Incorporation

Everything you need to know about Incorporating with the help of a Good Lawyer in Canada.

1. What is a Lawyer Assisted Incorporation?
2. Why should I Incorporate?
3. Pricing and Scope
4. What is the Process?
5. Government Fees by Province
6. Annual Corporate Maintenance
7. Book a Lawyer Assisted Incorporation

 

---

 

1. What is a Lawyer Assisted Incorporation?

Incorporation is a legal process that involves the creation of an independent legal entity that is recognized by the Canadian government. A corporation has the same rights as a person and is considered a separate legal entity. Corporations are the most common business structure in Canada and for good reason; incorporating your business can reduce your tax burden, limit your personal liability, give your business a strong foundation to build on, and more.

 

---

 

2. Why should I Incorporate?

Raise capital.

Whether it’s through investors, grants, or financing, incorporating correctly from the outset will give you better access to funding and make you more attractive to partners and investors.

Limit your liability.

Corporations are considered separate legal entities that operate independently from their owners and shareholders. If the company ever gets sued or goes under, your personal assets can be protected.

Reduce your tax burden.

Corporations pay less tax than you do personally. If you’re growing your business, incorporation will allow you to leave more money in the company and out of the hands of the taxman.

Continuous existence.

If you have to leave your business for any reason (retirement, health concerns, etc.), it can live on without you and carry your legacy into the future.

Protect your name.

Claim dibs on the chosen name of your business and make sure no one else operates with the same or similar name.

 

---

3. Pricing and Scope

Starting at $599 + Government and filing fees + Tax

• *Does not include any government filing fees (see pricing table below). These typically range from $300 - $500 depending on the province and bring the average incorporation price to $900 - $1200. 

Included

• Project kick-off call to gather information, advise you, and answer questions
• All incorporation documents: Organizing Directors Resolution, Director Consent(s), Organizing Shareholders Resolution, Directors and Officers Register, Notices of Directors/Registered Office (equivalent to Form 1 for Ontario companies and Form 2 for Canadian companies), Simple Subscription for Shares, Securities Register, Shareholders Ledger, Share Certificates (if required), Bylaws and/or Articles of Incorporation, Certificate of Incorporation
• Filing of incorporation documents on your behalf (federally and/or provincially)
• Compilation of incorporation documents into a digital minute book record

Not Included

• Government filing fees (see pricing table below)
• Intellectual property documents
• Name reservation fees 
• Preparation of a physical minute book
• Acting as the company’s registered office
• Additional documents or work related to the corporation

 

---

 

4. What is the process?

1. Book a call. Pick a time to discuss your Incorporation with a Good Lawyer.
2. Design your Corporation. Tell your lawyer what you need from your future corporation.
3. Confirm the submission. You may need to go back and forth with your lawyer to get all the details right and sign your documents before your lawyer files the paperwork with the registry office.
4. Receive your information package. Your lawyer will set you up with all the digital paperwork you’ll need to own and maintain your new corporation.

 

---

 

5. What are the government fees?

The following table outlines the government filing fees for Incorporations across Canada. If you choose to Incorporate federally, you will also have to pay for extra-provincial or extra-territorial registration in each of the provinces and territories you’ll be conducting business.

Prices and fees are subject to changes and we cannot guarantee the accuracy of the approximated fees listed in the table below. Price variations are created by registry fees such as name approval fees and publication fees which may or may not be charged by the registry office. Many registry offices are privately owned, creating significant variation in fees across the country.

 

 

Note that some provinces have agreements in place that allow you to extra provincially register for $0. For example, if you Incorporate provincially in AB, you can add a BC extra-provincial registration for no cost, and vice versa. Your lawyer will be able to identify if your Incorporation can capture any of these types of savings.

 

---

 

6. 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). 

Goodlawyer will not maintain your corporation. It is your responsibility to keep track of any changes to your corporate information and ensure they are captured and filed accordingly with every jurisdiction that your corporation is registered in each and every year. For simple corporations and filings with minimal changes to your corporation, filing your annual corporate return can easily be done at your local registry, or even through an accountant.

If your annual corporate maintenance requires help from a lawyer, if for instance there are changes to your shareholders, officers, directors and capitalization table, a new registered address or extra-provincial registration, new share classes or certificates, etc. you can hire a good lawyer over the platform and get an upfront price for your service. Start with an Initial Consultation.

Learn more about Annual Corporate Maintenance

 

---

 

7. Frequently Asked Questions

When should I incorporate?

This is extremely unique to each business and is influenced by many variables. The best way to know if it's time for you to incorporate is by speaking with a lawyer. 

Should I have a named or numbered corporation?

Having a named corporation can give you some additional name and brand protection, but it isn't always necessary.

Learn more about Named vs. Numbered Corporations.

Should I incorporate federally or provincially?

If you run an online business or carry on business across several provinces, then you might want to consider federal incorporation. Incorporating federally requires your corporation to register with the federal government and then again in every province where you conduct business. For most provinces, this will require additional fees, although some provinces are free. You will also have to file annual corporate returns for both your federal corporation and your extra-provincial registrations. Overall, federal incorporation is more expensive but comes with greater name protection for your business, as well as wider rights to conduct business across the country.

If you plan to operate your business in a single province, you can just register provincially. This is a more simple and affordable option for many businesses, but limits them geographically and does not protect the name of their business outside their province of registration. That means a company with the exact same name as you can incorporate in another province. You can always incorporate federally later, or add extra-provincial registrations if you expand out of your home province.

Learn more about Incorporating Federally vs. Provincially.

What is considered “conducting business” in another province?

Typically, you would need to register for an extra-provincial registration in a province if you have employees, facilities, offices, or other substantial assets in that jurisdiction. Simply making sales of goods or services, or even entering into contracts does not necessarily mean that you need to register in that province. Your lawyer will be able to determine if you require any extra-provincial registrations.

Learn more about "Conducting Business".

How long does an incorporation take?

Lawyer Assisted Incorporations can vary depending on your needs. Your Good Lawyer will give you an estimated completion date once they know what you need. It can be as fast as a few days, or take a multiple weeks.

What about forming a cooperative, non-profit, or sole proprietorship instead?

There are huge differences between these business structures and corporations. If you’re interested in forming a non-profit, co-op, sole proprietorship, or other non-traditional business structure we recommend booking an Legal Strategy Session with a Good Lawyer to figure out what’s best for your business and personal goals.

Are there any disadvantages to incorporating?

While incorporating is generally a good idea for most businesses, it does have some drawbacks. Firstly, it’s expensive to incorporate and the legally required maintenance of your corporation has annual fees. Secondly, corporations must file and pay taxes annually. Finally, incorporating often comes with other legal needs such as drafting Shareholder Agreements.

Where can I learn more about Incorporation?

If you'd like to learn more about incorporation, check out some of our relevant blog posts below:

• "When Should I Incorporate?"
• "Articles of Incorporation"

---

---

Still have some questions?

Book a free Legal Concierge™ service