The first step is deciding where your business is going to operate. Are you going to be operating provincially, multi-provincially or federally? One question you should ask yourself when deciding this is how far you want your business to grow? Do you eventually want to have locations in more than one province? If so, you should incorporate Federally because your corporate name protection will only protect you provincially. So, when you decide to open another location in a different province you may not have access to your current corporation name. That being said, if you know where you want your business to expand to you can incorporate in more than one province by filing multiple incorporation documents. Creating a federal corporation is more expensive because both federal and extra-provincial filing fees apply.
All corporations need a unique name. You can either create a name or operate as a numbered company. A numbered company is just what it sounds like, a sequence of numbers created by the governing province the company operates in. For example, 568329 Alberta Ltd. Creating a numbered company is quick and inexpensive, and if needed it can be changed later. If you create a unique name, you will need to request a NUANS (newly upgraded automated name search) from an authorized NUANS search house to prove your name is unique and not being used by any other corporation.
Next you will need to submit incorporation documents. There are 3 sections that need to be submitted; Articles of Incorporation, Notice of Directors, and Notice of Address. The Articles of Incorporation documents will show the government how your business is organized, who owns it, and where it is located. Notice of Directors shows who is in charge of your business. The Notice of Address shows where your business is, and how you and your business can be reached.
Completing Articles of Incorporation
- Proposed corporate name (leave blank for a numbered company)
- Corporations province or territory
- Share structure and restrictions on share transfers (see next post)
- Corporations number of directors
- Any restrictions you might want to set for your business or business activities
- Any other provisions
Completing Notice of Directors
Information about directors is corporate information, therefore it is required that it be made public. Be sure all board members meet the following requirements
- Must be at least 18 years old
- Not have been declared incapable by a court
- Be an individual ( cannot be another corporation)
- Not be in bankrupt status
- At least 25% of the directors must be Canadian residents
Completing Notice of Address
Your registered office address is where you must keep your corporate records and where documents will be served in the corporation. Choose an address where you are sure you will receive the documents
For provincial registration submit the documents at your local Alberta Registry office. Registry offices sell do it yourself kits to help with the provincial registration process. For federal registration submit the documents online or by mail
After you have submitted all the documents, get any other municipal, provincial or federal permits and licenses you may need. The following link helps you find the permits and licences you may require for your specific business in Alberta.
Once your business is running it is good practice to keep a minutes book. This will track board meetings and resolutions, changes to shareholder agreement and more.
Be sure to keep the government informed on any changes to your business such as a change of address, or change of directors.
I hope this post will help you in setting up your Corporation!
Contact me for your accounting and bookkeeping needs!