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Incorporating your Business

 
 

Thinking of incorporating your business, here are some important Tips

 

Tip 1 - Advantages of incorporating your business.

A corporation is a unique legal entity and it is separate from the people who own its shares.

Advantages:

  1. Limited personal risk. The greatest advantage of incorporation is the limited liability that it confers on shareholders with respect to debts, obligations and liabilities of the corporation.
  2. Number of Owners. Incorporated companies can potentially have an unlimited number of different owners. If the business has or is planning on having a number of owners, incorporation is preferable. First, it is easier to transfer ownership in the business, as all the owners have to do is acquire or sell their shares in the company. In addition, owners/shareholders are only liable to the extent of their shareholdings. They are not liable for any other owner’s personal debt or to their creditors as may be the case in a partnership.
  3. Government Grants. Some government grants and programs are only offered to incorporated businesses.
  4. Ability to raise capital. The ability to issue various classes of shares with preferences as to dividends, redemption or convertibility and to utilize bonds or debentures greatly enhances a corporations ability to obtain funds for expansion or development
  5. Employees. Corporations can offer shares to their employees as a form of profit sharing incentive thereby sharing in the profits and performance of that corporation without affecting control. The performance of the company therefore affects all and is an incentive for employees to improve performance and thus improve the value of their shares and the profits the company produces
  6. Possible tax advantages. Small Canadian controlled private corporations are taxed at approximately half the regular rate on the first $500.000 of active business income in each year. A corporation also has additional tax planning and income splitting arrangements available
  7. Continuous existence & ownership is transferable. The death or withdrawal of a shareholder does not affect the existence of the corporation, which enjoys perpetual succession.

Tip 2 - Choosing the right corporate name.

Choosing the right name for your new business is an important decision. You want a name that will draw potential customers, help clients identify your company and build your business image. A name that is easy to remember and provides information about the products or services you offer is always a good choice. Choose a distinctive name to stand out from your competitors. Make sure the name is not misleading or confusing in its description of the goods or services you will provide.

Numbered Corporation - The first step is to decide if you will have a name for the corporation or use a "numbered company". There is no requirement for the corporation to have a name. You can incorporate a company using a number; for example "58645675” Ontario Inc.". Upon successful registration the Registrar will assign the next sequential number to the corporation as part of its name. A corporation incorporated in this way is a "numbered company".

Named Corporation - Most people prefer to have a name for their corporation: to give it a unique identity, to avoid confusion with other corporations, and to give a general idea of the nature of the business to be carried on by the corporation.

Tip 3 - Check availability of the proposed corporate name

Name search - Before making a final decision on your corporate name and ordering forms or stationery, you may want to know if someone else is already using the name. You can do a Preliminary name search that will allow you to check up to 3 names for fix amount. A more accurate NUANS search would be advisable if you want to be absolutely sure that your name is not used by someone else. Please note that a NUANS search is mandatory for incorporating a business in Ontario.

Once you have selected a particular name you can perform a name search in advance, or to simplify the process, you can do the name search as part of your application form.


Tip 4 - Register your corporation.

 To register your corporation in Ontario, you will need to provide:

Please note that you need a minimum of 1 Director and Shareholder. One person can hold both positions.

Tip 5 - Registered Corporate Address

Any Corporation located in Ontario must have an Ontario registered address. Many Corporations often use a separate corporate registered address to keep important government correspondence separate from other corporate correspondence. This is even more important if you have a home-based business, because this allows you to maintain an increased level of privacy. Corporate records are a matter of public record. Would you want strangers coming to your home?  

 

Tip 6 - Filing Articles of Incorporation and Initial Notice

Incorporation of the business is done by completing a document called Articles of Incorporation that is then delivered directly to the appropriate government department.

Once your application for Incorporation is approved, you will receive the official Articles of Incorporation.

Articles of Incorporation consists of a legal document that confirms registration of your corporation with the Ontario government. Articles of Incorporation are valid in perpetuity.

Filing Initial Notice - Initial Notice is a mandatory document that must be filed within 60 days after incorporation.  

Tip 7 - Corporate Minute Book, Seal and Share Certificates

A corporate minute book and registers are very useful organizational tools that project a professional image of any new corporation. Revenue Canada, a lawyer or any other authority would request to view your minute book in case they have any issues with your corporation. For that reason alone, you should have your minute book ready and updated at all times.

 

Tip 8 - Apply for HST, Payroll, Import/Export and WSIB Accounts

HST - Any business that generates more than $30,000 in annual taxable sales has to register for HST

Payroll - Any business that has employees must register for a Payroll account

Import/Export - If you are planning to trade with other countries, this account would be very helpful

WSIB - This account is mandatory if you are going to have employees. This account is also mandatory if you operate a business in the construction industry, even if you have no employees.

 

Tip 9 – Register a Corporate Trade Names

What is a Trade Name? - A trade name is any name under which you do business other than the current legal name on your corporate registration record. If you would like to use any name other than your corporate name you must register a trade name.

These are some important basic principles:

There is no limit to the number of trade names that may be registered by one corporation.

Trade names are not "protected" from use by other companies through trade name registration. To protect your name you need to register a trademark.

You must use your corporate name together with the trade name on all contracts and legal documents. (ABC Limited O/A Flowers for You)

Trade names have to be ordered separately from the Incorporation process.

 

Tip 10 - What to expect after registration

Here is what you will get once your application is approved:

You will receive an Official Registration Certificate issued by the Ontario government.

This certificate will entitle you to operate your Corporation in Ontario.

If you apply for tax accounts (and you should), you will receive documentation directly from appropriate government departments that administer those accounts.

 

Kirk M. Campbell
Certified General Accountant