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Goodlawyer Basic Incorporation

This page outlines the Goodlawyer Basic incorporation ($599) and Pro-Start Incorporation ($399 + Goodlawyer Pro for $599 / year) (“Incorporation(s)”).

Incorporation is the beginning of every great business. We’ve worked with hundreds of lawyers and thousands of startups to develop a Basic Incorporation that makes sense for new startups. Our Basic Incorporation includes everything you need to flexibly grow your business, without over-complicating things. If you wish to deviate from our Basic Incorporation, please book a Lawyer Assisted Incorporation with a Good Lawyer over the platform ($599 + government filing fees). Goodlawyer Basic Incorporations have a 5 business day turn around time.

You can upgrade to a Pro-Start Incorporation (Basic Incorporation + 1 year of Goodlawyer Pro) for $399 ($998 + tax total).


These are the key features that make up our Basic Incorporations:

  1. Named or Numbered Corporation
  2. Available Jurisdictions
  3. Share Classes
  4. Initial Subscription
  5. Share Certificates
  6. Share Transfer Restrictions
  7. Directors
  8. Officers
  9. Acting Incorporator
  10. Signatures and Minute Book
  11. Canada Revenue Agency Matters
  12. Annual Corporate Maintenance
  13. Start your Incorporation

 

1. Named or Numbered

Goodlawyer Incorporations allow for either a numbered corporation or a named corporation. Named corporations come with an additional NUANS report to verify and reserve the availability of your chosen name.

Learn more about the differences between named and numbered corporations.

 

2. Available Jurisdictions


Goodlawyer Incorporations are available to founders looking to incorporate federally and register for business in Ontario, and founders who want to incorporate provincially in Alberta and British Columbia. We can facilitate any combination of federal, AB, BC, and ON Incorporations and extra-provincial registrations, but there may be additional filing fees added to the cost of your Incorporation. 

For incorporations or extra-provincial registrations in any province outside of AB, BC, or ON, please book a Lawyer Assisted Incorporation with a Good Lawyer over the platform.

Learn more about the differences between Federal and Provincial incorporation.

 

3. Share Classes


With a Goodlawyer Incorporation, your corporation is authorized to issue an unlimited number of voting common shares and an unlimited number of non-voting common shares. This basic share structure sets you up to take on investors and issue shares to future employees under an employee stock option plan.

Read more in the next section for details concerning our default share structure and your initial share subscription(s).

 

4. Initial Subscription


With a Goodlawyer Incorporation, your corporation is authorized to issue an unlimited number of voting common shares and an unlimited number of non-voting common shares. This way you don’t have to spend time customizing the rights and privileges of the shares given to each of your initial shareholders. But you can’t just give away the initial shares in your corporation. Corporate law requires that your initial shareholders actually buy their ownership stake in the business. 

This is a legal requirement and is NOT facilitated by Goodlawyer. After your business is incorporated, it’s up to you to ensure your corporation gets paid for the initial share subscriptions and issuances. 

The easiest way to collect payment is by having the shareholders write cheques to the corporation for the value of their respective initial share allocations, or e-transfers which are directly deposited. Paying for shares with cash is highly discouraged as it’s difficult to track. 

To keep it simple and practical, Goodlawyer automatically sets the details of your initial subscription.

  1. Your corporation will have 10,000 total shares created for issuance as part of your incorporation. 
  2. Your initial price per share is $0.01. Since your corporation is brand new, your shares have a nominal value (although the value will increase as your corporation grows). As a result, the total value of your initial 10,000 voting common and non-voting common shares is $100.00, to be paid to the corporation by your initial shareholders for their respective initial share allocations. 
  3. Common shares are sufficient for most businesses, and that’s why they’re standard for all Goodlawyer Incorporations.
    1. Common shares are the most common form of ownership interest in a corporation. Common shares are created under your corporation's articles of incorporation (also known as its articles) and typically give their holders certain rights, including voting rights, the right to dividends, and the right to a distribution of the corporation's assets on a liquidation or dissolution. 
    2. Your voting common shares are suitable for issuance to those shareholders who have the right to actively participate in your corporation’s decision-making process (like the founders, directors, senior managers, etc.). 
    3. Your non-voting common shares are suitable for passive shareholders who wish to benefit from your corporation’s long-term growth, but aren’t involved in making key management decisions for the business.
    4. Common shares do not have any special priority over your corporation’s assets. So when you decide to wind up your corporation, the holders of common shares will be paid out in a manner that reflects the number of common shares they own. The holders of your voting common shares and non-voting common shares will be treated equally with respect to the distribution of your corporation’s assets on dissolution. 
    5. The corporation’s directors can declare and pay dividends on common shares at any time and in any amount. Dividends are entirely at the discretion of the corporation’s directors.
    6. Your corporation must have at least 1 common voting shareholder. This is a legal requirement.

If you wish to customize your initial share structure or issue more than 10,000 initial shares, please book a Lawyer Assisted Incorporation with a Good Lawyer over the platform.

 

5. Share Certificates


Currently, in Canada, there are two ways to represent the equity ownership interests of shareholders: certificated shares or uncertificated shares. With a Goodlawyer Incorporation, your initial founder shares will be uncertificated. This means that rather than producing paper or digital share certificates for distribution to your initial founding shareholders, their ownership is documented in your corporation’s minute book, instead. Uncertificated shares reduce the admin and complexity of maintaining your corporation. Goodlawyer can help you out if you decide to issue share certificates at a later date.

If you wish to issue digital or physical share certificates for your initial subscription, please book a Lawyer Assisted Incorporation with a Good Lawyer over the platform.

 

6. Share Transfer Restrictions


Goodlawyer Incorporations only create private, non-distributing companies. To meet this definition, and ensure your corporation is structured to take advantage of other efficient capital raising strategies in the future, Goodlawyer Incorporations limit the ability of your shareholders to transfer any shares they own in your corporation. In other words, your board of directors must approve any transfer of your corporation’s shares by a shareholder for that transfer to be effective. 

While these restrictions might seem…restrictive, they help you control the ownership of your corporation and they ensure your corporation is eligible to efficiently raise future capital as a Private Issuer under National Instrument 45-106 Prospectus Exemptions (NI 45-106) and a similar prospectus exemption under the Ontario Securities Act (OSA).

As a Private Issuer, your corporation is permitted to issue shares to certain categories of investors without filing a prospectus. Private Issuers can raise capital from and issue shares to:
  1. Employees, officers, directors or consultants 
  2. Family and friends, which are defined as individuals who know the director, executive officer, founder, or other control person well enough and has known them for a sufficient enough period of time to be able to assess their capabilities and trustworthiness 
  3. Close business associates, which are defined as individuals who have had sufficient prior business dealings with a director, executive officer, founder or other control person to be able to assess their capabilities and trustworthiness. 
  4. Accredited investors can fall under a handful of categories
    1. An individual who, alone or with a spouse, owns financial assets that exceed $1,000,000. Financial assets include cash and securities, but do not include a personal residence
    2. An individual who owns financial assets that exceed $5,000,000
    3. An individual whose net income before taxes exceeded $200,000 in each of the last two most recent calendar years or whose net income before taxes combined with that of a spouse exceeded $300,000 in each of the two most recent calendar years and who, in either case, reasonably expects to exceed that net income level in the current calendar year
    4. An individual who, alone or with a spouse, has net assets of at least $5,000,000. Personal residences are included
    5. A person, other than an individual or investment fund, that has net assets of at least $5,000,000 as shown on its most recently prepared financial statements, where a "person" is defined as a corporation, trust, etc.
  5. Persons, other than individuals, for an amount that is at least $150,000, where a "person" is defined as a corporation, trust, etc.

 

7. Directors


Collectively referred to as the board of directors, directors are appointed by the corporation’s shareholders and are responsible for the management and key decisions of the corporation. Goodlawyer Incorporations allow you to appoint between 1-10 directors. You must have at least one director. If you are incorporating federally, at least 25% of your directors must be resident Canadians.

Learn more about directors here.

 

8. Officers


Officers are appointed by the board of directors to manage the corporation’s day-to-day operations. Goodlawyer Incorporations require at least one officer be appointed.

Learn more about officers here.

 

9. Acting Incorporator


The primary or initial director of the corporation will act as the incorporator of the corporation. Unique to British Columbia, the incorporator must ALSO be a shareholder of the corporation.

 

10. Signatures and Minute Book


Once you complete the Goodlawyer Incorporation intake form, we will prepare all of the legal documents required to create and organize your corporation and send them to you (and any other relevant signatories) for digital signature. Once fully executed, we will file the documentation with the appropriate corporate registry and create your corporation. Finally, you’ll find a digital (PDF) record of your corporation's minute book on your Goodlawyer account, under the Corporate Records tab on the “My Corporation” page.

 

11. Canada Revenue Agency Matters


Goodlawyer Incorporations include creating a tax business number for your corporation (provided by the Canada Revenue Agency). Using this tax business number, the directors of your new corporation are responsible for applying for income tax and payroll remittance accounts, and harmonized sales tax (HST) or goods and services tax (GST) accounts all with the Canada Revenue Agency.

Learn more about what's after incorporation here.

 

12. Annual Corporate Maintenance


Every corporation in Canada is legally required to file an annual corporate return with their corporate regulator(s), starting on the first anniversary date of your Incorporation and every year after (this is NOT the same as your annual corporate tax return which is filed with the CRA). On Goodlawyer, we make that corporate maintenance as easy as signing a document package once per year with our Annual Corporate Return plan ($199/year) or, it’s included in the Pro Subscription ($599/year).

If you purchase a Basic Incorporation or a Lawyer Assisted Incorporation, we will automatically roll you into a $199/year Annual Corporate Return plan 12 months from the date of your Incorporation. Pro-Start Incorporations and Lawyer Assisted Incorporations + Pro include an annual Pro Subscription (which comes with an annual corporate return) and automatically renew 12 months from the date of your Incorporation. You can cancel your subscription’s auto-renewal at any time during the first 12 months following your Incorporation, however, you are still required by law to complete an annual corporate return for your corporation in the manner of your choosing.

 

 


 

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