We offer a wide range of business registration services such as:
A Corporation is a distinct and separate legal and tax entity from its owner(s). A corporation has its own rights, privileges and liabilities distinct from those of its owners or managers. A corporation is owned by its shareholders and is managed and controlled by its board of directors, which appoints officers and approves the policies and transactions to be undertaken by the corporation.
This is the simplest form of operating a business. A sole proprietorship is an unincorporated business that one individual owns. The company has no existence apart from the owner. Only one owner is responsible for making all the business decisions, earning all the profits, and assuming all the risks and obligations. The owner includes the business’s income and expenses on his or her personal tax return.
A partnership is a relationship between two or more persons carrying on a business with a view to making a profit. Some individuals choose a partnership because of its ease of formation and dissolution, as well as its minimal formalities. However, as with a sole proprietorship, one of the primary disadvantages of choosing a partnership as your business form is the unlimited personal liability of each partner for all the debts and obligations of the partnership. In other words, every partner is liable for all debts incurred by the other partners while acting in the course of the business, regardless of the capital contributions of individual partners. Also, the owner may be liable for employees’ actions in the course of their employment.
The act of incorporating creates a new legal entity called a corporation, commonly referred to as a “company.” A corporation has the same rights and obligations under Canadian law as a natural person. Among other things, this means it can acquire assets, go into debt, enter into contracts, sue or be sued, and even be found guilty of committing a crime. A corporation’s money and other assets belong to the corporation and not to its shareholders.
When a business is incorporated, its separate legal status, property, rights and liabilities continue to exist until the corporation is dissolved, even if one or more shareholders or directors sell their shares, die or leave the corporation.
Incorporation limits the liability of a corporation’s shareholders. This means that, in general, the shareholders of a corporation are not responsible for its debts. If the corporation goes bankrupt, a shareholder will not lose more than his or her investment (unless the shareholder has provided personal guarantees for the corporation’s debts). Creditors also cannot sue shareholders for liabilities (debts) incurred by the corporation, even though shareholders are the corporation’s owners. Note, however, that if a shareholder has another relationship with the corporation — for example, as a director — then he or she may, in certain circumstances, be liable for the debts of the corporation.
The Canada Business Corporations Act (CBCA) places several obligations and responsibilities on directors. For example, it says that directors can be held liable for certain acts or failures to act.
Because corporations are taxed separately from their owners, and the corporate tax rate is generally lower than the individual tax rate, incorporation may offer you some fiscal advantages. We strongly suggest that you ask us to help you assess whether incorporating might save you money.
It is often easier for corporations to raise capital than for other businesses. For example, while corporations can issue bonds or share certificates to investors, other companies must rely solely on their own funds and loans for capital. This can limit a company’s ability to expand.
Corporations are also often able to borrow money at lower rates than other businesses, simply because financial institutions and others tend to see corporate loans as less risky than those to other forms of enterprise.
While a partnership or sole proprietorship ceases to exist upon the death of its owner(s), a corporation would continue to live on even if every shareholder and director were to die. This is because, in the case of a corporation, ownership of the business would transfer to the shareholders’ heirs.
This assurance of continuous existence gives a corporation greater stability. This, in turn, allows the corporation to plan over a longer term, thereby helping it obtain more favourable financing.
NUANS Search is mandatory if you wish to incorporate your business in Alberta, Manitoba, New Brunswick, Nova Scotia, Ontario, Prince Edward Island and Saskatchewan.
NUANS Search is a computerized name search system that compares a proposed corporate name, business name or trademark with names in a database of existing corporate names and trademarks.
A corporate name search report is required to register:
A company cannot be incorporated under a name identical to another name already registered. Confusingly similar names are also a cause for concern. When you include a company, the Government must ensure the name is available for use. The NUANS name search report is the document required to prove name availability. The report will show whether an exact name is already registered that would conflict with the proposed name.
After the name search has been done, the NUANS Report System reserves the corporate business name you selected for 90 days. If the name already exists, the reservation is invalid. No one should be able to register the name you reserved before the 90-day period expires. After 90 days, a new search would have to be completed and submitted to the appropriate Government office.
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