Congratulations – you’ve completed the first step to building a wonderful business🍾 ! But remember, with great power comes with great responsibility. Before you disrupt/pivot/incubate/accelerate there are a few things you need to get out of the way.
Pro-tip: if you still haven’t incorporated (what are you waiting for?!), read our guide to incorporating your business.
1) Order minute books
- Each corporation should have minute books.
- Minutes serve as the compendium of all the administration and governance of your company. You need a minute book, and you need to keep is safe.
- A minute book is actually a physical 📖 (no joke) in which a company keeps its the articles of incorporation, by-laws, shareholders’ and directors’ meeting minutes, shareholder and director and officer registers, share certificates.
- You can visit sites such as Incorp Direct and Elvepro where you can order physical minute books
- Alternatively, some law firms offer to set up and maintain your minute books for an annual fee. Legal Logik has a great start-up kit which includes one full year of corporate maintenance.
2) Organization of the corporation after the issuance of the certificate of incorporation
Each corporation must decide how it will be governed (known as the “organization” of the corporation)
- The resolutions below form the basis of the organization of the Corporation and should be prepared by the directors and shareholders of a corporation.Lawyers are often very helpful in getting these documents prepared correctly.
Shareholders’ resolution, in which the shareholders
- Elect directors
- Confirm the by-laws
- Appoint an auditor or resolve not to appoint an auditor.
Directors’ resolution, in which Directors:
- adopt by-laws;
- adopt forms of security certificates and corporate records;
- authorize the issue of securities;
- appoint officers;
- make banking arrangements; and
- transact any other business.
3) Naming your company (optional)
- Now that you’ve incorporated under the Canada Business Corporations Act, you can choose to keep the numbered corporation name assigned to you (e.g., (911092 Canada Inc) or use a corporate name instead (e.g., Martha’s Computer Inc).
- Incorporating under a name involves additional effort and expense but the advantage is that you will be able to do business across Canada under the same protected business name
- That being said, some companies operate under a business name, but do so without having changed from a numbered corporation. If you choose to operate under a business name, you may benefit from consulting a lawyer.
- The Federal government has created a helpful page to inform you about this process
4) Preparation and maintenance of corporate records
- Under the Canada Business Corporations Act, a corporation must keep minute books, at its registered office containing, among others, directors’ records, accounting records and shareholder and options records.
- Section 20 of the Canada Business Corporations Act outlines specifically the lists and registers a corporation should maintain in its minute books.
- Quick tip: It may be helpful to have a lawyer complete your first set of records, even if you then keep updating these yourself. Make sure to reflect any changes in directorship or change in shareholders as they occur. You can also use templates and the other documents available at Law Depot to facilitate this task.
5) Registering in additional provinces
- Provincial and territorial legislation requires a corporation to register itself in each province and territory in which it will conduct business.
- Quick tip: Refer to each provincial website here to see what is required.
6) Obtain Federal and Provincial tax number as applicable
- A corporation should obtain a Business Number. This nine-digit account number identifies the business to federal, provincial, and municipal governments. A corporation can open several different accounts through a single registration. The accounts include:
- Payroll deductions
- Corporate income tax
- Businesses located in Quebec must register for the GST/HST with Revenu Québec. There may be additional business registration requirements in your province or territory.
- See the Canada Revenue Agency for federal tax numbers and refer to other provincial websites, as necessary.
7) Trademark registration
- Should a corporation have any trademarks that they would like to register, it must refer to the Canadian Intellectual Property Office (“CIPO”) which processes trademark applications.
- Quick tip: Filing applications can get quite technical. An IP lawyer can be very useful for this work.
8) Keep your corporation in good standing
- This link provides a list of all the corporate administrative filings a federal corporation must perform on an annual basis, such as filing an annual return.
- A corporation may have other provincial filings to complete on annual basis depending on where it is registered.
9) Creating shareholders agreements
In addition, companies may want to consider to consult a lawyer for the following agreements:
- A Shareholders Agreement
- Having employees signing Employment Agreements