Call toll free: 1-855-484-7627(SNAP) Canadian incorporations made easy Snap Incorporations

FAQs

1. NAMING YOUR COMPANY

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

A: The distinctive element of a corporate 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 corporate 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”.

Q: What is a numbered name?

A: A numbered name is the incorporation number (seven digits) generated by the Corporate Registrar followed by “B.C. 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 typically takes 2-5 business days; however, this time can vary depending on the volume of names being handled by the Corporate Registrar at any given time.

Q: Can I expedite a corporate name request?

A: Yes, a name reservation can be expedited for an additional fee of $100.00. Please contact us by phone to process an expedited name request.

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 will not be approved by the Corporate Registrar if used 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 will not be approved.

Any word that implies a connection with the government will not be approved without the 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 “British Columbia” or “B.C.” at the beginning of a 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 “British Columbia” or “B.C.” 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.

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 British Columbia.

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

A: Once your name is registered with the Corporate Registrar and you have received a name request number, other companies in British Columbia will be prevented from registering the name. While this does ensure that other company’s cannot register the name, it does not necessarily protect against other company’s or businesses using the name. Please contact a lawyer at www.businesslawgroup.ca for more information.

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

A: Yes, a company can change its name at anytime, but there are filings that must be 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 at anytime, but this is a technical process requiring compliance with the Business Corporations Act and related filings with the Corporate Registrar. Please contact a lawyer at www.businesslawgroup.ca for more information.

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; however a search engine search and search of the Canadian trademark registry may be useful to determine if other businesses are currently using the name.

 

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 contact a lawyer at www.businesslawgroup.ca 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 a lawyer at www.businesslawgroup.ca 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 owner’s of your 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.

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 in British Columbia.

A summary of the Snap Incorporations’ share structure is as follows:

            Class A Voting Common Shares

            Class B Non-Voting Common Shares

            Class C Non-Voting Common Shares

            Class D Non-Voting Common Shares

            Class E Preferred Shares

            Class F Preferred Shares

Each of the above classes of shares hav different rights and restrictions and is This share structure will provide flexibility for your company in the future.

If your company requires a specific share structure, please contact a lawyer at www.businesslawgroup.ca.

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 B.C. corporate laws in accordance with each owners respective shareholdings. In addition, this class of the shares will enable the owners 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 residents of B.C.?

A: No.

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 to corporate laws in B.C., a person is disqualified from becoming a director of a company if that person is:

a)      under the age of 18 years,

b)      found by a court, in Canada or elsewhere, to be incapable of managing the individual’s own affairs,

c)      an undischarged bankrupt, or

d)      convicted in or out of British Columbia of an offence in connection with the promotion, formation or management of a corporation or unincorporated business, or of an offence involving fraud, unless

i)        the court orders otherwise,

ii)      5 years have elapsed since the last to occur of

A)     the expiration of the period set for suspension of the passing of sentence without a sentence having been passed,

B)     the imposition of a fine,

C)     the conclusion of the term of any imprisonment, and

D)     the conclusion of the term of any probation imposed, or

iii)    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 responsible for making business decisions on behalf of the company. It is expressly stated in the B.C. corporate laws 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 company, exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances and act in accordance with the law and the articles of the company”.

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 a lawyer at www.businesslawgroup.ca for more information.

Q: Can I add directors at a later date?

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

 

4. OFFICERS

Q: Do I 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 to corporate laws in B.C., a person is disqualified from becoming an officer of a company if that person is:

 a)      under the age of 18 years,

b)      found by a court, in Canada or elsewhere, to be incapable of managing the individual’s own affairs,

c)      an undischarged bankrupt, or

d)      convicted in or out of British Columbia of an offence in connection with the promotion, formation or management of a corporation or unincorporated business, or of an offence involving fraud, unless

i)        the court orders otherwise,

ii)      5 years have elapsed since the last to occur of

A)     the expiration of the period set for suspension of the passing of sentence without a sentence having been passed,

B)     the imposition of a fine,

C)     the conclusion of the term of any imprisonment, and

D)     the conclusion of the term of any probation imposed, or

iii)    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 I add officers 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 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 in B.C., all owners of the company may unanimously waive with the requirement to have 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 I appoint an auditor at a later date?

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

 

6. REGISTERED AND RECORDS OFFICE

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 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 inspection of records in accordance with the 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: 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.

Q: Do I need to have a registered and records office?

A: Yes, every company incorporated in British Columbia must maintain a registered office and records office in British Columbia.

Q: Why should I appoint Snap Incorporations and my registered and records address?

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 laws of British Columbia. As such it is important that this address be available to receive this important documentation during regular business hours. Failure to receive and respond to these documents could result in liability to the company.

The records office of the company is a location where the records of the company are held as required by B.C. corporate laws. Certain persons are entitled to inspect the company’s records at its records address. Failure to have the company’s records available for inspection at its records address could lead to liability to the company.

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 laws of British Columbia. 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 B.C. corporate laws.

Care should be taken when selecting a records office because if a person who is entitled under the B.C. laws 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, both must be located in British Columbia.

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 I change my company’s Registered and Records offices 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 in British Columbia.

 

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 Business Incorporations 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
  • Preparation and mailing of Directors resolutions for approval and signature by the Company’s directors to comply with B.C. corporate laws
  • Preparation and mailing of Shareholders resolutions for approval and signature by the Company’s Shareholders to comply with B.C. corporate laws

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

A: Our fee for the preparation filing and mailing of your company’s annual corporate records is $149 per year, which amount is payable on each anniversary of the Company’s incorporation date.

Q: What is an annual report?

A: Every B.C. company must file an annual report with the Corporate Registrar 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.

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.