Start Business • Compliance FAQ

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.

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

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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.

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.

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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.
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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

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.

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