Difference between revisions of "Incorporating a Company"

You have options on how to structure a new business. You could use a sole proprietorship, form a partnership, or incorporate a company. For an explanation of the pros and cons of each approach, see our information on starting a small business (no. 265).  

Under BC’s Business Corporations Act, there are public companies and private companies.

A public company has its shares listed and traded on a stock exchange and must follow securities laws.  

A private company is typically a small company with very few shareholders (sometimes called a closed corporation). Its shares aren’t offered for sale to the public.  

You can use the BC Registry Services’ Corporate Online to incorporate a company. You can pay the fees by credit card.

Consider consulting a lawyer and accountant before incorporating a new BC company, as the standard articles (the set of rules that govern the company) and the authorized share structure provided through a basic online incorporation are simplistic and may not properly meet your needs.

You can incorporate a federal company under the Canada Business Corporations Act. A federally incorporated company has the right to carry on business anywhere in the country and will have its name protected across Canada. But a federal incorporation usually takes more time, and the corporation is often more expensive to operate than a BC company.

The name must end in “Limited”, “Ltd.”, “Inc.”, “Incorporated”, “Corp.” or “Corporation”, or the French equivalent to these words. Your new company name needs to be distinctive and have a descriptive element, or you can choose (or be assigned) a numbered BC company name. The Corporate Registry has more information on choosing a name.  

The easiest way to reserve the company name with the Corporate Registry is using Corporate Online. If the name you want is available, it will be reserved for 56 days.

The shareholders own the company and vote to appoint the directors. The directors control and govern the company and oversee how it is run. They may appoint officers, such as a president, secretary and senior management. Typically, the officers handle the daily operations of the company and are overseen by the directors.  

You can have a one-person company and be the sole shareholder, director and officer. In BC, unlike in other provinces, there is no requirement to have a BC resident director. There are other restrictions under the law on who can be a director of a BC company.

Part 5 of the Business Corporations Act deals with directors.

A company must have a registered and records office. The registered office is where legal documents can be delivered to the company. The records office is the address where all records for the company are kept. The registered and records offices must be in British Columbia and may be at the same address.

The number of shares a company is authorized to issue to its shareholders is called the authorized share structure. This number can be limited or unlimited. You have to decide the type and number.

There are two main kinds of shares: par value shares and shares without par value. Par value shares have a minimum price they can be sold for. Shares without par value don’t have a minimum price. You can also have different classes of shares with different attributes and rights, such as common shares and preferred shares, voting rights, the right to receive dividends, plus different series of shares within a class of shares. The specifics can be complicated, so consider getting advice from a lawyer or accountant.

The incorporation application is available from Corporate Online. The person who completes it is called the “completing party”. They must ensure the incorporation agreement and articles are properly prepared and signed by the incorporator.  

The articles are the rules and regulations for your company. You can use the sample set in the regulation under the Business Corporations Act, or have articles specially drafted to suit your needs. The incorporator must sign the articles. You don’t need to submit them to the Corporate Registry, but you should file a copy in the company’s records book.

You must e-file or electronically submit your incorporation application and attached notice of articles to the Corporate Registry, along with the prescribed fee, through Corporate Online. Your company will then be incorporated almost instantly.   

Registration and use of a trademark is the best protection for your company’s name and brand. See our information on trademarks (no. 231).

Check the Corporate Registry website.

Small Business BC has information on incorporating a company and free guides. Call 604-775-5525 in Vancouver or 1-800-667-2272 elsewhere in BC.