Guidelines - synopsis of name policy with examples;
• Name Granting Compendium - full policy on name decisions with examples;

The following documentation is available only through the Internet at http://corporationscanada.ic.gc.ca/

• Services and Contacts;
• Guide to Federal Incorporation;
• Choosing a Name ... for your federal corporation.

DISCLAIMER
Information contained in this section is of a general nature only and is not intended to constitute advice for any specific fact situation. For particular questions, the users are invited to contact their lawyer. For additional information, see contact(s) listed below.

Quebec Contact(s):
Info entrepreneurs
380 St-Antoine Street West, local 6000
Montréal, Quebec  H2Y 3X7
Telephone: 514-496-4636
Fax: 514-496-5934 Toll Free / Sans frais 1-888-417-0442
Toll-free (information): 1-800-322-4636
TTY Toll-free (hearing impaired): 1-800-457-8466
E-mail: infoentrepreneurs@cbsc.ic.gc.ca
Web site: http://www.infoentrepreneurs.org
Hours of operation:
Regulars Hours: 9:00 a.m. to 5:00 p.m., Monday to Friday.
Summer Hours: (from June 25 to Labour Day) 8:30 a.m. to 4:30 p.m., Monday to Friday.
Documentation Centre (Library) Hours for On-Site Research: 9:00 a.m. to 3:00 p.m., Monday to Friday

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National Contact(s):
Claire Blake
Field Officer
Corporations Canada
Industry Canada
7th Floor
5 Place Ville Marie
Montréal, Quebec  H3B 2G2
Telephone: 514-496-1797
Fax: 514-283-2247
Web site: http://corporationscanada.ic.gc.ca/

Client Services Section - Headquarters
Corporations Canada
Industry Canada
9th Floor
Jean Edmonds Tower South
365 Laurier Avenue West
Ottawa, Ontario  K1A 0C8
Telephone: 613-941-9042
Fax: 613-941-0601
Toll-free (information): 1-866-333-5556
E-mail: corporationscanada@ic.gc.ca
Web site: http://corporationscanada.ic.gc.ca/epic/internet/incd-dgc.nsf/en/home?OpenDocument

Doris Harms
Field Officer
Corporations Canada
Industry Canada
Room 2000
300 West Georgia Street
Vancouver, British Columbia  V6B 6E1
Telephone: 604-666-9875 (Corporations)
Fax: 604-666-4274 (Corporations)
E-mail: harms.doris@ic.gc.ca
Web site: http://corporationscanada.ic.gc.ca/

Janice Huber
(Acting) Field Officer
Corporations Canada
Industry Canada
4th Floor
151 Yonge Street
Toronto, Ontario  M5C 2W7
Telephone: 416-954-2714
Fax: 416-973-8714
Web site: http://corporationscanada.ic.gc.ca/