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Incorporation Lawyers in Calgary

The decision of whether and when to incorporate your business is an important one. Although the process can be complex, many businesses find that incorporation is well worth the effort. By taking the first steps to create a corporation with an incorporation lawyer, business owners can protect themselves and their businesses from liability and enjoy numerous benefits that are only available to corporations.

As anyone who has ever started a business knows, there are a lot of legal hoops to jump through in order to get up and running. One of the most important steps is incorporating your business. This process can be complex and confusing, so it’s important to have a knowledgeable incorporation lawyer on your side.

An incorporation lawyer can help you choose the right business structure, navigate the paperwork, and ensure that you are in compliance with provincial and federal regulations. In addition, an incorporation lawyer can provide valuable guidance on issues like corporate management and liability and generally ensure that your business is off to a solid start.

At DLegal, our business lawyers have experience guiding businesses of all shapes and sizes through the incorporation process. When you are ready to take your business to the next level, reach out to our team of experienced business lawyers to get started.

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Incorporating your Business Organisation

WHERE TO INCORPORATE

A corporation is a legal entity that is separate and distinct from its owners. In Canada, there are two main types of corporations: federal and provincial.

Federal corporations are incorporated under the Canada Business Corporations Act and are regulated by the federal government. Provincial corporations are incorporated under provincial legislation and are regulated by the government of the province in which they are incorporated.

Each type of corporation has its own advantages and disadvantages, so it is important to choose the right type of corporation for your business.

NUMBERED VS. NAMED CORPORATION

When it comes to incorporating your business venture, you can choose from a numbered or named corporation. A numbered corporation will simply have a number assigned as its name. However, numbered businesses can operate under a different trade name. That is why you don’t often see businesses operating under numbered business names.

A named corporation must have a unique name, with a distinctive and descriptive element, and end with a legal element like inc. or corp. Before submitting the name for approval, it must be checked against the NUANS system to ensure that someone else has not already claimed the name and it is available for the taking.

A numbered corporation is slightly more economical to set up because it does not require a NUANS search check. However, in the grand scheme of things, it is a minor fee.

CORPORATE STRUCTURE

In Canada, corporations have a strict structure that they must adhere to. They must consist of three groups of people: the directors that oversee the corporation, the officers that run the corporation, and the shareholders who are invested in the corporation. Though it may seem like you need a lot of people to run a corporation, in the case of small businesses, the roles could all be held by one or a few people.

TYPES OF CORPORATIONS FOR TAX PLANNING

There are five different types of corporations for tax purposes: Canadian-controlled private corporations (CCPCs), other private corporations (these are corps that do not meet CCPC qualifications), public corporations, corporations controlled by a public corporation (typically these are a subsidiary of a public corporation), and other corporations (such as Crown Corporations). Each type of corporation has its own set of rules and regulations with respect to qualifications and taxation.

For example, CCPCs are subject to a lower corporate tax rate than other types of corporations. However, there are also strict rules for qualifying for this type of corporation. As a result, it is important to know the different types of corporations in order to ensure that your business is properly structured for tax purposes.

PROFESSIONAL CORPORATIONS

A professional corporation is a type of private corporation and business entity that helps to protect licensed professionals from being held personally liable for wrongful acts committed in the course of their work. Doctors, lawyers, accountants, and other licensed professionals often form professional corporations in order to limit their liability in the event that they are sued.

The Advantages of Incorporation

SHOULD YOU INCORPORATE YOUR BUSINESS?

Though incorporation has many advantages, if you only have a small business or have just recently begun a startup venture, you might not choose to incorporate your business right away. Consult an incorporation lawyer to understand the pros and cons of incorporation and whether it is right for you.

PROTECTION AGAINST PERSONAL LIABILITY

One of the biggest and most well-known legal advantages of incorporation is the protection of your personal assets against seizure by creditors or those who sue your business. Creating a separate entity in the eyes of the law keeps your business assets separate from your personal.

BUSINESS PERPETUITY

One of the biggest aspects that make corporations, unlike other business structures, is business perpetuity. When a company is incorporated, it becomes its own legal entity separate from the founder, meaning that it is no longer attached to the life of the founder. This means that the company will live on past the founder’s death and can be bought and sold.

ACCESS TO CAPITAL

All businesses need money to grow, but with an unincorporated business, you are very limited in what you can borrow. One of the benefits of a corporation is the ability to become a publicly traded company and thus raise money through selling company stock on the stock market.

The Incorporation Process

SELECT YOUR JURISDICTION

When you’re ready to start a business, you want everything to be perfect. You’ve put together the perfect team, found the perfect location, and come up with a product or service that you know people will love. The only thing left to do is make it official by incorporating your business. The first step in incorporating your business in Canada is to decide the jurisdiction that you would like to incorporate under. You can choose between federal incorporation and provincial incorporation. In provincial incorporation, you are allowed to do business in the province that you have incorporated in and will need to register extra-provincially to carry on business in another province. Federally incorporated businesses can perform business across the entirety of Canada subject to extra-provincial requirements.

CHOOSE A NAME

When choosing a business name for your corporation, there are numerous rules to follow, making it a more difficult process than might initially be imagined. Remember, you can choose from a numbered or named corporation, but if you opt for a named business, you must first run a NUANS report.

COMPLETE AND SUBMIT ARTICLES OF INCORPORATION

With all the basic decisions made about the corporation’s name and location, next, it is time to fill out all the necessary documents. Once the articles are completed, they must be filed by at least one incorporator who is competent, at least 18 years of age, and not bankrupt.

The package you submit to the Corporate Registry should include your incorporation forms, such as Articles of Incorporation, Notice of English/French Name Equivalency (optional), Notice of Address, Notice of Directors, Notice of Agent for Service for an Alberta or Extra-Provincial Corporation as well as the NUANS report for a named corporation, official identification, and payment for your government filing fees.

If your business incorporation is accepted, then you will be issued a certificate of incorporation.

NEXT STEPS

Though filing the Articles of Incorporation are essentially the end of the incorporation process, there are several other steps that will need to be taken to ensure you keep up to date with general legal maintenance. This includes maintaining your corporate records and minute book, potentially creating a shareholder agreement, obtaining necessary permits, licenses, and more.

Managing Your Corporation

Your legal duty does not stop when you incorporate your business. Once incorporated, there are additional legal requirements and protocols that your business will have to adhere to.

These duties include corporate governance such as maintaining a board of directors, holding annual meetings, and creating annual filings. Like the application process, this is nothing to worry about so long as you have a competent business lawyer on your team, but all the same, it is something to think about ahead of time.

One important document to have on hand is your corporate minute book. The minute book is essential in order to maintain compliance with Alberta’s Business Corporations Act or Canada Business Corporations Act. It must include certain information, such as the names of the directors, the address of the registered office, and the bylaws of the corporation.

It is also essential to keep minutes of important meetings, such as board meetings and annual general meetings. By keeping accurate records, you can ensure that your corporation is running smoothly and in compliance with the law.

Calgary Incorporation Lawyers

Incorporating your business is an important step in protecting your personal assets and ensuring the success of your company. By taking the time to consult with an incorporation lawyer before you start the process, you can give your business the best chance at success.

At DLegal, our corporate lawyers can offer you the incorporation services you are looking for. We are well-versed in business law and always keep your best interests at the heart of our practice. We want the best for your new business venture and will work hard to ensure the process goes smoothly.

Fees

Incorporation Lawyers in Calgary

INCORPORATION OF A NUMBERED COMPANY* $354
INCORPORATION OF A NAMED COMPANY* $395
MINUTE BOOK SET-UP $345
REGISTER TRADE NAME OR PARTNERSHIP** $150
FILING ANNUAL RETURNS** $95
PREPARATION OF YEAR-END RESOLUTIONS AND MINUTES $245
CHANGE OF DIRECTORS, SHAREHOLDERS, OR ADDRESS $95
SHARE / ASSET PURCHASE AGREEMENT $1995+
SHAREHOLDER / JOINT VENTURE OR PARTNERSHIP AGREEMENT $1995+
CORPORATE DISSOLUTION** $800
ACTING AS A REGISTERED OFFICE $250/year

*Corporate registry fees and minute book set-up is not included.

**Does not include the registry filing fee.

Flat fees do not include GST.

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Anna perpetually works to surpass her clients' expectations. Through continuous communication, Anna delivers on her commitment to keep clients at the centre of her practice.

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