Email us at:snap@snapincorporations.ca or Call Toll-Free:1-855-484-7627(SNAP) Canadian incorporations made easy Snap Incorporations

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 filing fees are therefore applicable for the registration of a Federal company in the province(s) where the company will be operating. These filing fees can range anywhere from $0.00 (Ontario) to $350.00 (British Columbia). Legal fees will also be applicable for services rendered to complete the corresponding registration.

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. However, this is 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 date of incorporation of the company. An annual general meeting of the shareholders and directors 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, Saskatchewan and Manitoba, the New West Partnership Trade Agreement (“NWPTA”), that allows companies to register and operate in all of these provinces with very few reporting 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 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. Starbucks Coffee Shop). The descriptive element can be specific such as “Coffee Shop”, or it can be more general, such as “Enterprises” or “Ventures”.

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: Do I need to have both a distinctive and a descriptive element in my company name?

A: All company names are required to have a distinctive element. Although it is a common practice for company names to be comprised of both a distinctive and a descriptive element, the descriptive element is only a required by certain provinces such as British Columbia.

Q: What is the corporate designation?

A: Incorporated companies must have as the last word in the name, the corporate designation, “Limited”, “Limitee”, “Incorporated”, “Incorporee” or “Corporation”. For all purposes using the abbreviations of these words (i.e. “Ltd.”, “Ltee.”, “Inc.” or “Corp.”) is also acceptable.

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 (e.g., 0999666 B.C. Ltd. or 12459756 Alberta 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: 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.). In the Province of British Columbia, the use of “British Columbia” or “B.C.” at the beginning of a name as the distinctive element (e.g. British Columbia Incorporations Inc.) will not be approved without the written consent from the government. The use of “British Columbia” or “B.C.” at the end of the name before the corporate designation (e.g. Snap Incorporation BC Ltd.) will normally be accepted.
The Corporate Registrar will not approve any names that contain words that could be considered vulgar, obscene, racial or 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 company name as another company?

A: No, a company name cannot be the same or similar to another registered company name in the jurisdiction where the company is to be incorporated.

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

A: Once your company’s name has been reserved, other companies will be prevented from registering the name in the corresponding jurisdiction. While this does ensure that other companies cannot register the name, it does not necessarily protect against other companies or businesses using the name. Please email our office at snap@snapincorporations.ca for more information.

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 time, but this is a technical process requiring compliance with the Business Corporations Act and related filings with the Corporate Registrar. Please email our office at snap@snapincorporations.ca for more information.

Q: Can I change my company’s name at a later date?

A: Yes, a company can change its name at any time, but this is a technical process requiring compliance with the Business Corporations Act and related filings with the Corporate Registrar. Please email our office at

Q: What is a director?

A: A director of a company is the manager of the company and is 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 a company do not need to be owners, likewise owners of a 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 the province where the company is incorporated?

A: No.

Q: Do directors need to be Canadian residents?

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

1. Federal: 25% of the directors must be residents of Canada.
2. British Columbia: There are no Canadian residency requirements for the board of directors.
3. Alberta: 25% of the directors must be residents of Canada.
4. Saskatchewan: 25% of the directors must be residents of Canada.
5. Manitoba: 25% of the directors must be residents of Canada.
6. Ontario: There are no Canadian residency requirements for the board of directors.

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 the 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) 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 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 always have at least one (1) 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. Every director and officer of a corporation in exercising
their powers and discharging their duties must act honestly and in good faith with a view to the best interests of the corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

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 email our office at snap@snapincorporations.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.

for more information.

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

A: There is no definitive way to determine if a company name is available short of submitting a name reservation request in the corresponding jurisdiction. A search engine search and search of the Canadian Trademarks Registry may be useful to determine if other businesses are currently using the name.

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

A: Processing times for name reservation requests can vary. Please email our office at snap@snapincorporations.ca for more information.

Q: Can I expedite a name reservation request?

A: Yes, a name reservation request can be expedited for an additional fee that is determined by the corresponding Corporate Registrar. You may select the option of priority service to expedite your name reservation when you complete the Snap Incorporations online form. Please refer to the Pricing page on our website to view the applicable additional fee for priority service on your name reservation request.

2.OWNERS

Q: What is a shareholder?

A: A shareholder is an owner of a company. The interest of an owner of a company is represented by the number of “shares” of the company owned by that shareholder. Share certificates are evidence of the owner’s shares in a 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 email our office at snap@snapincorporations.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 email our office at snap@snapincorporations.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 owners 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 companies incorporated by Snap Incorporations will have a comprehensive share structure consisting of six (6) classes of shares often recommended by lawyers and accountants. A summary of the share structure provided by Snap Incorporations is as follows:

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

Each of the above listed classes of shares have different rights and restrictions which will provide flexibility for your company’s requirements in the future.
If your company requires a specific share structure, please email our office at snap@snapincorporations.ca to request a quote for a customized share structure.

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 pursuant to the Business Corporations Act in accordance with each owner’s respective shareholdings. In addition, this class of shares will enable the owners to participate in the profits of the company in accordance with their respective shareholdings.

Q: Can I assign different classes of shares to each shareholder?

A: By default, the online Snap Incorporations form only permits the issuance of Class A Voting Common Shares. If you wish to issue separate classes of shares to the owners, please email our office at snap@snapincorporations.ca to request a quote for the customization of your application.

Q: What is a Transparency Register or a Register of Individuals with Significant Control?

A: These registers are only required for Federal Corporations and BC Companies. Under the British Columbia Business Corporations Act and the Canada Business Corporation Act, every private company must keep and maintain a Transparency Register (B.C. Only) or a Register Of Individuals With Significant Control (Federal Only) at its records office. These registers are a self-reported record of significant individuals who have a right or ability, directly or indirectly, to affect the control of the company.

Q: What information is recorded on the Transparency Register or the Register of Individuals with Significant Control?

A: The full legal name, date of birth, citizenship and last known address of significant individuals are recorded in the transparency register. The date that the individual first became a significant individual and a description of how the individual is a significant individual is also recorded.

Q: How do I know who the significant individuals are for my company?

A: An individual is a significant individual for your company if:

  1. They, directly or indirectly, own, or indirectly control:
    1. 25% or more of the issued shares of the company; or
    2. ii) shares that carry 25% or more of the voting rights of the company; or
  2. they have the right or the ability, or both, directly or indirectly, to elect, appoint or remove a majority of the directors of the company; or
  3. if two or more individuals hold the interests or rights jointly. Such interests and rights may be held among individuals through an agreement or arrangement to exercise rights in concert.

For a more detailed description of what constitutes a significant individual, please refer to the following links: https://www2.gov.bc.ca/gov/content/employment-business/business/bc-companies/bearer-share-certificate-transparency-register/significant-individual or https://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs08216.html

3. DIRECTORS

Q: What is a director?

A: A director of a company is the manager of the company and is 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 a company do not need to be owners, likewise owners of a 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 the province where the company is incorporated?

A: No.

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: There are no Canadian residency requirements for the board of directors.

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 the Business Corporations Act, a person is disqualified from becoming a director of a company if that person is:

  1. under the age of 18 years,
  2. found by a court, in Canada or elsewhere, to be incapable of managing the individual’s own affairs,
  3. an undischarged bankrupt, or
  4. 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
    1. the court orders otherwise,
    2. 5 years have elapsed since the last to occur of
      1. the expiration of the period set for suspension of the passing of sentence without a sentence having been passed,
      2. the imposition of a fine,
      3. the conclusion of the term of any imprisonment, and
      4. the conclusion of the term of any probation imposed, or
    3. 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 always have at least one (1) 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. Every director and officer of a corporation in exercising
their powers and discharging their duties must act honestly and in good faith with a view to the best interests of the corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

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 email our office at snap@snapincorporations.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 an individual appointed by the director(s) of the company who is tasked with handling the day-to-day management of the company. The director(s) 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 a company do not need to be directors, likewise, directors of a 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 the Business Corporations Act, a person is disqualified from becoming an officer of a company if that person is:

  1. under the age of 18 years,
  2. found by a court, in Canada or elsewhere, to be incapable of managing the individual’s own affairs,
  3. an undischarged bankrupt, or
  4. 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
    1. the court orders otherwise,
    2. 5 years have elapsed since the last to occur of
      1. the expiration of the period set for suspension of the passing of sentence without a sentence having been passed,
      2. the imposition of a fine,
      3. the conclusion of the term of any imprisonment, and
      4. the conclusion of the term of any probation imposed, or
    3. a pardon was granted or issued under the Criminal Records Act (Canada).

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

A: No, officer’s titles do not hold any legal significance or dictate the duties of the officer unless there is a written document from the company that specifies these duties that has been distributed to 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 a 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 a company.

Q: Is my company required to appoint an auditor?

A:  No, according to the Business Corporations Act, all owners of a company may unanimously waive the requirement to have an auditor. If all owners of a company do not unanimously agree to waive the appointment of an auditor, then the 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: What is a registered office?

A: The registered office of a company is the location where documents (often notice of a lawsuit) must be served on the company to be effectively served or to meet the requirements of the Business Corporations Act. 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 lawsuits 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 a company is the location where the records of the company are held as required by the Business Corporations Act. Care should be taken when selecting a records office because if a person who is entitled to obtain a list, to inspect a record or to receive a copy of a record from the records office of a given company, makes a request and the corresponding records office fails to comply with such request, then, on notice to the company, an application may be made 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: Do I need to have a registered and records office?

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

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 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 I change my company’s Registered and Records offices at a later date?

A: Yes, a company may change its registered and records offices 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 the province it was incorporated in.

Q: Can anyone sign up for the Snap Incorporations’ Registered and Records Address 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’ Registered and Records Address Service Package?

A: Snap Incorporations can only offer the Registered and Records Address Service Package to Companies incorporated in British Columbia or Federal Corporations with a Registered and Records Office Address located in British Columbia. 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 the Company’s corporate records;
  • Supervise inspection of the Company’s corporate records in accordance with the Business Corporations Act; and
  • 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.

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

A: Our office charges an initial file opening fee to act as the Registered and Records Office Address for a company. Once the company file has been opened, our fee for serving as registered and records address for a given company will be invoiced yearly on or around each anniversary of the Company’s incorporation date. Please refer to the Pricing page on our website for a list of our fees.

Q: Why should I appoint Snap Incorporations as my Company’s Registered and Records Address?

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.

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.