Standard Canadian Federal Incorporations

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Our standard Canada federal incorporation package is designed primarily for those who want the favorable image of having a Canadian corporation and those who wish to protect their business name across the country without having to apply for a Canadian trademark.

Note: If you are considering a federal corporation solely to secure the right to use the corporate name across Canada, a Canadian registered trademark provides much stronger protection at only slightly higher cost.

Canadian federal corporations need at least one Canadian-resident director (meaning a Canadian citizen or permanent resident who usually actually lives in Canada). This should generally be someone involved in the business, because of the potential liability that corporate directors face.

You will also need an "extra-provincial registration" in whichever province you have an office, whether the head office or a branch office. This step, which should be right after incorporation, is almost always required for federal corporations, and is charged extra to the base federal incorporation cost itself. The extra cost ranges from a low of $50 (for Ontario) to a further $450 (more or less), in provinces such as BC or Saskatchewan (because of higher filing fees).

If you reside outside of Canada, we suggest registering a British Columbia corporation. British Columbia is a good choice for a Canadian corporation because the BC Business Corporations Act allows for non-resident directors and is generally more flexible than corporate legislation in other jurisdictions in Canada.

5 Steps to Incorporating with INC Business Lawyers:

Proposed corporate name

Choose three alternate names for the corporation with first, second and third choices. Except for number name corporations (such as 453236 Canada Ltd.), a valid NUANS name search report must be obtained before an application for a federal named corporation is filed. Take some time to think here, and be sure to do your own searching for availability first, through Google and even phone directory searches. Unique, uncommon names are more likely to be approved; in the Canadian federal jurisdiction, this is critical, because the federal name examiners must look at names from all across Canada, not just one province. Common or popular words are often rejected.

In Canada, a three-element name is usually the safest choice: distinctive element / descriptive element / legal ending; such as Smith Enterprises Inc.  There are three choices of legal ending: Limited (Ltd.), Corporation (Corp.) or Incorporated (Inc.). The designations all have the same meaning: that the entity is a corporation with limited liability for its shareholders.

Note: You may choose a numbered name for your corporation for faster filing results. The government automatically assigns the next corporation number on filing that kind of application. Then later you can change to a named corporation, though at some extra cost.

People

For each person who will be a director, officer or shareholder in the corporation, supply the full name (first, middle, last -- just as printed in a person's birth certificate or valid driver’s license or passport) and full street address (not post office box). Directors and officers must be legal adults, and at least 25% of the directors must be "Canadian-resident," meaning a Canadian citizen or permanent resident who in fact usually lives in Canada (there are exceptions for those on active military or government service). One-person corporations are allowed in Canada, and are very common.

Share structure

Decide upon a suitable share structure. Choices range from a simple one-class structure to structures with two or more classes of shares, and a variety of share special rights. We can help you select the best structure to maximize your benefit from incorporation.

Registered office location

Provide the street address in Canada for the corporation's registered office. Post office box numbers are not allowed. We can act as registered office for the corporation, for a fee of $250 a year, plus applicable taxes and government filing fees. Please tell us you need this service, when you order your Canadian federal corporation. If you need registered office services located outside British Columbia, let us know, and we can usually refer you to a suitable provider.

Extra-provincial registration

Decide upon the province(s) where intend to do business so that we can register your new federal corporation extra-provincially. This usually includes the province where the registered office is located, plus any other province where you will have any one of a physical office presence, a local agent, or even a telephone number. (Remember, the cost of this step is charged extra to the base incorporation cost.)

Register for individuals with significant control

Starting in June 2019, with a few exceptions, every existing and every newly created Canadian federal corporation will need to maintain a new register (list) of individuals having "significant control" (an ISC) -- which is generally defined as owning 25 percent or more of the corporation or otherwise exerting direct or indirect influence over the corporation. A corporation must update this information each year, and, in the register, record the steps the corporation took to obtain the required information. The law puts a positive obligation on each ISC to provide the required information, which includes name, address, birthdate, and details of their significant control. There are significant (disproportionate) penalties for federal corporations, and their directors, who do not maintain the ISC register. The information is meant to be shared with regulators and law enforcement agencies; it is not automatically available to the general public. Initial guidance from Corporations Canada on the ISC register reuirement can be found at that link.

Because of this requirement, anyone who already has a federal corporation, or is thinking about creating a new Canadian federal corporation, should think twice about whether a Canadian federal corporation is now an appropriate vehicle for the proposed business. For now, provincial corporations do not have a similar requirement, though it will probably come before long. If you have a federal corporation and wish to change the corporation into a provincial corporation, ask us about the procedure for "continuation".

Ready to start?

Download our Incorporation Information Form now.

How long will it take to incorporate in the Canadian Federal jurisdiction?

Incorporating will take one to two business days (if your name has already been pre-approved) and approximately one to two weeks if the name pre-approval hasn't already been obtained. (If your preferred name runs into trouble at the pre-approval stage, it can take another week or two to get through that stage.) The name pre-approval process usually takes about five business days. Name pre-approval is competely optional, but we recommend the procedure in order to reduce the risk of delay created when the proposed name is rejected in cases where the incorporation is filed without a name pre-approval.

Our Canadian Federal Incorporation Package includes:

• A Canadian federal corporation.
• Complete Corporate Records book with corporate tabs, certificate of incorporation, articles of incorporation, corporate by-laws, registers of shareholders and directors, share certificates, director and shareholder post-incorporation resolutions, director's consents and share subscriptions.
• Legal advice with respect to forming your federal corporation.
• Choice of corporate structures designed to suit the needs of the corporation.
• A NUANS search to ensure that you do not infringe on someone else's name from elsewhere in Canada. Infringement can result in a lawsuit against your corporation for damages or cause you to lose the right to use the name you chose for your corporation. For federal corporations, we recommend that the free federal name pre-approval be obtained (which we handle for you).

All this for Only $795.00 CAD (taxes included!).

Extras not included in the above price (but please ask):

• registered office services
• shipping corporate records book outside Canada
• ordering and shipping a corporate seal (usually not needed, but useful for some)
• extraprovincial registration, in one or more provinces in Canada
• help with filings under the Investment Canada Act (for non-Canadians)

Please do not hesitate to contact us if you have any questions, or continue to our Incorporation Instructions Form now.