At Sodagar & Company, we can assist you with incorporating both federally and provincially to suit your business needs. Incorporating provincially means you will be a British Columbia or other provincial corporation. You will be limited to doing business within the province in which you incorporated in, and your company will be have to comply with the applicable provincial rules and regulations, for example in British Columbia, the governing legislation is the Business Corporations Act (“BCBCA”). Certain types of businesses have to be incorporated provincially (e.g. professionals like doctors, lawyers, dentists, relators etc.). To incorporate federally means that your company will be governed by the Canada Business Corporations Act (“CBCA”). You will be a Canadian corporation, you will be able to do business across Canada, although you may need to register or obtain a license to operate in certain provinces. If you are planning to sell your products or services outside of Canada then you may want to incorporate federally, this may be particularly important for online businesses whose target customers may be located internationally. Some of the key distinctions between federal and provincial corporations are:
- Corporate names protection and registration: Under the CBCA, a federal corporation has the right to carry on business under its corporate name in any province of Canada, although it may be required to register in a province in which it does business. Under the BCBCA however there is no such entitlement. A British Columbia corporation registering in another province cannot be registered under its name if that name is already being used there by another corporation. Both federally and provincially incorporated companies must fulfill the registration requirements of every province in which they carry on business.
- Residency requirements: The CBCA requires at least 25% of directors to be Canadian residents. If a corporation has fewer than four directors, at least one director must be a resident Canadian (except for certain business sectors and corporations subject to federal ownership restrictions). The BCBCA has no residency requirements for directors or for directors’ committees.
- Flexibility on changes to a company’s articles. Under the BCBCA, levels for various shareholder approvals, other than those prescribed by the legislation, can be set in a corporation’s articles. The CBCA however, does not provide such flexibility on shareholder approvals.
At Sodagar & Company, we believe your time is better spent on focusing on your business, that is why we have designed and information form that provides us with the necessary information to incorporate for you. Our instruction form covers incorporations in: British Columbia, Alberta, Ontario, and Canadian federal corporations. After submission of your form, a member of our firm will be in contact with you.