Canadian Business Registrations

Let us help you get it done right and save time and money.

Corporation DBAs Non-profit Help me choose

Registration

Registrations explained

When starting a business everyone knows that you need to “register” your business with the government. But it can get really confusing because there are many different kinds of “registrations” and people or websites don’t always distinguish between them. The type of registration depends on the legal structure or type of your business.

Sole Proprietorship

A sole proprietorship is the simplest form of operating a business that is owned by one individual. The business has no existence apart from the owner. The owner is responsible for making all of the business decisions, earns all the profits, but also assumes all of the risks and obligations.

Sole Proprietorships

Partnership

A partnership is created when two or more people agree to share in the profit and losses of a business. It’s like a sole proprietorship but with 2 or more owners.

Partnerships

Corporation

Corporations are the preferred legal structure for businesses. They are a distinct legal person from its owners. The principal advantages of a corporation include limited personal liability protection for its owners, offers the most flexibility to raise capital from investors and can provide tax flexibility and advantages.

Corporations

Non-Profits

Non-profits are associations and organizations that are formed by individuals in order to pursue a common goal and are often dedicated to advocating for a specific group or furthering a specific social cause operating for the benefit of others. In other words, its objective is not to make money for its owners or members. A non-profit organization uses its surplus revenues to further achieve its purpose or mission, rather than distributing its surplus income to the organization's members as profit.

Non-profits

DBA Registration

DBA is an acronym that stands for "doing business as." DBA registration is a way to give your business a name that's different from your personal name or the legal name of your business corporation. For example, if your personal name is John Smith and you sell an App, you can brand or sell you product or service as “Could Tiger App”. In this case your DBA registration would be a sole proprietorship. If you conduct your business through a corporation and its legal name is John Smith App Development Inc., you could likewise register the DBA for your corporation.

Sole Prop DBA Corporation DBA

Corporation vs DBA vs Partnership vs non-profit: Which is for me?

Let CorpCentre simplify the options for you as you make one of the most important decisions

Help me choose

Business Structures

Name Search before registering your business

Several important differences between a corporation and a DBA

Name Report

To register your business, a business name search report is generally required. These reports are used to determine the availability of a business name by searching the relevant databases or registries listing any similar or possibly confusing existing business names and trademarks.

This is true regardless of the legal structure or type your business is.

‍

Get a Name Report

Preliminary Searches

Pre-searches save you time and money by eliminating proposed names with exact matches before you pay for a NUANS Report. Why spend money on multiple reports, conduct pre-searches to help determine name availability. Then once you are more confident the name is available, order your NUANS Report.

Get Real-Time Pre-Searches

To find out more about which business structure is best for your click here.

Ready to start your corporation?

File your incorporation with CorpCentre, Canada’s leading national filing service

Incorporate Now Start Business Start Business

Get a DBA Registration

Your business name is your brand. Apply for a “doing business as” (DBA) name and make yours memorable. Starts at $49 + filing fees.

FAQ

Frequently Asked Questions

Thank you! Your submission has been received!

Oops! Something went wrong while submitting the form.

Non Profit Corporation

One of the most important factors for any non-profit corporation when deciding to incorporate is the cost of incorporation. The jurisdiction of incorporation will automatically become criteria for decision because government fees are not the same.

Below are the current government incorporation fees for non-profit corporations in Canadian jurisdictions:

Jurisdiction	Government Fee
Federal	$250
Alberta	$75
British Columbia	$100
Manitoba	$350
Newfoundland	$270
New Brunswick	$262
Nova Scotia	$200
Ontario	$155
Quebec	$389
Saskatchewan	$65
Yukon Territory	$50

Moreover, if you are incorporating a federal corporation, you must also register extra-provincially. Currently, the extra-provincial registration fees for a federal corporation which has its registered office in that province are (these are in addition to the federal incorporation fee of $250 indicated above):

Province	Extra-provincial Registration Fee
Alberta	$275
British Columbia	$351.50
Manitoba	$350
Newfoundland	$260
New Brunswick	$212
Nova Scotia	$274.10
Northwest Territories	$100
Ontario	$0
Prince Edward Island	$275
Quebec	$40
Saskatchewan	$65
Yukon Territory	$50

Incorporation

One of the most important factors for small businesses when deciding to incorporate is the cost of incorporation. The jurisdiction of incorporation will automatically become criteria for decision because government fees are not the same.

Below are the current government incorporation fees Canadian jurisdictions:

Jurisdiction	Government Fees
Federal	$200
Alberta	$450
British Columbia	$352
Manitoba	$300
New Brunswick	$312
Newfoundland	$300
Nova Scotia	$417
Ontario	$300
Prince Edward Island	$265
Quebec	$389
Saskatchewan	$265

Moreover, if you are incorporating a federal corporation, you must also register extra-provincially. Currently, the provincial fees for a federal corporation which has its registered office in that province are (these are in addition to the federal incorporation fee of $200 indicated above):

Province	Extra-provincial Registration Fee
Alberta	$395
British Columbia	$391 (including name search $39)
Manitoba	$349 (including name search $49)
Newfoundland	$560
New Brunswick	$212
Nova Scotia	$252
Northwest Territories	$300
Ontario	N/A
Prince Edward Island	$260
Quebec	$308
Saskatchewan	$340 (including name search $75)
Yukon Territory	$335

In most cases, it is more expensive to incorporate a federal corporation. The one exception is Ontario where there is no provincial registration fee.

‍

IN FACT, IT IS LESS EXPENSIVE TO INCORPORATE A FEDERAL CORPORATION THAN AN ONTARIO CORPORATION IN ONTARIO.

‍

Moreover, there are annual filings. With a federal corporation, there would be 2 annual corporate report filings ($20–40 per year). For provincial corporations there would only be 1 annual report.

Non Profit Corporation

This depends on the jurisdiction of incorporation. Below are the current government incorporation approximate delays for non-profit corporations in Canadian jurisdictions:

Jurisdiction	Standard Processing	Expedited Processing (Additional fees apply)
Federal	30 days	N/A
Alberta	10 days	5 days
British Columbia	40 days	20 days
Manitoba	30 days	15 days
Newfoundland	30 days	N/A
New Brunswick	30 days	15 days
Nova Scotia	30 days	N/A
Ontario	60 days	15 days
Quebec	26 days	12 days
Saskatchewan	30 days	15 days

Incorporation

Another important factor when deciding to incorporate is the time it takes. Some jurisdictions are significantly faster than others. Below are the standard processing delays (in business days) that it takes to obtain a certificate of incorporation following the submission of articles of incorporation. Please note additional delays may be due to name approvals.

Jurisdiction	Standard Processing	Expedited Processing (Additional fees apply)
Federal	5 days	2 days
Alberta	5 days	3 days
British Columbia	10 days	7 days
Manitoba	15 days	6 days
New Brunswick	10 days	N/A
Newfoundland	21 days	N/A
Nova Scotia	21 days	N/A
Ontario	5 days	2 days
Prince Edward Island	15 days	N/A
Quebec *	6 days	3 days
Saskatchewan **	30 days	15 days

* Please be advised that the trade name will be filed at the time of incorporation, however, there is a government processing time of approximately 14 business days before the trade name is officially approved.

‍

Protection of Corporate Name and Its Use

The federal corporation has probably the most stringent criteria in granting the right to use a name as the corporation's legal name. There are many factors that are taken into account by federal corporation examiners. Once the name is approved, it provides a significant amount of legal protection, although less than trademarks.

Most provinces offer very little protection of use, and will grant almost any name provided it is not identical. Moreover, if there is any protection, it is limited to that province, unlike federal corporations which afford Canada wide protection.

For example, a federal corporation with its registered office is Ontario is entitled to carry on business must file certain corporate information with the Ontario government. If the corporation uses a name other than its corporate name, this must be registered as well, under the Business Names Act. The Ontario government charges $60 for a five year registration.

In fact, for the best legal protection of a business name, its best to register a trademark.
Click here to learn more.

Compliance

As a general rule, only physical persons (i.e., individuals) are eligible to be directors of a corporation. Not all physical persons, though, can become directors. In fact, there are physical persons who are generally prohibited from becoming directors, namely:

persons under 18 years of age;
persons over 18 years of age who are under tutorship or guardianship or are otherwise incapacitated; and
in certain jurisdictions, undischarged bankrupts.

IIf a person elected as a director fails to meet the necessary eligibility requirements described above at any time during his/her mandate, his/her election may be considered null and he/she would no longer be deemed a director. On the other hand, past acts of this director cannot generally be annulled on the sole ground that he/she was disqualified as a director.

Unless the corporation's Articles of Incorporation provide otherwise, a director is not required to be a shareholder of the corporation. In addition, certain jurisdictions require a director to be a Canadian resident - see below.

Jurisdiction	Canadian Residency Requirement
Federal	At least 25% of the directors must be Canadian residents
Alberta	None
British Columbia	None
Manitoba	Majority of directors must be Canadian residents
New Brunswick	None
Newfoundland	Majority of directors must be Canadian residents
Nova Scotia	None
Ontario	None
Prince Edward Island	None
Quebec	None
Saskatchewan	Majority of directors must be Canadian residents and at least 1 director must be resident of Saskatchewan

Incorporation

Another factor that can be important in deciding where to incorporate is the Canadian residency requirements of each jurisdiction. This is especially relevant to foreigners starting a business in Canada. If these requirements are not satisfied, you cannot incorporate in that jurisdiction.

There are no legal requirements that shareholders be Canadian residents, although there may be tax implications for the shareholder or the corporation.

Below are the director residency requirements for each Canadian jurisdiction:

Jurisdiction	Residency Requirements
Federal	At least 25% must be resident Canadians
Alberta	None
British Columbia	None
Manitoba	At least 25% must be resident Canadians
Newfoundland	At least 25% must be resident Canadians
New Brunswick	None
Nova Scotia	None
Ontario	None
Prince Edward Island	None
Quebec	None
Saskatchewan	At least 25% must be resident Canadians; at least one director must be ordinarily resident of Saskatchewan

Canadian Trademark

In Canada, registration of a trademark consists of having the trademark entered on the Trademarks Register of the Trademarks Office of the Canadian Intellectual Property Office of Industry Canada. The entire process takes approximately eight to ten (12-18) months, unless there are opposition proceedings, in which case the process can be much longer.

In Canada, a trademark is registered by filing an application with the Trademarks Office together with a non-refundable fee of two hundred and fifty dollars ($250.00) for each trademark applied for. While it is possible to file an application for registration of a trademark that is not yet in use somewhere in Canada, the trademark must be in use in Canada before actual registration can occur.

An application for registration of a trademark must include a detailed description, in normal commercial terms, of the wares or services in relation to which the trademark is used.

Within a couple of weeks of receiving an application for registration of a trademark, the Trademarks Office will issue a confirmation of receipt of the application. Within the following month or two, the Trademarks Office examiners then carry out a search of trademark records for potentially conflicting marks. Should there be no apparent conflict, the examiners then make an initial determination as to the registrability of the trademark, assessing such characteristics as whether the trademark is "clearly descriptive" or "deceptively mis-descriptive". They will also decide whether the description of the wares or services complies with the regulations and is in normal commercial terms. The examiners advise the applicant of any adverse findings.

Once past the conflict search stage and initial determination of registrability, the trademark information is published in the Trademarks Journal. Any interested party may then make representations to the Trademarks Office, such as filing an opposition against registration of the trademark owing to alleged confusion with an existing mark. Should this happen, opposition proceedings can, if successful, bring the application process to an end or otherwise delay the registration process for eighteen (18) months or more.

If the Trademarks Office receives no objection within approximately three (3) months of publication in the Trademarks Journal, the Trademarks Office issues a notice of allowance of the application for registration.

TTo proceed to the final step of registration, a fee of two hundred dollars ($200.00) per trademark must be paid by the applicant within six (6) months of the date of the notice of allowance. Upon receipt of the registration fees, the Trademarks Office will issue a certificate of registration for each duly registered trademark.

US Trademarks

U.S. trademark applications can take anywhere from 12-18 months from time of initial filing to approval for registration. However, this timeline make take additional time depending on the specifics of each application, the timeliness of responses by the applicant and whether opposition proceedings are commenced and litigated. Below is a summary of the general steps of a filing of a U.S. trademark application with the USPTO.

‍

US TRADEMARK APPLICATION PROCESS

There are two types of trademark registration applications in the United States Patent and Trademark Office (USPTO).

‍

Use Application. If you are engaged in “commercial use” of your trademark, a “Use Application” may be filed. “Commercial Use” means that you have sold or delivered goods, or rendered services in the United States under the trademark. The application must state the date of first Commercial Use and must include a “specimen” of the trademark. A specimen is digital image of a label, packaging, photo of the product showing the trademark or advertising of services showing the trademark and describing the services. When your application is approved, your trademark is registered and the USPTO issues a Certificate of Registration. Your trademark protection is retroactive to the date of first Commercial Use stated in your application.

‍

Intent-To-Use Application. If, like most applicants, you have not yet started selling products or services in the United States at the time of application, you may file an Intent-To-Use application. It does not require a date of first Commercial Use or a specimen in the application. When your application is approved, the USPTO issues a Notice of Allowance. You must then file a Statement of Use indicating the date of first Commercial Use and providing a specimen. Upon acceptance of the Statement of Use, your trademark is registered and the USPTO issues a Certificate of Registration. Your trademark protection is retroactive to the date of the application.

Screening and Filing

‍

All services before the USPTO for your trademark are conducted by our affiliated US attorneys. The Attorneys conduct a screening of the USPTO database for identical or highly similar registered trademarks that will likely block registration of your trademark and provide to you a written report. If the screening concludes that an application is not viable, the Attorneys will screen an additional trademark of your choice without additional charge.

‍

When your trademark has been successfully screened, the Attorneys will prepare the application including the identification of products or services. This can be an important decision affecting approval of the application. If it is a Use Application, the attorneys will assist in selecting a specimen and date of first Commercial Use. The attorneys will electronically file the application and transmit any specimen. The USPTO will assign a Serial Number to the application. The Attorneys are the Attorneys of Record for the application and will handle all communications with the USPTO until registration or final refusal.

‍

Examining Attorney Review

‍

A USPTO Examining Attorney will review the application. It typically takes three to four months for your application to be assigned to an Examining Attorney. Registration of your trademark will be refused if the Examining Attorney concludes that there is a likelihood of confusion between your trademark and an existing registered trademark. The appearance, sound and meanings of the trademarks are considered as well as the products or services. Registration may also be refused if your trademark is deemed to be merely descriptive of your products or services. It is also common for an Examining Attorney to require minor changes to an application or request additional information. The Attorneys handle initial refusals, communications and change requests without additional charge.

‍

Publication

‍

If no refusals or additional requirements are identified, or if any refusals or other requirements are satisfied, the Examining Attorney approves your trademark for publication in the Official Gazette. Publication in the Official Gazette commences a thirty-day Opposition Period. During the Opposition Period, members of the public may file an Opposition Proceeding to oppose registration of your trademark. They may also obtain extensions of the Opposition Period. Opposition Proceedings are expensive, complex proceedings that are commenced in a relatively small number of applications.

‍

Final Processing

‍

Use Application

‍

Within approximately three to four months after your trademark is published in the Official Gazette, if no opposition was filed or any opposition is unsuccessful, then the USPTO registers your trademark and issues a Certificate of Registration with a Registration Date and Registration Number. We will send the original Certificate of Registration to you.

‍

Intent-To-Use Application

‍

Within approximately three to four months after your trademark is published in the Official Gazette, if no opposition was filed or any opposition is unsuccessful, then the USPTO issues a Notice of Allowance. Within six months of the Notice of Allowance, the Attorneys must file for you a Statement of Use (fees apply). The Statement of Use states the first approximate date of first Commercial Use in the United States and provides a specimen of the trademark. If you have not yet commenced Commercial Use in the United States or cannot provide a specimen of the trademark within six months of the Notice of Allowance, the Attorneys may apply for a six-month Extension (which is routinely granted). Additional, consecutive six-month Extension Requests may be filed up to a total of the expiration of three years following the Statement of Use (fees apply).

‍

Upon the acceptance of a Statement of Use, the USPTO registers the trademark and issues a Certificate of Registration with a Registration Date and Registration Number. We will send the original Certificate of Registration to you.

‍

Once your trademark has been registered or your application has been finally refused, our affiliated Attorneys are no longer the Attorneys of Record and your contact information (as listed in the application) will be the contact information for future correspondence by the USPTO or third parties concerning the trademark.

‍

After Your Trademark is Registered

‍

Registration owner files declaration: Between the beginning and end of the 6-year period after the registration date, the registration owner must file a Declaration of Continued Use (fees apply). Failure to do so will result in the cancellation of the registration.

‍

Registration owner files Declaration/Renewal: Within one year before the end of every 10-year period after the registration date, the registration owner must file a Declaration of Continued Use and Application for Renewal (fees apply). Failure to do so will result in cancellation or expiration of your registration.

‍

Our affiliated Attorneys are happy to assist you with these Post-Registration filings.

Incorporation

Choosing a corporate name is probably the most difficult task of incorporating a business. Every corporation must have an acceptable name at the time of their incorporation because the corporation will then exercise its rights and carry out its obligations under this name. All corporate names must conform to various statutory requirements.

The most common concern when trying to select a corporate name is that corporate name cannot be identical to or lead to confusion with another corporation or business already using an identical or similar name.

A corporate name is generally made up of 3 parts:

Distinctive element;

Descriptive element; and

a legal ending.

The distinctive element of the name is the part that makes distinctive from other corporations, i.e. what makes them different. The more different or fanciful the name the better.

The descriptive element describes the main activities or type of business of the corporations.

The legal ending indicates that it is in fact a legal corporation and not just a business registration or partnership. You can choose from the following words: Incorporated, Limited and Corporation, or their respective abbreviations: Inc., Ltd. and Corp.

All corporations MUST have a distinctive element and a legal ending to their names. Some corporations choose not to have a descriptive element.

For example, in the name "Tiger Computers Inc." the word "Tiger" is the distinctive element; the word "Computers" is the descriptive element; and the "Inc." is the legal ending.

Below are other examples of corporations' names:

Type of Name	Distinctive Element	Descriptive Element	Legal Ending
Coined Word	Zazoul Golem Entarpa	Video Rentals Management Software	Inc. Ltd. Corp.
Family Word	Wilson J. Fedders Lee	Holdings Restaurant Cleaners	Incorporated Limited Corporation
Descriptive Name	Smart Big and Tall Budget	Systems Clothing Catering	Inc. Corp. Ltd.
Geographic Word	Toronto Ontario Montreal	Perfumes Web Marketing Computer Depot	Incorporated Limited Corporation
General Name	General AAA Neighbourhood	Trucking Rentals Enterprises	Inc. Corp. Ltd.
Distinctive Only	Ashkar BlueCell iFast	- - -	Incorporated Limited Corporation

To increase the chances of your proposed name being accepted or not be in conflict with another business or corporate name or trademark, it is recommended that you choose a name that both accurately describes your business and is as specific and distinct as possible. If your proposed corporate name uses common or popular names, the chances of it being accepted are decreased dramatically. Furthermore, you may be prohibited from using a corporate name, which is either identical or deceptively similar to one that is already used by another corporation or competitor in your jurisdiction.

Non Profit Corporation

The courts have identified four general categories of charitable purposes. For an organization to be registered, its purposes have to fall within one or more of the following categories:

the relief of poverty;
the advancement of education;
the advancement of religion; or
certain other purposes that benefit the community in a way the courts have said are charitable.

The relief of poverty

Organizations established for the relief of poverty include food banks, soup kitchens, as well as enterprises that supply low-cost rental housing, clothing, furniture, and appliances to the poor.

The advancement of education

The courts recognize a purpose or activity as advancing education in the charitable sense if it involves formal training of the mind or formal instruction, or if it prepares a person for a career, or if it improves a useful branch of human knowledge. Only providing information is not accepted by the courts as educational; training or instruction also have to be offered. The advancement of education includes:

establishing and operating schools, colleges, universities, and other similar institutions;
establishing academic chairs and lectureships;
providing scholarships, bursaries, and prizes for scholastic achievement;
undertaking research in a recognized field of knowledge (The research must be carried out for educational purposes and the results must be made available to the public.);
advancing science and scientific institutions, including maintaining learned societies (Professional associations or other societies that primarily provide benefits to members are not considered charitable.);
providing and maintaining museums and public art galleries.

The courts have ruled that an activity which advances education should involve a full and fair presentation of the facts so people can draw their own conclusions. If an organization intends to influence the opinion or actions of the public toward one side of a controversial issue, it is not advancing education in the charitable sense. For this reason, an advocacy group would not qualify as a charity.

The advancement of religion

This category refers to promoting the spiritual teachings of a religious body, and maintaining the doctrines and spiritual observances on which those teachings are based. There has to be an element of theistic worship, which means the worship of a deity or deities in the spiritual sense. To foster a belief in proper morals or ethics alone is not enough to qualify as a charity under this category. A religious body is considered charitable when its activities serve religious purposes for the public good. The beliefs and practices cannot be what the courts consider subversive or immoral.

Other activities that advance religion include:

organizing and providing religious instruction, and performing pastoral and missionary work; and
establishing and maintaining buildings for worship and other religious use.

Purposes beneficial to the community

This category includes various purposes that do not fall within the other categories, but which the courts have decided are charitable. However, not all purposes that benefit the public are charitable. For example, a property-owners' association or community association might not qualify. Organizations that normally qualify as charitable include those with the following purposes:

providing immediate relief to victims of natural disasters or sudden catastrophes (e.g., floods, earthquakes, and tornadoes);
relieving suffering or disability caused by old age, which includes providing facilities for the care, maintenance, and rehabilitation of the elderly;
preventing and relieving sickness and disability, both physical and mental (e.g., services performed by hospitals, clinics, nursing and convalescent homes, the provision of home care services and the establishment of workshops or other centres for disabled people);
providing rental housing and related facilities for people with special needs (e.g., homes for disabled people);
preserving the environment;
protecting the welfare of children (e.g., societies for the prevention of child abuse);
providing counselling services for people in distress;
rehabilitating victims of substance abuse and preventing substance abuse;
providing certain public amenities to benefit the community;
establishing safety rescue operations or a volunteer fire department; and
establishing humane societies, animal shelters, and similar institutions to prevent cruelty to animals.

Compliance

A director must, in the performance of his/her duties, satisfy all the obligations imposed upon him/her by law as well as the corporation's Articles of Incorporation and By-Laws, and he/she must act within the limits of the powers conferred upon him/her.

Act With Prudence And Diligence

Legislation typically requires every director to exercise reasonable care and prudence, while taking into account the director's competence, experience and position in the corporation. This statutory duty does not require a director to be competent per se, but it obliges a director to do his/her best, given that person's competence and business sense. A director must also act with diligence in order to compensate for any weakness he/she might have by seeking the aid of qualified advisors.

Honesty And Loyalty

Legislation also often imposes a good faith requirement upon all directors by obliging them to act with honesty and loyalty and in the best interest of the corporation. Unless he/she is expressly authorized to do so by the corporation, a director cannot mingle the corporation's property (tangible or intangible) with his/her own, as well as use any of the corporation's property or information he/she obtains by reason of his/her duties for his/her own profit or that of a third party.

A director must also generally avoid placing him/herself in a conflict of interest position (i.e., his/her personal interest is in conflict with his/her obligation as director). Consequently, a director must notify the corporation of any interest he/she has in an enterprise or association that may place him/her in a conflict of interest. The nature and value of this interest must be declared and recorded in the minutes of the meeting of the board of directors.

A director must also generally inform the corporation of any contracts he/she entered into with said corporation or the acquisition of any rights in property under his/her administration. The nature and value of the rights he/she acquired must be declared and recorded in the minutes of the meeting of the board of directors and he/she must abstain from discussing and voting on the matter unless it concerns the remuneration or conditions of employment of the director.

Where the director fails to give information correctly and immediately of an acquisition or a contract, the corporation, or a member thereof, may sometimes apply to the court to annul the act or order the director to render an accounting and to remit the profit realized to the corporation.

Exceptional Liabilities

Legislation sometimes provides that money that is distributed by the corporation for the improper payment of a dividend or loan to a shareholder, the improper acquisition or payment of shares, or the improper repurchase or redemption of shares, can be recovered from its directors.

A director who is present at the meeting where the improper distribution of money was approved of may be deemed to have approved of any resolution or participated in any measure taken at that meeting, unless he/she demands at the meeting that his/her dissent be registered in the minutes or he/she notifies the secretary of the meeting in writing of his/her dissent before the adjournment of the meeting.

Dissolution Of Corporation

Legislation often holds directors of a corporation jointly and severally liable for the debts of the corporation existing at the time of dissolution, to every creditor who has not given his/her consent to the dissolution. A director can sometimes exonerate him/herself from liability by proving he/she had acted in good faith.

Improper Transfer Of Shares

If directors consent to the transfer of shares without the entire amount being paid and the person does not have the means to pay the shares in full, legislation generally holds that the directors are jointly and severally liable to the corporation's creditors.

A director can sometimes exonerate him/herself if within a certain prescribed period of becoming aware of the improper transfer, the director protests in the minutes of the meeting, and then publishes this protest in a newspaper published at the place in which the registered office is located.

Employees' Wages

Directors may be jointly and severally liable to its employees for wages due for services rendered to the corporation while they were directors.

Fraud

If the corporation commits fraud, any interested person (e.g., shareholder, creditor, supplier) may hold the directors who participated in the alleged act or derived personal profit from it liable for any damage suffered by the corporation.

Environmental Legislation

As a general rule, every director who orders, authorizes, advises or encourages the corporation to refuse or neglect to comply with an order not to emit, deposit, release or discharge a contaminant into the environment may contravene a provision of applicable legislation or its regulations, and may commit an offence and is liable to various fines and/or a prison term.

Tax Matters

As a general rule, if a corporation fails to either deduct, withhold, remit or pay the amounts required to the Receiver General pursuant to the Income Tax Act or to remit the GST as required by the Excise Tax Act, the directors of the corporation at that time are jointly and severally liable, together with the corporation, to pay the amount due as well as any interest or penalty charges. However, directors will typically only be held liable to pay these amounts in cases of liquidation, dissolution or bankruptcy of the corporation or following an unsatisfied execution against the corporation.

A director can sometimes exonerate him/herself from liability by proving he/she exercised the degree of care, diligence and skill to prevent the failure that a reasonably prudent person would have exercised in comparable circumstances.

Compliance

Every year, the corporation must update the information provided in its initial filing by reporting an annual filing. The annual filing, which is mailed to the corporation, must be filed within the prescribed dates. The annual filing must be accompanied by the amount of the annual filing fee (amount varies depending on jurisdiction - see below). However, if the annual filing is not filed within the prescribed delay, a penalty fee may be incurred. If a corporation fails to file its annual filing, the government body or department can send a notice stating that if the corporation does not file the missing annual filing, the corporation may be struck off government records or even dissolved. As such, corporations should pay careful attention to filing deadlines. CorporationCentre.ca offers maintenance services which facilitate these annual filings (create link to maintenance).

The government fees will vary depending on the jurisdiction of your corporation. Below is a chart outlining the current annual government filing fees for each jurisdiction.

Jurisdiction	Current Annual Government Fees
Federal	$25
Alberta	$73
British Columbia	$45
Manitoba	$65
New Brunswick	$60
Newfoundland	$100
Nova Scotia	$119
Ontario	$22
Prince Edward Island	$30
Quebec	$89
Saskatchewan	$50

Compliance

There are two types of shareholders' meetings: (a) the annual shareholders' meeting; and (b) the special meeting.

Annual Shareholders' Meetings

Legislation typically requires that a shareholders' meeting take place on an annual basis. The meeting is held at the time provided for in the corporation's Articles of Incorporation or By-Laws. In most cases, the corporation's By-Laws provide the directors with a great amount of latitude as to when the meeting is to be held.

The corporation's Articles of Incorporation or By-Laws usually stipulate where the meeting is to take place. If no place is specified, the meeting is held at the registered office of the corporation.

Unless there are provisions to the contrary in the Articles of Incorporation or By-Laws, notice of the time and place of the meeting must be given beforehand by registered or certified mail to each shareholder at his/her last known address. A shareholder can waive the notice requirement with respect to the holding of the shareholders' meeting by either signing a written waiver or attending the meeting.

During the annual shareholders' meeting, the shareholders perform the following tasks:

receive, study and approve the balance sheet and other financial statements submitted to them by the board of directors as well as the auditor's report;
ratify resolutions adopted by the directors during the year;
elect directors for the upcoming year;
in small corporations, ratify all acts done by directors and officers during the past year; and
appoint auditors. Shareholders of a private corporation may, in certain jurisdictions, decide by way of resolution not to appoint an auditor. This resolution, which remains valid until the next annual meeting, may require the consent of all shareholders including those who are not entitled to vote. The auditor, whose term of office expires at the next annual meeting, is generally a chartered accountant and is not a director or officer of the corporation. His/her remuneration is fixed by the shareholders, but this power is often delegated to the directors.

Special Meetings

Shareholders can also meet under exceptional circumstances. A special meeting can be called by the shareholders, directors or a judge.

meeting convened by shareholders
At any given time, the shareholders might wish to meet in order to discuss urgent problems and take all steps that are necessary. The secretary of the corporation must receive a written request signed by a minimum percentage of the holders of the subscribed shares of the corporation, describing the objects of the proposed meeting. The director must then convene a special meeting to discuss the matters mentioned in the written request.
meeting convened by directors
The notice of the meeting must state the business that is to be discussed and it must be sent to the shareholders in accordance with the corporation's By-Laws. If there are no specific provisions with respect to the notice requirement, the rules regarding the annual shareholders' meetings would generally apply.

meeting convened by a judge
When a compromise or arrangement is proposed between the corporation and its shareholders which affects the rights of shareholders, a judge sitting in the district where the corporation has its registered office, may, in certain circumstances, on application by the corporation or any shareholder, order a shareholders' meeting or a meeting of any class of shareholders in a manner as directed by the judge.

Canadian Business Registrations

Registrations explained

Sole Proprietorship

Partnership

Corporation

Non-Profits

DBA Registration

Corporation vs DBA vs Partnership vs non-profit: Which is for me?

Name Search before registering your business

Name Report

Preliminary Searches

Ready to start your corporation?

Get a DBA Registration

Frequently Asked Questions

What is a Corporation?

What is a Sole Proprietorship?

What is a Non-Profit Corporation?

What is a Trade-Mark?

What is corporate compliance or maintenance?

What is a Trade-Mark?

How is a corporation formed?

How is “Doing Business As” (DBAs) registration different from a Sole Proprietorship Registration?

Why Incorporate a Non-Profit Corporation?

What are the Criteria for determining a "Good" Trade-Mark?

When do I need to inform the government of corporate changes and updates?

What are the Criteria for determining a "Good" Trade-Mark?

What is the difference between a corporation and a DBA (Doing Business As)/Sole Proprietorship?

What are the Advantages of Sole Proprietorships?

Where to Incorporate?

How do I Select a "Good" Trade-Mark?

What internal company records does a corporation need to keep?

What “classes” should I include with my trademark application?

Should I Incorporate my Business?

What are the Drawbacks of Sole Proprietorships?

What are the Steps to Form a Non-Profit Corporation?

Should I register my Design as a Trade-Mark?

What is a Corporation?

What are the different classes to choose from for my goods or services?

Where Should I Incorporate My Business?

What are the differences between a DBA/Sole Proprietorship and a Corporation?

What Are the Fees to Incorporate a Non-Profit Corporation?

What Protection is Awarded by Registering a Trade-Mark?

What is a Director?

How do I Select a "Good" Trade-Mark?

How much does it cost to incorporate a corporation?

Do I need to Name Search before Registering a Sole Proprietorship?

What Are the Delays when Incorporating a Non-Profit incorporation?

How many Directors must a Corporation have?

Should I register my Design as a Trade-Mark?

What “classes” should I include with my trademark application?

How long does it take to incorporate a corporation?

Are Sole Proprietorship Registrations the same as Tax Registration?

How Many People Are Needed to Incorporate a Non-Profit Corporation?

Who is eligible to become a Director?

What Protection is Awarded by Registering a Trade-Mark?

What are the different classes to choose from for my goods or services?

Are there any residency requirements for corporations?

What are the government fees with a Sole Proprietorship Registration, and how long does it take?

How Do I Select a Name?

How Does the Trade-Mark Registration Process Work?

How Do People Become Directors?

How Does the Trade-Mark Registration Process Work?

Do I Need a Lawyer to Incorporate?

What is a Partnership Registration?

How do I Apply to Obtain Charitable Status for my Non-Profit Corporation?

Do I Need to use the "TM" or "®" for my Trade-Mark

How Are Vacancies on the Board of Directors Filled?

Do I Need to use the "TM" or "®" for my Trade-Mark?

How to Select a Corporation's Name?

Are there Different Types of Partnerships?

What Objects and Purposes are Acceptable for Charitable Status?

How Long is my Registration Good For?

How are Directors Removed from the Board of Directors?

How Long is my Registration Good For?

What am I not allowed to include in a corporation name?

What are charitable purposes?

What are the Government Fees for a Trade-Mark Application and Registration?

Can a Director Resign?

What are the Government Fees for a Trade-Mark Application and Registration?

What is a "Named" Corporation?