Looking to incorporate a business? Hire a professional tax accountant so that your
business is incorporated in the best jurisdiction, has an optimal share structure to
minimize taxes, and gives you the liablility protection you need.
Starting From $918 + tax!
#1
Articles of Incorporation
A set of formula documents filed with the Province or Canada to legally
document the creation of a corporation
#2
Multiple Share Classes
Your articles of incorporation include multiple classes of shares to allow:
(a) the payment of dividends, (b) income splitting with family members,
(c) a future estate freeze to minimize estate taxes, and (d) future
investors to become shareholders.
#3
NUANS Report
A 7 page report that provides a listing of similar small businesses,
corporations and trademarks to your proposed name. Required to avoid
any naming conflicts.
#4
Corporate By-Laws
The rules established to run the inner workings of the corporation,
including the relationships between the Corporation, its shareholders,
directors, officers and many others.
#5
Corporate Minute Book
The official record of the corporation’s activities. The minute book should
document all material corporate transactions that affect and involve the
corporation.
#6
Corporate Seal
A tool used to stamp or emboss your company's important documents in
order to show the document is certified by, and agreed upon by, the
Board of Directors of the company.
#7
Register of Directors
List of the directors elected by the shareholders, generally stored in the
company's minute book.
#8
Securities Register
Shows the names and addresses of those who are or have been a
shareholder; the number of shares held by each shareholder; and, the
date and particulars of the issue as well as the transfer of each share.
#9
Register of Transfers
A record of every share transfer.
#10
Share Certificates
Also known as a stock certificate, it is a documented proof of
shareholding in a company.
#11
Initial Return (Provincial)
Reports changes to corporate information: registered or head office,
mailing address, language preference, director / officer information.
#12
CRA Tax Numbers
Business Number from the Canada Revenue Agency for your Corporation.
What's Madan CA's fee to incorporate a company?
Our fee starts from $918 + tax and includes all items listed in the Incorporation Package. Government fees are included and not billed to you.
How long does it take to incorporate?
We require 5 to 10 business days to incorporate a company and prepare a corporate minute book with all of the relevant documents.
What's a holding company and do I need one?
A holding company is a corporation that owns shares of another company (the main operating business). A holding company is meant to protect the cash retained earnings and valuable assets of its operating companies that it owns. If you want to protect your company's cash and assets, consider a holding company.
Can I pay dividends to family members?
Yes, dividends can be paid to family members who are shareholders. However, the dividends paid must be reasonable based on the work performed in the business by the family member. In addition, the family member must work at least 20 hours / week continuously in the business.
Should I make my spouse a shareholder?
Making your spouse a shareholder is a good idea for income splitting purposes. There are restrictions on the amount of dividends that can be paid to a spouse (see FAQ #5).
What's the difference between a Director and a Shareholder?
A director is elected to the Board of Directors and makes management decisions on behalf of the shareholders. Shareholders are owners of the corporation. A director's fee can be paid to a director and dividends can be paid to a shareholder.
Can my children be shareholders in my corporation?
Minor children (i.e. under the age of 18) cannot own shares in your corporation. However, they can be beneficiaries of a Trust, where the Trust owns shares of your corporation.
What is creditor proofing?
Creditor proofing means protecting the accumulated after-tax cash profits from potential creditors (those who may make a financial claim against the corporation). To accomplish this, pay dividends from an operating corporation to a holding corporation (see FAQ #3).
Can non-residents be directors of a corporation?
Yes, non-residents of Canada can be directors of a corporation. However, many provinces require that at least 25% of the directors of a corporation be residents of Canada. The provinces of British Columbia and Ontario allow 100% of the directors to be non-residents.
Can non-residents be shareholders of a corporation?
Yes, non-residents can be shareholders of a corporation. In fact, non-residents can own 100% of the shares of a corporation.
What is a Canadian Controlled Private Corporation?
A Canadian Controlled Private Corporation (CCPC) is a corporation incorporated in a Province of Canada or Federally and controlled by Canadian residents. CCPCs that run an active business pay a low rate of tax, starting from 12.2% on profits.
How does a corporation protect my personal assets?
A corporation is a separate legal entity, which means that its debts and liabilities are not your personal responsibility. Furthermore, if a corporation is sued, then your personal assets will not be at risk.
What is a professional corporation?
A professional corporation (PC) allows professionals - such as, doctors, dentists, lawyers, and accountants - to provide their services to clients through a corporate entity, rather than personally. We, at Madan CA, can incorporate professional corporations.
What is a Personal Real Estate Corporation?
Do I need to obtain a GSTIHST Number?
If your corporation's sales exceed $30,000 in a year, then your corporation needs to obtain a GST/HST number from the Canada Revenue Agency (CRA) and charge GST/HST to customers.
Note that certain goods and services are exempt from GST/HST (e.g. medical services, residential rents). In addition, services provided to clients outside Canada are 'zero rated', but are subject to reporting on a GST/HST Return.
Can another business take my corporation's name?
By incorporating your business, your corporation name is protected and cannot be used by others. This is especially important for branding and marketing purposes.
How do I add investors to my business?
Investors can subscribe for shares in the capital stock of your corporation. We have created special share classes in your articles of incorporation meant specifically for investors.
Can a Corporation Purchase Real Estate?
Yes, a corporation can purchase real estate, such as vacant land, or a rental property.
Should I pay myself dividends or a salary?
It depends. The benefit of dividends is that they are not subject to costly Canada Pension Plan Premiums, and you can avoid the headache associated with maintaining a company payroll (e.g. payroll taxes, monthly remittances, etc.) However, a salary is advantageous if you want to contribute to your RRSP, increase your available CPP benefits upon retirement, or take advantage of certain tax credits and deductions (e.g. tuition credits, medical expense tax credits, personal vehicle deductions, etc.).
Love you so comments page and all the articals you have up there.
Do you have any prices for incorporating? Or a package of any kind.
I’m aware of all the government fees.
Just not sure if I want to do the articals of incorporating on my own
Hi Russ,
Thanks for contacting me. The fee to incorporate a company and prepare a minute book is $900. This includes government fees and name search fees. Taxes and mailing charges are extra. Also included is:
– Corporate by-laws
– Share certificates
– Share transfer ledger
– Minutes
– Officers / directors / shareholders registers
– Directors resolutions
– Corporate seal
Please don’t hesitate to contact me @ (905)268-0150.
Hi Madan,
I need some advice on incorporating a company. I am moving to a Canada from US.
Hi Rakesh, thanks for contacting me. Can you please email the details of your situation to me?
Hi I would like to open federal corporate account. What is the total cost associated to set it up through your firm. Kindly advise. thanks
Hi Samin,
I would be pleased to incorporate a Canadian company for you. My fee of $918 + tax includes the following:
* Articles of incorporation
* All government fees and name search fees included
* Directors resolutions
* Share certificates
* Corporate bylaws
* Officers, directors and shareholders registers
* Corporate minute book + seal
Hello there,
I was wondering, what clauses to add to our founder’s agreement to protect myself. I will be the minority in a corporation.
Thank you
Hi Kaytay Uyanik,
I believe you are referring to a shareholders agreement. Some things you should watch out for are:
Directorship.
1. Are you appointed as a director?
2. Voting rights. Are your shares voting or non-voting?
3. Officer. Are you an officer of the company?
4. Shot-gun clause. This gives you the right to buy out the other shareholders in the event of a disagreement.
Good Morning,
I would like to convert my sole proprietorship into a corporation and I’m not sure what to do. Do you offer such service? I’m in BC.
Thank you,
Hi Branislav,
Yes, I certainly do. If your sole proprietorship is profitable, then we need to perform a Section 85 rollover to convert your business to a corporation. A section 85 rollover will stop capital gains tax from being applied to the conversion.
My services and fees are as follows:
> Incorporation of Canadian business – $918 (includes government charges)
> Section 85 rollover agreement and rollover form – $1,530
Please let me know if you have any questions.
Hi Madan,
I would like to incorporate in Ontario, Canada with a friend who’s a non-resident and lives in India. Wondering If i can incorporate this way and can he have more than the 51% of control.
Please advice.
Thank you
Hi Prateek,
He can have 51% or more of the shares in the capital stock of the Ontario Corporation even if he is a non-resident of Canada. However, this Ontario Corporation will be a non-Canadian controlled private corporation, which has a higher corporate tax rate of 26% as opposed to 12.5%. Note that Ontario corporations require that at least 25% of the directors be Canadian residents.
I would like to convert my sole proprietorship into a corporation and I’m not sure what to do. Do you offer such service?
Hi Demis,
Yes, we offer this service. My fees are as follows:
Incorporation fee – $918 (includes government charges, name search fees, articles of incorporation and a corporate minute book)
Form T2057 and Rollover Agreement – $1,530
GST 44 – Sale of A Business – included in fees above
Disbursements and taxes are extra