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How to Incorporate in BC

If done correctly, incorporating your company can protect your personal assets from lawsuits or creditors and can minimize your tax bill. Click here to read more about the benefits of incorporation. Below is a short guide explaining how to incorporate in BC.  We charge $795 for an incorporation, which includes legal advice as well as all taxes and filing fees (which are substantial in BC).

Ready to start? Download our Incorporation Information Form now.
 

1.  Name reservation

First, you must submit a name request with the B.C. Registry. The Registry allows you to submit up to four names, and will choose the first acceptable name that doesn't conflict with an existing company. If one of the names you submit is accepted, the registry will reserve it for you for 56 days. There is a $31.50 fee for a name search, with wait times of approximately one week (note: as of June 2018, processing times are more like 2 to 3 weeks; they're having to train new staff; no word yet on when normal processing times will resume). You can pay an additional $100 for priority service, which will usually return results within 24 hours.

You can also bypass the name reservation process by incorporating a numbered company. In this case, your company will be assigned a name made up of its incorporation number, followed by "B.C. LTD."

2.  Registered and Records office

Your company needs a registered and records office that is accessible to the public. The registered office, which must be located in the province, is your business's official legal address from the perspective of the BC government. Until you give a different address, all government correspondence for your company will be delivered to this address. The records office is where the corporate record book must be kept and made available for inspection. If you don't have a registered office address for your company, you may be interested in our registered and records office services. The registered and records offices are often separate from the regular "head office" or "business" address for your company.

3.  File your incorporation with the B.C. registry

For your company to be incorporated, you must prepare and sign an incorporation agreement, a notice of articles, and the articles of the company. If you fail to do so and you file online, by law, the company will be incorporated despite these errors; however, these errors may mean that your share structure is wrongly stated, that intended share rights don't exist, and that shares have not been properly issued. Consequently, if you incorporate improperly, years later the Canada Revenue Agency could claim wrongly paid dividends or corporate income taxes and claim further income tax (personal and corporate) plus penalties and interest.

After you have prepared and signed the Incorporation Agreement, Notice of Articles, and Articles, then you may incorporate the company online in minutes on the B.C. Corporate Registry website. The registry charges a $351.50 filing fee. Once your company is incorporated, the registry will send you the documents to be kept in the corporate records book.

4.  Corporate Records Book

After you incorporate, the next step is to prepare a corporate records book containing the official documents for the company. This book must be kept at the company's records office. and must be made available for inspection by appointment.  Although the corporate records book can be electronic, it is better to prepare a paper copy so that you can take it to the bank and open a corporate bank account. To avoid difficulties at the bank, it is best to have a well-prepared book complete with corporate tabs, share certificates, registers, resulutions, and copies of all filings with the corporate registry. Maintenance of the register of directors and the central securities register is mandatory.

5.  Organize your company

Once your company is incorporated, there are several tasks you'll have to complete, such as choosing a financial year end and a bank. You'll need to bring your corporate records book to the bank to open a corporate account. Make sure that the amounts paid for company shares are paid to the company account by the person who subscribed for the shares.  You've now officially set up your corporation!

 

Every year after you incorporate, your company will need to file an annual report with the B.C. Registry in order to remain incorporated. The Registry charges a fee of $44.89 for each filing. You'll also need to hold shareholders' and directors' meetings, or pass resolutions in lieu of such meetings (common for small companies held by one or two people). If you take advantage of our registered and records office services, INC Business Lawyers will assist with your annual maintenance for no extra charge.

 

If this seems like a lot to take in, don't worry! INC Business Lawyers can help. We are business start-up lawyers who specialize in incorporations. We take care of the bureaucratic requirements of incorporation and maintenence so that you can focus on building a successful company. Check out a few of the options for incorporating a BC company with us:

Standard BC/Canadian Federal Incorporation - just $795

Virtual Office Incorporation Package - $1396 for BC, $1595 for Federal

Registered and Records Office Services - $200/year (plus applicable fees and taxes)

 

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