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Corporations are the preferred legal structure for businesses because they offer:
- Limited personal liability protection for its owners
- Best structure to raise capital from investors
- Can provide tax flexibility and advantages


What is a corporation?
A corporation is a legal entity that is created by filing legal documents to create an entity that has a legal personality which is separate from its owners.
Every corporation is made up of owners (called shareholders) and directors and officers, people that manage the business. In small corporations the same person is usually a shareholder, director and officer
Why incorporate my business?
Corporations are the preferred legal structure for businesses because they offer:
- Limited Liability: your personal assets are protected from business creditors
- Access to Capital and Investors: Greater flexibility of ownership classes and conditions to attract investors.
- Potential Tax Flexibilities: May offer are tax advantages, including tax rates and deferments, inter-company dividends, and carry-forward losses, among others. Always speak to your accounting professionals.
- Credibility. Provides a more official image in dealings. Sometimes a business needs to be a corporation to obtain government subsidies or conduct business with them.

Corporation vs. DBA: what’s the difference?
Several important differences between a corporation and a DBA
Corporation
How its unique
- Distinct legal personality from its owners (called shareholders) so exists beyond the lifetime of any founder
- Limited liability protection for personal assets
- Best to raise capital from investors
- More flexibility regarding taxation
Drawbacks
- Higher starting and operating costs
- More compliance requirements i.e. more government filings and paperwork
DBAs - Doing Business As (Sole Proprietorship)
How its unique
- A sole proprietorship is owned by one individual and does not exist apart from the owner.
- Easiest and least expensive business to form.
- Little paperwork – business income included in personal tax returns
Drawbacks
- NO limited liability protection from personal assets
- Limited growth and investment potential
To find out more about which business structure is best for your click here.
Why use CorpCentre to incorporate your professional corporation?
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Essential
CorpCentre will prepare all incorporation documents in compliance with and required by law (Articles or Memorandum of Incorporation, Initial Notice of Directors, Initial Notice of Registered Office)
CorpCentre will file all required incorporation forms and documents with the appropriate government department, ministry or registry accompanied by the requisite government incorporation fee.
CorpCentre will also monitor the process and advise you when your corporation has been incorporated.
CorpCentre will deliver to you the Certificate of Incorporation, issued by the federal or provincial government department, ministry or registry confirming the jurisdiction, date of incorporation and constituting statute of you corporation.
Standard
We perform a search on the relevant government database to ensure it complies with legal requirements.
CorpCentre prepares essential corporate documentation including, by-laws, director and shareholder resolutions and minutes, ledgers and share certificates at incorporation.
These documents are a legal requirement in virtue of incorporation laws. Failure to properly maintain corporate governance may result in the loss of limited liability protection afforded to shareholders
Your corporation’s documents viewable 24h online in a secure environment that can be shared with bankers, lawyers, investors or others. eSignature of all your corporate documents. Never lose your minute book again!
First year included ($99/year thereafter billed annually). Opt-out anytime.
CorpCentre will prioritize your order and rush our process to complete within 4 business days. This is prior to government processing times. Click here to view government timelines.
CorpCentren will file your corporation’s corporate filings and updates (not tax filings) so that you can stay compliant.You will only have to pay government fees, if any, at the time you request thefiling or update.
First year included ($99/year thereafter billed annually). Opt-out anytime.
Complete
A Corporate Minute Book holds all your important corporate documents in one convenient registry: Premium law firm quality 3-ring binder with a hard cover with slip case, Personalization of your corporate name on the spine on a brass finished plaque, corporate dividers and ledgers
CorpCentre will prioritize your order and rush our process to complete within 2 business days. This is prior to government processing times. Click here to view government timelines.
Ready to start your corporation?
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Frequently Asked Questions
What is a Corporation?
A corporation (also called "company") is a legal entity that has its own legal personality which is distinct from its owners (called shareholders) and the individuals who manage and run its affairs and business (called directors and officers).
Every corporation is comprised of shareholders, directors and officers. Shareholders, as the name implies, are the ones who hold (i.e., own) the shares in the corporation. By reason of the votes that are usually attached to the shares, the shareholders control the corporation. If there is only one shareholder, that person has absolute control of the corporation. If the corporation has numerous shareholders, control of the corporation depends on who has a majority of the voting shares. However, the shareholders do not directly manage the corporation. They exercise their influence by electing and removing directors and approving or disapproving major corporate decisions.
In most small businesses, these distinctions are somewhat moot in that often the same person acts in all these capacities.
How is a corporation formed?
The creation of a corporation occurs following the proper filing of Articles of Incorporation with the relevant government department or registry following which a certificate of incorporation is issued. The Articles of incorporation includes information about the kind of shares the corporation can issue, the address of its business and its directors.
What is the difference between a corporation and a DBA (Doing Business As)/Sole Proprietorship?
Should I Incorporate my Business?
There are several features that are unique to a corporation which make it the favoured legal structure for many businesses. These include:
- Limited Liability. A primary advantage to incorporating a business is the limited liability conferred upon its shareholders. A shareholder's liability for the debts of the corporation is limited to the amount of funds the shareholder has invested in the corporation. Creditors only have rights against the corporation itself and not against the shareholders.
- Tax Advantages. There are tax advantages to incorporating your business, such as lower income tax rates and carrying forward losses of previous years to offset profits in subsequent years, among others.
- Raising Money. A corporation may offer greater potential sources of capital than other business forms (such as sole proprietorships and partnerships). Corporations can issue various classes of shares (in addition to other debt instruments such as bonds) to raise capital, which, typically, is more attractive to investors.
- Perpetual Existence. A corporation has the feature of perpetual existence. It is not dependent upon the life of its shareholders, directors and officers and will not be affected by changes in, deaths or retirements of its members since the corporation is considered a separate "person".
- Credibility and Prestige. Incorporation may help provide your business with credibility and prestige in its dealings.
On the other hand, incorporating your business is subject to the following formalities:
- Start-Up Costs. The initial start-up costs (i.e., government fees) may be expensive when compared to other business structures (sole proprietorships and partnerships).
- Maintaining of Corporate Records. A corporation is required to diligently maintain its corporate records and hold meetings, elect directors and provide shareholders with certain information.
- Double Taxation. Income generated by a corporation is taxed at both the corporate level and shareholder level. A corporation must pay taxes on its income and the shareholders must pay taxes on the dividends (i.e., profits they receive from the corporation). However, much of this double taxation may be minimized by offsetting the corporation's business expenses (i.e., salaries) with its income.
Where Should I Incorporate My Business?
If you have decided on a corporation, you need to choose between a provincial or federal corporation. There are advantages and disadvantages to both and there is no one best solution. Deciding which jurisdiction to choose may depend on the answers provided to these questions:
- Do you plan on doing business in more than one province?
- What percentage of the corporation's directors will be residents of Canada, if any?
- Do I want to have 2 annual corporate reports (one for federal and one for provincial)?
- Do I want to save money now for incorporation, even though it may cost me more in the long run?
The short answer is that most often it's simpler and less expensive to incorporate a provincial corporation in the province your business will be operating in.
Below are the most common factors that are used to decide where to incorporate.
How much does it cost to incorporate a corporation?
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:
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):
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.
How long does it take to incorporate a corporation?
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.
* 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.
Are there any residency requirements for corporations?
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:
Do I Need a Lawyer to Incorporate?
There is no legal requirement that a lawyer incorporate your business. You can prepare and file the government forms yourself. You may read the government forms and guides if any to assist you. Or you can choose a service like CorpCentre to file your application on your behalf. Click here to order with CorpCentre. You may of course consult with a lawyer who can specifically advise you on your specific circumstances.
How to Select a Corporation's Name?
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:
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.
What am I not allowed to include in a corporation name?
Your corporate name cannot be identical to or lead to confusion with another corporation or business already using an identical or similar name. The criteria typically used to determine if there is confusion include:
- distinctive character of each name and each of their elements
- visual and phonetic similarity
- similarity in the ideas they evoke
- manner in which the names are used
- notoriety of each name
- actual or potential competition between the corporations
- nature and quantity of goods and services offered
- territory and number of persons served by both corporations
Also, there are certain words that are typically prohibited for business corporations. These include:
- Obscene word or wording
- Co-op, co-operative or any variation
- RCMP
- Parliament Hill
- United Nations
- Red Cross
- Housing
- Association
- Any wording that might be confusing with a government institution
- Engineering, Engineers
- College, University, Institute
What is a "Named" Corporation?
Choosing a corporate name is a difficult task since it must conform to a number of legal requirements. Consequently, to increase the chances of your proposed name being accepted, 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 decrease. 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.
Can I transfer my DBA to a Corporation?
In some cases, you may decide to take over or continue using an existing sole proprietorship or partnership which has a name that is either identical or similar to your corporation's proposed name. Under these circumstances, the corporation's Articles of Incorporation may be required to be accompanied with additional documents, such as:
1. a consent signed by the sole proprietor or all the partners;
2. an undertaking by the sole proprietor or partnership that dissolution proceedings will begin before the proposed corporation carries on business; and
3. a declaration by the sole proprietor stating that he/she is in fact the sole proprietor or by a partner stating that the consent and undertaking were signed by all the partners.
As always, CorpCentre takes care of all these requirements upon incorporation.
What is a Numbered Corporation?
To speed up the incorporating process and to permit immediate delivery of the Articles of Incorporation, a corporation can, at the request of the people who incorporate the corporation, be assigned a number as its corporate name (for example, 123456 Canada Inc.).
The corporation may then register a DBA/trade name and be known to its customers as doing business under the trade name. Although the corporation must be identified by its actual name (i.e., the number followed by Canada Inc. or Ltd.) for all formal and legal matters and relations (e.g., contracts), the corporation may use its trade name for exterior signs, business cards, letterhead, etc
Should I Incorporate a Named Corporation or a Numbered Corporation?
Even though using a numbered corporation is advantageous since it avoids the delays and expense involved in searching and reserving a corporate name, it is not suited to everyone's needs. In particular, a numbered corporation is not informative in that it does not describe the business in any way. This is one of the major considerations that people take into account when they decide on a corporate name. Moreover, having a numbered corporation may lessen the prestige and credibility associated with your business.
If you decide to incorporate a named corporation using CorpCentre, then CorpCentre will obtain on your behalf the appropriate "name search" report that must be included with the Articles of Incorporation.
However, even if you incorporate a numbered corporation to expedite matters, you can always file a DBA (Doing Business As) or trade name that your corporation is conducting its business.
What Documents do I need to Incorporate?
Typically, most jurisdictions require the filing of Articles of Incorporation and the statutory government incorporation fees. The Articles of Incorporation will be prepared by CorpCentre following your filling out the order form.
Furthermore, if you choose to incorporate a named corporation, you will be required to file a "name search" report (executed by CorpCentre) with the Articles of Incorporation.
What is a Registered Agent?
A registered agent acts as a registered address of the corporation in the province or other jurisdiction of incorporation. The registered agent provides a registered address for the receipt of service of government filings (and in certain cases legal papers) and generally, acts as a local contact for government agencies. The registered agent forwards any such documents and correspondence to the corporation.
Certain provinces require that a corporation incorporated in their territory have a registered agent. Corporations often use a professional registered agent to maintain crucial documents sent from government departments or other agencies separate from other corporate correspondence.