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FAQs

I. JURISDICTION – (side screen when selecting province of incorporation)

Q:  Is there an advantage to incorporating a Federal company?

A:  Although the jurisdiction of a Federal company is Canada-wide, Federal companies must comply with provincial legislation wherever they are operating. They are required to register in the province(s) of operation.  Additional fees are therefore applicable for the registration of a Federal company in the province(s) where the company will be operating, these fees can range anywhere from $0.00 (Ontario) to $350.00 (British Columbia).

Q:  Do I get better name protection if I incorporate a Federal company?

A: Many provinces, such as Alberta, will not permit a company of provincial jurisdiction to have the same or a similar name as an existing Federal company.  This is, however, not the case with all provinces. Please contact our office for more information about protecting your company name.

Q:  What are the annual requirements for a Federal company?

A:  A Federal company must file an annual return with Corporations Canada every year on the
Anniversary of incorporation of the company. An annual general meeting must also be held or, in lieu of the annual general meeting, shareholder and director resolutions may be prepared to be signed by all parties. 
Additionally, an annual report must be filed with the Corporate Registrar(s) in any province(s) where the company is registered.

Q:  Can my provincially incorporated company operate in a different province?

A:  Yes, operating in another jurisdiction is permitted if your company is registered in that jurisdiction.  Every province has different requirements for the registration of an extra-provincial company. 
There is an inter-provincial trade agreement between British Columbia, Alberta and Saskatchewan (the New West Partnership Trade Agreement – NWPTA) that allows companies to register and operate in all three provinces with very few requirements.  Please contact our office for more information about the NWPTA or if you would like to register your company in another province.

 

1. NAMING YOUR COMPANY

Q: What is the distinctive element in a company name?

A: The distinctive element of a company name is the element of a name that sets you apart from other similar businesses (e.g. Starbucks Coffee Shop). “Coffee Shop” does not distinguish itself in any way from other businesses in that industry, whereas “Starbucks” does and is considered the distinctive element. Made-up words are acceptable as distinctive elements, provided they do not conflict with others already registered.

Q: What is the descriptive element in a company name?

A: The descriptive element of a company name is the part of the name that indicates the nature of the business of the company (e.g. Starbuck Coffee Shop). The descriptive element can be specific such as “Coffee Shop”, or it can be more general, such as “Enterprises”, “Ventures” or “Holdings”.

Q: What is the corporate designation in a company name?

A: A company must have a corporate designation as the last word in the name of the company, such as “Limited”, “Limitee”, “Incorporee”, “Incorporated” or “Corporation”. Abbreviations of these words are also acceptable, such as “Ltd.”, “Ltee”, “Inc.” or “Corp”.

Q: What is a numbered name?

A: A numbered name is the incorporation number (seven digits) generated by the Corporate Registrar followed by the province of incorporation and a corporate designation, usually “LTD.” (E.g. 0999666 B.C. LTD.). You cannot choose your incorporation number. It will be assigned by the Corporate Registrar when the incorporation application is filed.

Q: What is the difference between a distinctive name and a numbered name?

A: There is no legal difference between a distinctive name and a numbered name.

Q: How long does it take to reserve a company’s name?

A: A name reservation can take 1-5 business days depending on the Province.

Q: Can I expedite a corporate name request?

A: Yes, it is possible to expedite a name reservation in British Columbia and Saskatchewan for additional fee(s). Please contact us by phone to process an expedited name request.  Most other provinces require a NUANS report based to the province of incorporation, these can be obtained within a single business day.

Q: Can I have more than one word for the distinctive element?

A: Yes

Q: Can I have more than one word for the descriptive element?

A: Yes
Q: Are there any words that cannot be used in a company’s name?

A: Yes there are words and symbols that generally will not be approved in a company name. All punctuation marks displayed on a standard 101/102 keyboard are acceptable; however, a punctuation mark cannot be the first character of a name. Other symbols and characters not found on a standard keyboard will not be approved.
Well-known names and trademarks will not be approved (e.g. Starbucks Tea Room Inc.). A name that closely resembles or is identical to another company name in the same jurisdiction will not be approved.
Any word that implies a connection with the federal or provincial government will not be approved without written consent from the government (e.g. “government”, “ministry”, “bureau”). Any words that suggest a connection to the Royal family will be denied (e.g. Prince William Shoe Shop Inc.).
The use of the name of a province at the beginning of a company name as the distinctive element will not be approved without the written consent from the government (e.g. British Columbia Incorporations Inc.). The use of the name of a province at the end of the name before the corporate designation will normally be accepted (e.g. Snap Incorporation BC Ltd.).
The Corporate Registrar will not approve any names that contain words that could be considered vulgar, obscene, racial or as sexual slurs.
Finally, there are restrictions on the use of certain words surrounding professionals including but not limited to the use of the words “engineering”, “dental corporation” and “law corporation”. Approval of names using these terms is often dependent upon receiving written consent from the governing bodies for such professionals.
Snap Incorporations will do a pre-search before submitting your name request or performing the required NUANS search.  We will contact you if we think that your name choice might not be acceptable or conflicts with another company name.

Q: Can I use the same name as another company?

A: No, a company name cannot be the same or similar to another registered company name in the jurisdiction of incorporation of the company.

Q: Is my name protected against other businesses using it?

A: Once your name is registered or reserved with the Corporate Registrar, other companies will be prevented from registering the same name or a similar name in that jurisdiction. While this does ensure that other companies cannot register the name in the same jurisdiction, it does not necessarily protect against other companies or businesses using the name. Please contact our office for more information about name protection.

Q: If I decide on a numbered name, can I choose a distinctive name later on?

A: Yes, a company can change its name at any given time, so long as the name change is approved by the appropriate resolution and the corresponding notice is filed with the Corporate Registrar.
Q: Can I change my company’s name at a later date?

A: Yes, a company can change its name, so long as the name change is approved by the appropriate resolution and the corresponding notice is filed with the Corporate Registrar.
Please give our office a call if you are interested in changing your company name. 

Q: How can I tell if my proposed company name is available?

A: There is no sure way to determine if a company name is available short of submitting a name reservation request with the Corporate Registrar or requesting a NUANS report. A search engine search and search of the Canadian trademark registry may be useful to determine if other businesses are currently using the name in other jurisdictions. 

 

2.OWNERS

Q: What is a shareholder?

A: Shareholders are the owners of the company. The respective interests of the owners of a company are represented by the number of “shares” they own in the company. Share certificates are evidence of an owner’s shares in the company.

Q: Do owners need to be residents of Canada?

A: No; however, there are certain laws that companies controlled by non-Canadian residents must comply with. Please give our office a call for more information.

Q: How many owners does a company need to have?

A: A company may have as many owners as it desires; however there are additional reporting requirements for companies with more than 50 shareholders. Please contact our office for more information.

Q: Can a corporation be an owner?

A: Yes, a corporation may be an owner in another corporation.

Q: Will my company’s owners get share certificates?

A: Yes, we will prepare share certificates for the owners of your company and they will kept in the minute book of the company.

Q: Do owners need to pay for their shares?

 

A: Yes, shares cannot be issued unless there is some form of consideration. In most circumstances, upon incorporation shares are issued at a price of $0.01 per share. Shares must not be issued until the company has received payment in full. Contributions for shares should be deposited to the company’s bank account as evidence of payment.

Q: What is the share structure of my company?
A: All Snap Incorporations companies are incorporated with a comprehensive share structure consisting of six classes of shares often recommended by lawyers and accountants.
A summary of the standard Snap Incorporations’ share structure is as follows:

  • An unlimited number of Class A Voting Common Shares
  • An unlimited number of Class B Non-Voting Common Shares
  • An unlimited number of Class C Non-Voting Common Shares
  • An unlimited number of Class D Non-Voting Common Shares
  • An unlimited number of Class E Preferred Shares
  • An unlimited number of Class F Preferred Shares

There are special rights and restrictions that apply to each of the above noted share classes.  This share structure will provide flexibility for your company in the future.
If your company requires a customized share structure, please contact our office and we will be happy to draft changes to meet your needs. Additional fees will be applicable for customizations and these fees will be calculated on a time-spent basis.

Q: What shares are being issued to the owners?

A: All owners will receive their proportionate interest of Class A Voting Common shares. This class of shares will enable the holder to vote on matters requiring owner approval as required by corporate laws in accordance with each owner’s respective shareholdings. In addition, owners of this class of shares will be able to participate in the profits of the company in accordance with their respective shareholdings.

 

3. DIRECTORS

Q: What is a director?

A: The directors of the company are the managers of the company and are responsible for making business decisions on behalf of the company.

Q: Do the directors of a company need to be owners?

A: No, directors of the company do not need to be owners. Likewise owners of the company do not need to be directors.

Q: Can a person be an owner and a director?

A:  Yes, a person may be an owner and a director.

Q: Can a company be a director?

A: No, a director must be an individual.

Q: Do directors need to be Canadian residents?

A: Most provinces have Canadian residency requirements for the board of directors:

  • Federal: 25% of the directors must be residents of Canada
  • British Columbia: there are no Canadian residency requirements for the board of directors.
  • Alberta: 25% of the directors must be residents of Canada
  • Saskatchewan: 25% of the directors must be residents of Canada
  • Manitoba: 25% of the directors must be residents of Canada
  • Ontario: 25% of the directors must be residents of Canada

Q: Who decides who the directors of the company will be?

A: Directors are elected by the owners of the company holding the voting shares.

Q: Who cannot be a director of a company?

A: According the Canada Business Corporations Act, a person is disqualified from becoming a director of a company if that person is:
a)    under the age of 18 years,
b)    of unsound mind and has been so found by a court in Canada or elsewhere;
c)     found by a court, in Canada or elsewhere, to be incapable of managing the individual’s own       affairs,
d)    not an individual;
e)    an undischarged bankrupt, or who has the status of bankrupt.
Most provinces also consider a person who has been convicted of an offence in connection with the promotion, formation or management of a corporation or unincorporated business, or of an offence involving fraud, unless:

  • the court orders otherwise,
  • 5 years have elapsed since the last to occur of:

 

      • the expiration of the period set for suspension of the passing of sentence without a sentence having been passed,
      • the imposition of a fine,
      •  the conclusion of the term of any imprisonment, and
      • the conclusion of the term of any probation imposed, or
      • a pardon was granted or issued under the Criminal Records Act (Canada).

Q: How many directors does a company need to have?

A: A company must have at least one director at all times. A company may have as many directors as the owners determine at any given time.

Q: What are the duties of a director?

A: The directors of the company are the managers of the company and are responsible for making business decisions on behalf of the company. It is expressly stated in the Canada Business Corporations Act that when a director is exercising the powers and performing the functions of a director, they must “act honestly and in good faith with a view to the best interest of the corporation, exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances” and act in accordance with the laws and the articles of the company. (Canada Business Corporations Act section 122(1)(2)).

Q: Can a director resign?

A: Yes, a director can resign at any time by providing written notice to the company at its registered address. There are some filings with the Corporate Registrar that must be filed to document a change of directorship of a company. Please contact our office for more information about the requirements to remove directors.

Q: Can directors be added at a later date?

A: Yes, the owners of the company may elect to add directors at any time.  The proposed directors must consent to act as directors and the change of directors must be filed with the appropriate Corporate Registrar.  Please contact our office for more information about the requirements to add directors.

 

4. OFFICERS

Q: Is there a need to appoint officers?

A:  No, there is no legal requirement to appoint officers.

Q: What is an officer?

A:  An officer is a person typically tasked with handling the day-to-day management of the company. The directors of the company may specify the duties of the officers.

Q: Do the officers of a company need to be directors?

A: No, officers of the company do not need to be directors. Likewise, directors of the company do not need to be officers.

Q: Can a person be an officer and a director?

A:  Yes, a person may be an officer and a director.

Q: Can a person be an officer, director and owner?

A:  Yes, a person may be an officer, director and owner.

Q: Can a company be an officer?

A: No, an officer must be an individual.

Q: Who appoints officers?

A: Officers are appointed by the directors of the company.

Q: Who cannot be an officer of a company?

A: According the Canada Business Corporations Act, a person is disqualified from becoming an officer of a company if that person is:
a)     under the age of 18 years,
b)    of unsound mind and has been so found by a court in Canada or elsewhere;
c)     found by a court, in Canada or elsewhere, to be incapable of managing the individual’s own       affairs,
d)      a person who is not an individual;
e)      an undischarged bankrupt, or a person who has the status of bankrupt.
Most provinces also consider a person who has been convicted of an offence in connection with the promotion, formation or management of a corporation or unincorporated business, or of an offence involving fraud, unless

  • the court orders otherwise,
  • 5 years have elapsed since the last to occur of:

 

      • the expiration of the period set for suspension of the passing of sentence without a sentence having been passed,
      • the imposition of a fine,
      •  the conclusion of the term of any imprisonment, and
      • the conclusion of the term of any probation imposed, or
      • a pardon was granted or issued under the Criminal Records Act (Canada).

Q: Do officer’s titles have any legal significance?

A: No, officer titles do not hold any legal significance or dictate the duties of the officer.

Q: Can an officer resign?

A: Yes, an officer can resign at any time by providing written notice to the company.

Q: Can officers be added at a later date?

A: Yes, the directors of the company may elect to add officers at any time.

 

5. AUDITOR

Q: What is an auditor?

A:  An auditor is a financial professional who examines, inspects and verifies the financial records of the company.

Q: Is my company required to appoint an auditor?

A:  No, according to corporate laws that regulate most provinces in Canada, the owners of the company may unanimously waive the requirement to appoint an auditor. If all owners of the company do not unanimously agree to waive the appointment of auditor, then your company will be required to appoint an auditor.

Q: Can an auditor be appointed at a later date?

A:  Yes, an auditor may be appointed by the directors at any time.

 

6. REGISTERED AND RECORDS OFFICE

Q: Does a company need to have a registered and records office?

A: Yes, every incorporated company must maintain a registered office and records office in the jurisdiction of incorporation.

Q: What is a registered office?

A: The registered office of the company is the location where documents (often notice of a law suit) must be served on the company to be effectively served or to meet the requirements of the law. The location of a registered office must be open during regular business hours Monday through Friday.
Care should be taken when selecting a registered office because there are often time limits for replying to notices of law suits and if a company fails to respond within the required time period, then the applicant may apply for a judgment without further notice to the company.

Q: What is a records office?

A: The records office of the company is a location where the records of the company are held as required by the law.
Care should be taken when selecting a records office because if a person who is entitled under the law to obtain a list, to inspect a record or to receive a copy of a record from the records office of the company and the records office fails to comply, then the person seeking the record may, on notice to the company, apply in writing to the Corporate Registrar for an order. Without limiting the power of the Corporate Registrar, the court may on application make the order it considers appropriate and may without limitation order the company to pay to the person who requested the record damages in an amount that the court considers appropriate.

Q: Can the registered office and records office be located at different locations?

A:  Yes, the registered office and records office may be located at different locations; however, provinces require that both offices be located in the home jurisdiction of the company.

Q: Can the registered office and records office be located at the same location?

A: Yes, the registered office and records office may be at the same location.

Q: Can the company’s registered and records offices be changed at a later date?

A:  Yes, a company may change its registered and records office at any time by agreement of the directors. There are filings with the Corporate Registrar that must be completed to document a change of registered and records offices of a company.

Q: Does my company’s registered and records address need to be in the same city that the company carries on business?

A: No, a company’s registered and records address can be in any location within the jurisdiction of the company.

Q: Can anyone sign up for the Snap R&R Service Package?

A:  Snap Incorporations office is physically located in British Columbia, as such this service package is only available for British Columbia companies or Federal companies that have their registered office in British Columbia.

Q: What is included in the Snap Incorporations’ R&R Service Package?

A: As your company’s Registered and Records address we will do the following:

  • Maintain corporate statutory business hours for the records office in accordance with the applicable Business Corporations Act.
  • Accept service on the company of legal documents and forward them to the directors with a brief explanation of the legal implications of service of legal claims.
  • Qualify persons requesting inspection of records.
  • Supervise the inspection of records in accordance with the applicable Business Corporations Act.
  • Make electronic copies of corporate documents for the company and send copies of corporate documents to the company’s accountant, banker or bookkeeper, as may be required.
  • Provide notarial or commissioner signatures on statutory declarations, affidavits or other similar documents to be signed by a director, officer or shareholder of the company that are required in the normal course of business for the company.

Q: Why should I appoint Snap Incorporations as my registered and records address for my company

A: Snap Incorporations offers a convenient and trusted Records and Registered Address Service for British Columbia companies or Federal companies with their registered and records office located in British Columbia. We will store your important corporate records in a safe and secure location in accordance with the provisions of the applicable Business Corporations Act. In addition, we will manage the public inspection of records and advise you of any inquiries made of those records in a timely manner. As your Company’s registered address, we provide a reliable address for receiving important legal correspondence and will forward copies of that correspondence to you electronically upon receipt. We will also provide electronic copies of your corporate records to you upon request.

Q: What is the fee for Snap Incorporations to be the Registered and Records Office for my company?

A: Our fee for serving as your company’s registered and records address is $49 per year, which amount is payable on each anniversary of the company’s incorporation date.

 

7. ANNUAL CORPORATE RECORDS

Q: What are annual corporate records?

A:  Annual corporate records consist of an annual report to be filed with the Corporate Registrar and the written resolutions of the company’s directors and shareholders to conduct the business required under the applicable Business Corporations Act.

Q: What is included in the Snap Incorporations Records Management Service?

A: The Snap Incorporations Records Management Service includes the following services:

  • Preparation and filing of the company’s annual report/return with the appropriate Corporate Registrar.
  • Preparation of annual directors’ resolutions in compliance with the applicable corporate laws to be circulated for approval and signature by the company’s directors.
  • Preparation of annual shareholders’ resolutions in compliance with applicable corporate laws to be circulated for approval and signature by the company’s shareholders.

Q: What are the fees for the Snap Incorporations Records Management Service?

A: Our fee for the preparation and distribution for signing of your company’s annual corporate records resolutions and annual return is $149 per year plus disbursements and applicable taxes, which amount is payable on each anniversary of the company’s incorporation date.

Q: What is an annual report?

A: Every company must file an annual report with the Corporate Registrar of the home jurisdiction of the company reporting on the directors and officers of the company. This annual report must be filed within two months after each anniversary of the date on which the company was incorporated.  An annual report must also be filed in every jurisdiction where the company is registered, with the exception of British Columbia, Alberta and Saskatchewan companies registered under the New West Partnership Trade Agreement. Failure to file an annual report with the Corporate Registrar for two years will result in the Corporate Registrar commencing dissolution proceedings and then eventually dissolving the company.

Q: What happens if my company’s annual report is not filed?

A: Failure to complete and file the annual report could lead to your company being dissolved and no longer able to carry on business in that jurisdiction.