Amalgamation

Long Form Amalgamation: This involves the amalgamation of two or more corporations, which is duly approved through a signed agreement adopted by a special resolution of the shareholders. Short Form Amalgamation: This is approved by a resolution from the directors of both corporations. It can occur either as an amalgamation of a parent corporation with one or more subsidiaries (vertical) or as the amalgamation of two or more subsidiaries (horizontal).

Choose Short Form Amalgamation if one corporation is wholly owned by another (a short-form vertical amalgamation) or if all amalgamating corporations are wholly owned subsidiaries of the same holding corporation (a short-form horizontal amalgamation). If the amalgamating corporations do not meet the criteria for a short-form amalgamation, proceed with the long-form amalgamation.

A federal corporation can be established in 2 business hours, whether it's a named or numbered corporation, depending on your chosen service speed. If you select the 2-hour service, you will receive the documents (certificate, articles, bylaws, minute book, etc.) via email within that timeframe.

Yes. We offer three options for articles of incorporation: standard, advanced and customized.

• Standard Articles of Incorporation (commonly used) : is free and includes unlimited common voting shares with no specific share class.
• Advanced Articles of Incorporation ($39): includes class A common voting and class B common non-voting shares.
• Customized Articles of Incorporation ($150) let's you to input your own text (e.g., share rights, limitations, preferred shares, common shares, custom share class names, etc.).

All our articles are prepared and checked by our legal and accounting team.

Our corporation specialists, along with our legal and accounting team, prepare the articles of incorporation, bylaws, and other necessary documents. We take pride in having incorporated thousands of companies in Canada since 2002.

A minute book is a corporate legal document prepared by our legal and accounting team. According to the Corporations Act, a minute book is MANDATORY. It includes bylaws, share structure, and other legal sections. It is necessary for opening a bank account; without it, the corporation is not considered complete. The minute book must be presented during a corporate audit. Click here to see more pictures of Share Certificate.

Share certificates serve as the legal and official proof of ownership of a corporation. You will need them for any official purposes, such as banking, contracts, mortgages, etc. They are highly recommended if you have more than one shareholder. We will also provide some blank certificates that can be used in the future if you decide to add any other individuals (such as a spouse, child, or friend) as shareholders. Click here to see more pictures of Share Certificate.

A corporate seal is an embossed seal used to protect the business against fraudulent activities. It has legal value in preventing the false representation of your business. Traditionally, corporate seals are used on contracts, share certificates, bank documents, land titles, and more. It is highly recommended if your company engages in frequent transactions or issues receipts, invoices, and other documents such as loan contracts, mortgage applications, employment contracts, service agreements, or any subcontracts. Click here to see more pictures of Corporate Seal.

All corporations must obtain a Business Number (MANDATORY) from the Canada Revenue Agency (CRA). The Business Number is also referred to as an RC number (RC0001) and serves as a unique identification for your business with the CRA. A Business Number is often necessary for various activities, including entering into business contracts, setting up a payment processing account, creating a Google business account, applying for a trade name, registering an Amazon account, and filing annual corporate documents.

You only need an import/export account if you plan to import or export goods to or from outside Canada. Please note that only physical items (not services) fall under import or export regulations. If you choose this option, we will register the account and provide you with the account number.

You need import export account only if you plan to export or import from/to out side of Canada. Please note, only physical items (not service) fall under export or import. If you select, we will register this account and give you the account number.

Yes, you have the option to add a WCB (Workers' Compensation Board) account in the next step. We are a one-stop shop where you can also include additional services such as corporate supplies, domain registration, post-registration support, annual return filing, and more.

Two major benefits.

1. Tax Claimable: Expenses incurred during business setup, referred to as Business Development Expenses, are tax-deductible. In contrast, costs incurred after the business is registered are classified as operational costs and are not tax-deductible. Since these costs are mandatory filings that will occur regardless, it makes sense to include them in the package.
2. Cost Efficiency: The standard process is to handle these filings simultaneously with the incorporation, making it cheaper as part of a package. If you choose to address these services later, you will need to complete manual forms and follow a longer process, which can result in higher costs and longer processing times.

The minute book, corporate tax ID, GST/HST account, and payroll account are all mandatory. Every corporation must have a corporate tax ID, similar to an individual's SIN number. Additionally, a corporation needs a GST/HST account not only to collect GST/HST from customers but also to claim GST/HST returns on expenses incurred during incorporation, as well as on supplies, equipment, and other operational costs. A payroll account is also necessary, not only for paying employees but also for compensating the owner or family members as employees of the company. Failure to file these mandatory documents may result in the corporation becoming NULL & VOID.

Most people choose to incorporate their business as of the current date. However, the government allows for a future date of incorporation, where you can select a specific date, such as January 1st or any significant date. This future date can fall on a holiday or weekend and cannot be more than 30 days from the current date. If you opt for a future date, you will receive the incorporation confirmation document now. The government will send the certificate and articles of incorporation to us after the incorporation date, and we will then deliver them to you via email.

Most people incorporate their business as of current date. However, Government offers future date of incorporation, where you may select a certain date such as January 1st or any significant date. The future date can be regardless holiday or weekend, and cannot exceed 30 days from the current date. If you choose future date, you will receive incorporation confirmation document now. Government will send the certificate and articles of incorporation to us after the incorporation date, and then we will deliver to you by email.

A business can sell services, goods, or both to its customers. Examples of services include professional and technical services, consultancy, recreation, arts and entertainment, and social assistance, among others.

Please specify your primary and most important business activity (only one). Be concise and avoid general descriptions to prevent delays. Keep it brief and to the point to expedite the process.

Two or more corporations can come together to form a new amalgamated corporation.

All amalgamating corporations must either be from the same province or be federal corporations.

Typically, the amalgamated corporation adopts the name of the parent corporation or one of the amalgamating corporations.

For a named corporation, a valid NUANS report is required. You can either upload your existing report or request us to obtain it for you. If you choose to upload, please ensure it is a NUANS report (not a federal one). Click here to see the sample of NUANS Report.

The NUANS report is a name reservation report that serves as a proposal for 90 days. Name pre-approval is the final decision granting permission to register the name.

Note: NUANS Report VS Name Approval: Sample.

If you purchase the NUANS report and name approval from us, we will conduct a pre-search before obtaining the NUANS report. If the pre-search results are favorable, we will secure name approval immediately. However, if the pre-search indicates a conflict, we will email you to request alternative names, providing up to three suggestions at no additional cost.

Typically, a name should consist of two elements: distinctive and descriptive. The distinctive element cannot be a common English word; it should be unique or a made-up word, while the descriptive element can be common English words. For example, in "Mike Construction," 'Mike' serves as the distinctive/unique element, and 'Construction' is the descriptive element. Please provide your ideal name, and if it doesn't work, we will guide you.

There is no difference among the various legal suffixes for corporations in Canada; they all have the same rights, responsibilities, and legal status. While "Inc." and "Ltd." are commonly selected, the choice of legal suffix is entirely up to you.

A federal corporation can be established in 2 business hours, whether it's a named or numbered corporation, depending on your chosen service speed. If you opt for the 2-hour service, you will receive the documents (certificate, articles, bylaws, minute book, etc.) via email within that timeframe.

Since you selected a future date for incorporation, you will receive confirmation of your application submission based on the filing queue you chose. Your certificate and articles of incorporation will be sent to you after the effective date of incorporation.

It is the location where the business operates, which can be a rented commercial space or a home address. It cannot be a P.O. Box; it must be a physical address. CRA documents will be sent to this address.

It is the location where business is located. It can be a commercial rented place or home address. It can't be a P.O Box, must be a physical address. CRA documents will go to this address.

Yes, it can be changed later. In many instances, a residential address is provided when a commercial space has not yet been rented.

If you do not have a local provincial address, we offer registered address and mail scanning services. Please click on the form where it says, "If you don't have an address in this province, click here."

Yes, you can choose to renew it annually. Typically, the price remains the same.

Every federal amalgamation MUST register its head office in at least one province. This is REQUIRED by law to start and operate a business. Without completing provincial registration, your corporation is NOT considered complete and cannot open a bank account.

No, you cannot open a bank account without provincial registration. This means you have obtained permission only from the federal government, but not from the local provincial government where the business is located.

That is possible. However, registering it along with the federal package is the standard process, which is more cost-effective and time-efficient. If done separately later, it becomes a manual process, resulting in higher costs and longer timeframes. For example, for a federal corporation located in Ontario, registering provincially alongside the federal package costs only $125, whereas doing it later would cost $595.

Any corporation registering in Alberta must appoint an Alberta resident as an Agent for Service. This individual will be the primary contact for all communications from the government. This agent can be a director, shareholder, or officer of the corporation. If you do not have an Alberta resident available, you can appoint our Alberta attorney as your agent for an additional fee.

Yes, you can change the Agent for Service at any time. We provide this service through our website.

Yes, you can check the box on the form that says, "If you don't have an 'Agent for Service' in this province, click here."

According to the Canada Business Corporations Act, at least 25% of the directors must be Canadian citizens or permanent residents for a federal corporation. This means that if the corporation has only one director, that director must meet the Canadian residency requirement. Example 1: If the corporation has 4 directors, at least 1 of them must be a resident of Canada. Example 2: If the corporation has 5 directors, at least 2 of them must be residents of Canada.

Directors serve as the overall heads of the corporation, typically comprising all the owners. You can have more than one director (up to 5). Each director has equal authority and control over the corporation. Please note that there is no Canadian residency requirement for directors in this province; therefore, both Canadian citizens and foreign nationals can serve as directors.

Foreigners can serve as directors, incorporators, officers, or shareholders. The only requirement is that at least 25% of the directors must be Canadian citizens or permanent residents. If you are a foreigner and do not meet this requirement, please contact us. We can provide a better solution for foreigners looking to incorporate in Canada.

If you are incorporating a corporation for a client, please do not enter your name here. This space is designated for the primary owner of the corporation. We will not contact this individual; instead, we will reach out to the person listed in the billing address. You can enter your details in the billing address section during checkout.

Each director holds equal power and control over the corporation. The second director can remove the primary director, and vice versa. Therefore, you can appoint an additional director whom you trust. You also have the option to add a director at a later time.

Yes, a director can be added or removed at a later time. This can be done through our website.

A director must be an individual who is 18 years of age or older.

Foreigners can serve as directors, incorporators, officers, or shareholders. The only requirement is that at least 25% of the directors must be Canadian citizens or permanent residents. If you are a foreigner and do not meet this requirement, please reach out to us. We can provide a more suitable solution for foreigners looking to incorporate in Canada.

The incorporator is the individual or individuals under whose authority the corporation is being established. Typically, all directors serve as the incorporators.

If you are acting on behalf of a client, you may select "all directors are incorporators." We do not contact your clients directly; instead, we reach out to the person listed in the billing address. You can provide your details in the billing address section.

If you are incorporating a holding company, you may select the option "incorporator is another corporation."

Standard Articles: If you are incorporating as a sole owner and do not plan to add anyone else to the corporation (such as family, friends, or investors), a standard share structure may be sufficient.
Advanced Articles: If you are incorporating with more than one owner or expect to add additional family members in the future, or if you want to retain the option of assigning different decision-making powers to the owners, an advanced share structure may be appropriate.
Customized Articles: If you are incorporating with multiple owners and plan to include friends, outsiders, or investors in the future, a custom share structure may be the best option.

Changing Articles: Once a corporation is incorporated, its articles and share structure can be modified by filing articles of amendment, which incurs additional government and legal fees. We provide articles of amendment services through our website.

Our agents are happy to provide assistance and guidance through live chat or phone support. Please feel free to call us or start a live chat during our business hours. If you require legal consultation with our legal and accounting team, you can choose this service through our sister company (law firm).

Yes, bylaws, corporate agreements, share definitions, shareholders' information, and officers' information are mandatory components of the corporation filing. This information is outlined in the minute book. If you do not select the minute book option, the next step, "Share & Shareholders, Officers," will be skipped, assuming you will handle the minute book with another firm.

When you incorporate a company, the expenses incurred are referred to as business development expenses, which are tax-deductible. Any expenditures made after incorporation are classified as operating expenses, which are not tax-deductible. Handling these separately later involves a manual process that costs more and takes longer.

This is just the initial setup, and it can be changed later as the company grows. Most people typically use $1 as the initial price.

These are less powerful than Class A shares and are typically not issued at the outset. Some individuals may issue them when selling a portion of their shares to others.

You can specify the following three elements::
1) Share preference: common or preferred shares
2) Share type: voting or non-voting
3) Share class: A, B, C, D, etc.

If you're the sole shareholder, any number is acceptable since you own 100%. Most people choose to put 1. It can be adjusted later. If there are multiple shareholders, allocate shares proportionately.

Yes, you can add or remove shareholders at any time.

The total number of shares is determined by adding up each shareholder's individual shares. For example, if you have 60 shares and your spouse has 40, the total would be 100 shares. In this case, you hold 60% and your spouse holds 40%. If there are multiple shareholders and you want to allocate shares by percentage, set the total number of shares to 100.