British Columbia is one of the only jurisdictions which offers the availability of non residents of Canada to be directors, officers, and shareholders of a corporation within Canada. Most other jurisdictions for incorporation have a minimum Canadian citizen or permanent resident status of 25% requirement. The British Columbia incorporation may be suitable for those foreign individuals whom wish to purchase property, establish a new business or buy an existing business within Canada. The B.C. incorporation is available to those who are either Canadian citizens or residents as well.
The 3 main steps to complete a B.C. Incorporation are as follows:
When incorporating in the Province of B.C., a name reservation is mandatory and must be submitted to the corporate registry for approval prior to the incorporation being processed with the Province.
The business name is required to have three main elements. Those being a distinctive, descriptive and legal elements. It is important to provide a business name that provides all 3 elements to gain name approval from the Province. Examples of each are provided below.
|Distinctive Element||Descriptive Element||Legal Element|
|Precision||Technology and Marketing||Corporation|
The Province of B.C. allows you to request up to 3 business names in order of preference for review. It is important to provide 3 names that you are committed to as any of them may be accepted or rejected. The business name you like best should be listed first.
This mandatory report only searches the incorporated names within the Corporate Registry in the Province of British Columbia. It does not include names of British Columbia partnerships, proprietorships, limited liability partnerships nor trademarks, incorporated or registered businesses outside of the Province.
The name approval is at the discretion of the Registrar and does not warrant any issue over name conflict. The Name Approval is valid for 56 days. The incorporation should be completed prior to this deadline, if not, a new Name Approval must be submitted and approved again. The government fee is $31.50.
Our office will assist you in providing the Name Reservation.
Obtaining a preliminary NUANS search (Optional)
When completing the mandatory Name Approval with the B.C. government, there are many areas of information not providing within their search and analysis including if there are existing federal corporations or Canadian trademarks along with business names within most jurisdiction in Canada. To obtain a better view of existing businesses in Canada, it may be suitable to complete this secondary search request for further insight and analysis into any potential conflicts to your proposed name.
You may wish to incorporate a numbered corporation in B.C. The corporate number is provided by the Province of British Columbia. The legal element is to be chosen by you. An example of this is 01234456 B.C. Ltd.
Legal Element options in B.C.
The options available for the legal ending of the incorporating business are as follows:
Limited, Limitee, Ltd., Incorporated, Incorporee, Corp., Corporation or Corp.
Language for the corporate name
The name of the corporation may contain English, French or a combination of both languages
Where Can the Registered/Records Office for a B.C. Incorporation be?
It is mandatory for both the registered and records office for your new incorporating business to hold a physical address within the Province of British Columbia.
Who can be a director or officer of the corporation?
The individual/s listed as either a director or officer of the corporation must be a minimum of 18 years of age, not considered incapable of managing ones' own affairs by a court, does not have a status of an undischarged bankruptcy, and not be convicted of any prior offence related to a corporation or any offence involving fraud.
It is not a requirement for any individual or individuals to have residency in Canada to be a Director of a B.C. incorporation and a sole director in this circumstance is acceptable.
Who can be shareholders?
A minimum of one shareholder is required at all times for the corporation. This can be either an individual or legal entity. Residents of any country are acceptable.
Does the incorporation have to be refiled or renewed over time?
The incorporated company is continual meaning it is never required to be refiled or renewed. There are the one time fees of setting up the incorporated company and the corporation will continue to be in existence as long as you wish. If at some point you wish to stop to operate the business, a dissolution would be required to end the existence of the incorporated company.
Completing an Incorporation agreement
Prior to completion of the Incorporation, an incorporation agreement must be completed and signed by each incorporator. Our office will supply this form for you to fill in and sign. At minimum there must be one incorporator holding one share.
What is required to incorporate in B.C.?
The Province of British Columbia allows individuals who are not Canadian Citizens or Permanent Residents to incorporate within this jurisdiction. This provides a terrific opportunity to those who wish to:
What is the difference between a named and numbered incorporation?
A named corporation is a business name that you have chosen to use to represent your business identity. It is important that the business name is unique especially considering the volume of businesses in existence. The name should be distinctive, descriptive and have a legal ending. An example would be Meteor Fabrications Inc. A numbered company provides a number of digits to the corporation with British Columbia and a legal ending. An example would be 123456 B.C. Ltd.
Why choose a named Incorporation?
Choosing a named incorporation provides name protection for that business name within the Province of British Columbia. If someone chooses to register or incorporate a similar named business, you may have the legal right to require name change to the similar named business.
Why choose a numbered Incorporation?
A numbered incorporation is very generic. It offers the opportunity to individuals who wish to incorporate but are not planning on advertising a corporate name. These may include individuals who have real estate properties, a holding company, an investment company or are buying a franchise where the name has been protected by the franchise holder. Alternatively, if you wish to operate multiple business in different areas of business, a numbered corporation can provide a generic identity and singular or multiple businesses may be registered under the corporation.
What is a Nuans preliminary search?
In B.C. as an option of the Incorporation process, is a federal biased Nuans preliminary is recommended. This search provides similar small businesses, corporations and trademarks to your proposed corporate name. We will search the Nuans databank initially to ensure that the business name you are providing appears to be unique from existing businesses within the Nuans system including jurisdictions outside of the Province of British Columbia. If your chosen name does not appear to be available, you are able to provide a new name to us at no additional cost.
How do I choose a business name?
The corporate name should comprise of 3 unique properties. They are as follows:
Distinctive element - This is usually the primary keyword to the business name. It is the businesses main identifier.
Descriptive element - This provides what type of industry or business you are in
Legal element - This is the ending to the business name that secures that the business is an incorporated company. There are many legal ending options. All are available for you to choose from. They are as follows:
Limited, Limitee, Ltee, Ltd., Corp., Corporation, Inc., Incorporated, Incorporee, ULC, Unlimited Liability Corporation
Examples of business names
Registered office address: This is the office address where legal documents can be delivered. It must be in British Columbia and is required to be a physical address. This address is available to the public.
Records office address: This is the address where all of the records of the company are maintained. This address is also required to be within the Province of British Columbia.
Mailing address: The mailing address is where the company will receive its mail, including correspondence regarding annual report filing reminders and any notices of dissolution from the Corporate Registry with the British Columbia government. This address is also required to be within the Province of British Columbia. This address may include a postal box.
Choosing Directors of the Corporation
The directors of the corporation are the individuals who administer the affairs of the corporation and make all major decisions for the corporation. You may incorporate with a single individual (director) who is or is not a Canadian Citizen or Permanent Residents. Directors may also hold the positions of shareholders and officers of the corporation.
Choosing Shareholders of the Corporation
The shareholders of the corporation include the individual/s who hold shares within the corporation. These individuals may be the owners of the corporation, investors, or family members of the owners who participate within the corporation. Typically, a shareholder will have a financial stake within the corporation and the shares of the corporation reflect at what percentage. A minimum of 1 shareholder is required for the corporation.
Choosing Officers of the Corporation
The officers of the corporation are the individual/s who hold senior management positions within the corporation including president, secretary, and treasurer. A minimum of 1 Officer is required for the corporation.
Often incorporations are completed by 1 individual who would be the sole director, shareholder and officer of the corporation.
Share Structure for Corporation
The share structure of the corporation is the overall view of how shares are going to be distributed among the shareholders. We provide a standard template of either 1 or 2 classes of shares available to you or if you wish you can provide your own custom share structure for the corporation.
It is mandatory and due within 60 days of it's anniversary month. If not received within two months, will be considered not in good standing. After 2 consecutive years, it not filed, the incorporation may be canceled.
What is a Proprietorship?
A Proprietorship allows you to operate a secondary business name under your newly incorporated company.
If you wish to operate your corporate name without the legal ending for signage/advertising
ABC Holdings Inc. carrying on business as ABC Holdings
If you wish to use a shorter version of your corporate name for signage/advertising payments for clients
Meteor Publishing Inc. carrying on business as Meteor
IF you wish to operate a secondary business name that is different from the corporate name
Meteor Publishing Inc. carrying on business as Meteor Web Design or ABC Graphics
When completing a Proprietorship name under the corporation, a Name Approval is also required for this business name.
If you have any questions, please feel free to contact our office.
Government fees to incorporate
Incorporation fees $350.00
Name Approval $ 30.00
Rush fee for 24 hour service $100.00
Proprietorship fees $ 40.00
Proprietorship Name Approval $ 30.00
Ontario Business Central Inc. is not a law firm and cannot provide a legal opinion or advice. This information is to assist you in understanding the requirements of registration within the chosen jurisdiction. It is always recommended, when you have legal or accounting questions that you speak to a qualified professional.