Incorporate in British Columbia

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:

  1. Name Reservation with the Corporate Registry
  2. Incorporation agreement
  3. Preparation and filing of the Articles of Incorporation

Choosing a Business Name for Incorporation

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
Sam’s Tool Shop Inc.
Crest Restaurant Ltd.
Precision Technology and Marketing Corporation

Step 1 – Name Reservation

Obtaining Name Approval by completing a NAME RESERVATION with the Province of B.C. (Mandatory)

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.

Numbered Incorporation

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.

Step 2 – Incorporation Agreement

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.

Step 3 – Preparation and Filing of the Articles

What is required to incorporate in B.C.?

Individuals Who Are Not Canadian Residents

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

Distinctive Descriptive Legal
Anderson Natural Foods Ltd.
Golden Technology Inc.
Aspirations Massage Corporation

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.

Annual Return

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.

Adding a Proprietorship Under Your New Incorporated Company

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

Example
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

Example
Meteor Publishing Inc. carrying on business as Meteor
IF you wish to operate a secondary business name that is different from the corporate name

Example
Meteor Publishing Inc. carrying on business as Meteor Web Design or ABC Graphics

Name Reservation:

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.

Incorporating a Business

An incorporated business is its own legal entity separate from the individual shareholders who own the business. There are many advantages to incorporating including the following:

  • Decreased personal risk and liability
  • Name protection for named corporations within the jurisdiction you incorporate
  • Access to capital
  • Tax advantages
  • Flexibility to make changes overtime including the name of business, structure, directors etc.
  • Add secondary businesses under the corporation
  • Stronger presence within the business community

If you have additional questions or research to do, we have provided an Incorporation Guide below to hopefully answer questions you may have. Our staff are always available to assist if you would like to call our office.

Incorporation Guide

Ontario Business Central is not a law firm and therefore cannot provide a legal opinion or advice. This information is to assist you in understanding the requirements of incorporation within the chosen jurisdiction. It is always recommended, when you have legal or accounting questions that you speak to a qualified professional before completing the incorporation.

The most commonly asked questions by clients using our services

What is the difference between incorporating a numbered or named corporation?
A numbered company is very generic where the government where you incorporate provides a number for the corporation along with the jurisdiction you are incorporating within (example British Columbia) and a legal ending. A numbered corporation is commonly used when the owners will not be advertising the business name such as a holding, property management company or if a franchise is being purchased and the corporate name is already protected by the franchise owners. A named corporation is more commonly used when you want to advertise the business to potential clients. There isn’t a significant difference in pricing between a numbered or named corporation.

What jurisdiction should I incorporate?
The incorporation should be completed within the Province the business will operate where the business will have a physical address. Alternatively, you also have the option to federally incorporate. If you are a non-resident of Canada, the only Province which will allow a non resident to incorporate without any shareholders being either Canadians or Permanent Residents is British Columbia.

Why incorporate at the federal level?

Federal or Canada Incorporation

A federally incorporated company provides better name protection throughout most regions in Canada however in providing this, the name is required to be very unique as the business name has the potential of conflict with more existing businesses within more regions of Canada.

Often individuals choose to federally Incorporate when name protection to the highest degree within Canada is desired (outside of Trademarking the business name) you may also wish to trademark the corporate name or are seeking to do business with foreign corporations where Canada is much more readily understood over a Provincial incorporation. The federal government establishes the import and export licensing for those wishing to import and export their products.

With choosing a federal Incorporation, the business name is reviewed and accepted or rejected by the Federal examiners. It is also important when incorporating in this jurisdiction to search a very unique business name with both a distinctive and descriptive element to the business name.

If you wish to trademark the business name, the federal incorporation although not an absolute, provides pre-screening of whether the same business name may be available for completing a Trademark.

If you wish to advertise outside of the Province and gain clients from other jurisdictions, the federal incorporation provides the best name protection where your business name and brand will be heard or viewed by a wider audience.

If you intend or are planning on registering your corporation within other Provinces, the federal incorporation provides the best name protection for an existing corporation within Canada where over time you may expand your business into multiple Provinces.

>>Complete a federal or Canada incorporation

What is a NUANS Report?

A NUANS report is a document that lists similar or same names to a proposed incorporation name. Initially, the NUANS databank is searched for similar or same business names to your proposed corporate name by our staff members. A review and analysis will be sent to you with any concerns regarding your chosen business name. If the proposed name is infringing (too close to) an existing corporation or trademark or if there is a similar or same named small business within the same geographical location, it may be recommended to choose a different business name for review. When the proposed business name appears to be available, the full NUANS report is ordered and provided to the government examiner along with the prepared Articles of Incorporation for review and acceptance.

What is the B.C. Proprietorship Name Request?

In the Province of B.C. a name search is to be completed directly with their corporate registry office. It is important to provide a name that is unique with both a distinctive and descriptive element to the business name. Ontario Business Central will assist you in obtaining name availability with the Province you wish to incorporate within prior to submitted the Articles of Incorporation for approval.

What is the federal Preliminary NUANS search?

The federal preliminary search allows you the opportunity to search a business name you would like to use for incorporation prior to completing the application for Name Reservation or Name availability within the Provinces. This provides a comprehensive search for business names, corporations and trademarks across most of Canada. The Provincial name reservation and name availability searches only specifically search for businesses within the jurisdiction you are incorporating within. The federal preliminary provides a much wider scope of potential conflicts to your business name choice.

What is required from me to Incorporate?

In most jurisdictions, the information required is the same:

  • Name of business
  • Business activity
  • Business address (home address can be used)
  • Legal names of individuals
  • Address of individuals
  • Selection of share structure
  • Citizenship of individuals (whether Canadian or not)
  • Most jurisdictions require a minimum of 25% of the directors to be Canadian citizens or Permanent Residents. The exception in British Columbia where you are not required to have any Canadian personal status.

Individuals who are not Canadian Residents

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:

  • To purchase property in Canada
  • To purchase or operate a business with Canada
  • To obtain credit within Canada
  • To immigrate to Canada under business immigration

Why use Ontario Business Central?

We keep things simple for you as a business owner so you can complete your incorporation with us within a few easy minutes. Ontario Business Central will complete the Name Availability Search and Reservation or NUANS Report first to ensure your chosen name is available prior to completing the Incorporation. It is a recommendation to also include the preliminary federal NUANS search to have a much better and wider view of any existing corporations, registrations and Trademarks across most the country. This allows you to make a better determination of the business name and to ensure you are not in the position of infringing against both corporations and trademarks that have name protection.

 

 

 

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