If you are an entrepreneur who wants to incorporate federally in Canada, you must be thinking about where to begin. This guide is here to assist you in registering your corporation yourself without using the services of a lawyer or consultant. Thus, you can save perhaps as much as several thousand dollars on fees. In this lengthy guide, we will walk through each step involved in the process of federal incorporation. We will discuss some of the major considerations, costs, and advantages of incorporating federally versus provincially. By the end, you will know how to register your Canada Federal Corporation.

Why Choose Federal Incorporation in Canada?

Before diving into the steps, it’s important that most entrepreneurs understand why they might choose the Federal Incorporation Canada over provincial incorporation.

  • National Recognition: With federal incorporation, your business can operate under the same name across all provinces and territories in Canada. This, again, results in national protection of your business name.
  • Wider Market Reach: When you incorporate federally, corporation will have fewer specific papers for each of the provinces, it will be able to function across every province, although extra-provincial registration might still be required.
  • Credibility: Federal incorporation may add that hint of credibility to your business operation, particularly if you expand or operate across borders.
  • Tax Benefits: A federal incorporation may be liable for certain federal tax incentives, depending on the nature of your business.

Step 1: Search for Availability of Name

The very first step in federal incorporation involves selecting a unique name for your corporation. This would be a name that would identify your business from any other business in the entire nation.

Conduct a NUANS Search
In order for you to make sure that your desired business name isn’t in use, you are going to run a NUANS (Newly Upgraded Automated Name Search) report. This report compares your proposed corporate name against a database of existing business names and trademarks in Canada.

Steps to Conduct a NUANS Search

  • Go to the official website at NUANS or use one of the service providers that are approved by the government like Nuans Canada Online.
  • Conduct a preliminary search to confirm your name choice is available.
  • If available, request a detailed NUANS report.
  • The NUANS report will hold the name for 90 days.

Selecting a Numbered Name (Optional)
You do not need to go through the process of choosing a unique name if you want to have a numbered corporation. The federal government will assign a number to you, such as “1234567 Canada Inc.”

Step 2: Prepare Articles of Incorporation

The Articles of Incorporation is one of the most important documents that defines the constitution and other fundamental information about your new corporation. You can prepare it yourself or get help from a Federal Incorporation Package for Canada, which contains templates, instructions, and other useful information.

Information Needed for Articles of Incorporation

  • Corporate Name: Whether the name is unique or named under a number.
  • Registered Office Address: Where official documents are to be sent. Must be a physical address located in Canada.
  • Director Information: The name and address of at least one director; the directors must reside in Canada for at least 25% of the directors.
  • Share Structure: Specify the type, class, and number of shares your corporation is authorized to issue.
  • Transfer of Shares: You can choose whether to include transfer restrictions on how shares will be transferred or not.

Step 3: Filing Your Incorporation Online

After writing your Articles of Incorporation, the next step is filing them with Corporations Canada. Fortunately, the federal government has given you plenty of reason to rejoice by allowing you the facility of incorporating a Canada federal corporation online. Nuans Canada Online can receive your Articles and Certificate of Incorporation within a few hours.

Online Federal Incorporation Steps to Follow

  • Visit the Corporations Canada official website.
  • Create an account if you do not already have one.
  • Upload your completed Articles of Incorporation and NUANS report if applicable.
  • Pay the federal incorporation fee, which is $200 if filing online.

Once you have submitted the application, your documents will be reviewed by Corporations Canada. When all is well, a Certificate of Incorporation is issued with a number, tantamount to being registered as a federal corporation.

Step 4: Get a Business Number and Register for Taxes

Once the incorporation of your corporation is complete, one of the next things to get will be the BN via the CRA. This number is used for tax purposes, as well as for most government filings.

How to Obtain a Business Number

  • To register your business, go onto the CRA’s web page.
  • Complete the online form to register your new corporation with the Canada Revenue Agency.
  • You will be assigned a Business Number, which you will use when you file your taxes or if you ever have to register for a GST/HST account and a payroll account, etc.

Step 5: Extra-Provincial Registration

When you incorporate federally – it is acknowledged across Canada, you will have to register your business in the provinces where you would be operating physically. This is called extra-provincial registration.

What is Federal Corporation Extra-Provincial Registration?
Even though federal incorporation gives your business national recognition, most provinces and territories require that you register in the specific province where you operate. You’ll need to file your federal incorporation documents along with the provincial forms and pay some additional fees. Extra-provincial registration of a federal corporation is unique for each province. Some provinces, such as Ontario, allow simultaneous registration together with federal incorporation.

Step 6: Draft Corporate Bylaws and Hold Your First Board Meeting

The next step following the registration of your corporation is drafting corporate bylaws. These are the internal stated rules that track the governance of the corporation, like the roles of the directors, the procedures for voting, and meetings.

Why Corporate Bylaws are Important

  • Legal Protection: Bylaws help in bringing into definition the duties and rights of directors and officers, therefore shielding the business from probable disputes.
  • Operational Efficiency: Clear bylaws set the standard right from decision-making to operational processes.
  • Investor Confidence: If you wish to have investment, having corporate bylaws in place indicates that you are professional and have sound structure.

Once the bylaws are drafted, you must hold the first meeting of the board, elect officers, and provide shares to the founding shareholders.

Step 7: Establish Ongoing Compliance and Record Keeping

Once you incorporate federally, your journey as a business owner does not end here. You must ensure that you remain compliant with ongoing federal regulations.

Filing the Annual Return
Each federal corporation is required to file an annual return with Corporations Canada. It is a simple form that confirms the status of the corporation, including the details of the directors and office addresses. You can easily file the annual return online.

Corporate Records
You are required to keep proper records of the corporate activities, including:

  • Minutes of meetings of the board
  • Resolutions
  • Financial statements
  • Shareholder information

Understanding the Costs Involved in Federal Incorporation

Federal Incorporation Cost Breakdown
The overall cost to incorporate a federal corporation is relatively affordable compared to hiring a lawyer. Here’s a breakdown of the typical costs:

  • NUANS Report: Approximately $13 – $75
  • Federal Incorporation Filing Fee: $200 (if filed online)
  • Extra-Provincial Registration (if applicable): Varies by province
  • Business Number Registration: Free
  • Annual Return Filing: $12

Additional Services and Costs
You may want to consider the following optional services:

  • Legal and Accounting Services: Although you can incorporate federal company on your own, professional help with tax planning and compliance can be beneficial.
  • Corporate Seal: A corporate seal can be used for official business documentation (optional but recommended).

Benefits of Using a Federal Incorporation Package

If you’re still uncertain about completing the incorporation process by yourself, you may want to consider using a Federal Incorporation Package for Canada. These packages offer assistance with the paperwork, NUANS search, and legal templates to ensure you comply with Canadian federal laws.

What’s Included in a Federal Incorporation Package

  • Name Search and NUANS Report: Some packages include the cost and filing of the NUANS report.
  • Articles of Incorporation Template: Pre-filled templates with legal guidance on completing the form correctly.
  • Ongoing Support: Some packages offer support for the first few months of incorporation, ensuring you meet federal and provincial obligations.

Conclusion

Incorporating your business at the federal level in Canada can be a rewarding and cost-effective decision. By following the steps outlined above, you’ll be able to incorporate a federal corporation efficiently and with confidence. Remember that while this guide helps you through the federal incorporation registration process, it’s important to maintain ongoing compliance with federal and provincial regulations to keep your business in good standing.

Whether you choose to go at it alone or use a Federal Incorporation Package, understanding the steps involved in registering a federal business corporation will set your business up for success across Canada.