Guidelines for Federal Incorporations
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Guidelines for Federal Incorporations
- Named or numbered company
- Designate Head Office
- Selection of Classes of Shares
- Select Company Structure
- Business Activites
- Directors & Officers
- Select Jurisdiction
Decide if you wish to incorporate a named or numbered company
- If you wish to incorporate a named company, then a NUANS® name search will have to be performed in order to approve the name you have chosen.
- You may choose to have an English name, a French name, separate French and English names or a combined name of both French and English.
- The legal ending for the company name must be ‘Limited’, ‘Corporation’, ‘Incorporated’, ‘Ltd’, ‘Inc’, ‘Corp’, ‘Société par actions de régime fédéral’, ‘Limitée’, ‘Ltée’, ‘Incorporée’ or SARF.
- When selecting your company name, please bear in mind that the more distinctive the name, the more likely it is to be accepted.
- If your chosen name contains common or popular words, or is the same or confusingly similar to another federally incorporated company, then it may be rejected.
- If you are contemplating conducting business in Quebec, then a separate search of the Quebec Corporations database will clarify the availability of that name in Quebec.
- If you choose to incorporate a numbered company, then the number will be automatically selected for you by the government.
- The process of incorporation for numbered companies is quicker than that for named companies.
- It is possible for you to incorporate a numbered corporation very quickly and then later apply for a NUANS® report and change the status of your company from a numbered to named corporation.
Designate a Registered Office in Canada
- The company must designate a residential or commercial address as the Registered Office.
- This address cannot be a PO Box number.
- If your mailing address is different to your Registered Office address, then please complete the mailing address section of the company information page.
Selection of classes of shares and maximum number of shares that can be issued
- Shareholders control the company since they own shares in the company.
- You can issue as many or as few shares and classes of shares as you wish. You may name these classes, for example ‘common’ and ‘preferred’ shares or you may alphabetize them, for example ‘Class A’ and ‘Class B’.
- Most companies issue an unlimited number of common shares at the point of incorporation.
- Most new companies do not introduce a more complex share structure at the point of incorporation but you should seek competent professional advice on any matters of which you are unsure.
Do you want your company to qualify for private company status?
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If you wish to operate as a private company, then you will have to upload at least 2 schedules that:
- Limits share transfers
- Restricts the number of shareholders to 50 and prohibits the sale of shares to the public
- You can upload your own schedules or use our generic schedules.
- The advantage of obtaining private company status is that you will not have to comply with the CBCA regulations relating to registration and prospectus filing and provincial and territorial laws on securities.
- The vast majority of new incorporations start out as private companies.
- This status can always be altered at a later date by filing the relevant articles of amendment.
Decide if you want to restrict your business activities
- If you want to restrict your business activities, please state what they are.
- Most companies do not restrict their activities and hence state ‘none’.
Choose your company Directors
- There must be at least 1 director selected and he/she must be over 18 years of age.
- It is advisable that you give a range for the number of Directors rather than specify a fixed number.
- Directors must be individuals, as opposed to a company.
- You must have the details of each Director’s residential address and their Canadian residency status.
- Please note that ordinarily 25% of the directors must be Canadian residents.
- If there are less than 4 directors, then ordinarily at least 1 must be Canadian resident.
Register your company in the province of head office
- You must register your business in the province of your head office and any province where you will have an office.
- IncorpDirect will be able to assist you with your initial registration in Ontario, Quebec and British Columbia. If you live elsewhere you will need to do this after your Federal incorporation has been completed and should choose Federal incorporation (no jurisdiction)
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