Business Incorporation

In Canada, you can incorporate federally under the Canada Business Corporations Act  or provincially under the British Columbia Business Corporations Act. The choice of jurisdiction will depend on many factors, including what province(s) the company will operate in.  

In most instances, it is quicker and more cost-effective to incorporate in British Columbia unless you plan on doing business across multiple provinces. Strive Law can help you determine what incorporation jurisdiction is right for you and your business.

Shareholders are the owners of the corporation and are the individuals or entities that hold shares of the corporation’s authorized class fo shares. Shareholders have the right to elect the corporation’s board of directors, receive dividends on their shares, and participate in the corporation’s decision-making process.

Directors are the individuals the shareholders elect to oversee the corporation’s management. They are responsible for setting the corporation’s overall strategy, making important business decisions, and ensuring that the corporation is being run in the best interests of the shareholders.

Officers are the individuals who are appointed by the board of directors to manage the day-to-day operations of the corporation. This can include the chief executive officer (CEO), chief financial officer (CFO), and other executives with specific corporate responsibilities.

Quite frequently, in smaller companies, one or more individuals are shareholders, directors and officers, while in larger companies the roles are quite separate.  

Shareholders, directors, and officers have specific rights and obligations. Strive Law can provide more detailed information about these roles and assist with setting up a corporation and complying with legal requirements.

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Incorporation is the process of forming a corporation, a legal entity separate from its owners. Incorporating a business can provide several benefits, including:

• Limited liability protection: As a legal entity, a corporation has debts and liabilities, which are generally not the responsibility of its owners ( ie shareholders). This means that the shareholders’ assets are usually not at risk in the event of legal action against the corporation.
• Raising capital: As a corporation, it is easier to raise capital by issuing shares. This can be a valuable way to fund business growth and expansion.
• Transferability of ownership: Shares of stock in a corporation can be bought and sold, which makes it easier to transfer ownership of the business.
• Perpetual existence: A corporation has perpetual existence, which means it continues to exist even if one of its shareholders passes away or leaves the business.
  

However, incorporation also has some drawbacks. For example:

• Formation and maintenance costs: Incorporating a business can be complex and costly, and there are ongoing fees and requirements for maintaining a corporation.
• Increased regulation: As a legal entity, a corporation is subject to more rules than a sole proprietorship or partnership. This can include requirements for financial reporting, corporate governance, and other compliance obligations.
  

Overall, the decision to incorporate a business should be based on the specific circumstances and goals of the business owner. An incorporation lawyer can provide expert advice on the benefits and drawbacks of incorporation and assist with forming a corporation.

As mentioned above, a  named corporation is a corporation that has a unique name that is registered with the Registrar of Companies in British Columbia. A numbered corporation is a corporation that is assigned a unique number by the Registrar and does not have a formal registered name. 

Named corporations are typically used by businesses that want to operate under a specific name and build brand equity over time.  . This can help the company establish a distinct identity and make it easier for customers to identify and do business with the corporation. 

Numbered corporations are often used by businesses that do not want to operate under a specific name or do not need a registered name for their operations. For example, a numbered corporation may be used for a holding company or a subsidiary of another corporation. Numbered corporations may be less recognizable to customers and may not have the same branding opportunities.

Overall, the decision between a named corporation and a numbered corporation will depend on the specific circumstances and goals of the business. Strive Lawcan provide expert advice on the differences between these business structures and assist with incorporating a business in British Columbia.

You have two options for a name. You can either use a number assigned to your company by the Registrar of Companies - ie 12345678 B.C. Ltd., or you can choose your own name provided that it is available for use. You can also change your name once your company is incorporated. The process for choosing a name can be confusing and time consuming if the name you wish to use is not available. . Strive Law can take care of all of that for you.

There are no specific residency requirements for shareholders or directors to incorporate in British Columbia. However, you will need to have a registered office in the province or territory where you are incorporating your business, and your minute book will be held at that office and available for public inspection.

Under Canadian law, a corporation is a legal entity separate from the individual(s) who own and operate the business. A corporation is created by incorporating under federal or provincial law, and it has many of the same rights and obligations as an individual, including the ability to enter into contracts, own property, and incur debts and liabilities.

One of the key advantages of incorporating is that it provides limited liability protection to the owners of the corporation, known as shareholders. This means that the shareholders are not personally responsible for the debts and liabilities of the corporation, and their assets are generally not at risk in the event of legal action against the corporation.