Federal Incorporation

Articles of Incorporation

 

Complete the application to incorporate a Federal Corporation under the CBCA (Canada Business Corporations Act)

SKU: Filings-Fed-Incorp Category:

Description

Step 1 – Contact Information

Provide the name, email address and phone number of the individual completing the incorporation application.  The incorporation documents will be sent to this email address.  This information will not be published on Corporations Canada website.

Step 2 – Naming the Corporation

The Corporate Name is the legal name of the corporation which identifies the corporation. You have the options of choosing a word name or an assigned numbered name.

A word name – If choosing a word name, it must be reviewed and pre-approved by Corporations Canada before it can be used. It is highly recommended to order a NUANS report and complete a federal name pre-approval before completing the incorporation application to avoid delays. Once the pre-approval is granted a Request ID and Confirmation Number will be provided and is required when completing this incorporation application. The name pre-approval is valid for 90 days.

A numbered name – Numbered names will be automatically assigned by Corporations Canada and cannot be chosen. For example, 12344556 Canada Inc.

Step 3 – The Articles of Incorporation

The information provided in this step will be contained in the Form 1 – Articles of Incorporation and appended to the Certificate of Incorporation, the legal document that governs the corporation.

The following information is required:

  • Registered Office: The Province or Territory of the Registered Office of the corporation. The corporation must have a registered office in Canada.
  • The Number of Directors: Specify a set number of directors or a minimum and maximum number of directors.
  • Description of Classes of Shares: The corporation must issue at least one class of shares. There is no limit to the number of classes of shares however, the rights, privileges, restrictions, and conditions must be indicated for each class of shares. You have the option to chose pre-defined templates as provided by Corporations Canada, enter your own text, or attach a file. These options are also available for: Restrictions on Share Transfer, Restrictions on Business and Other Provisions.
  • Incorporators: There must be at least one incorporator which can be an individual or a body corporate. The individual must be at least eighteen years of age, not bankrupt and not incapable. If a body corporate is chosen, the name of the company and a name of the authorized signatory must be provided.

Step 4 – The initial registered office address and the first board of directors

This information will be contained in the Form 2 – Initial Registered Office Address and First Board of Directors.  The registered office is the location where all the corporate records are kept and where official documents can be served on the corporation.

The corporation must have at least one director and this individual can be the sole shareholder, director, and officer of a corporation.  The directors are elected by the shareholders at a shareholders’ meeting.

A director must:

  • Be at least 18 years of age,
  • Not have been declared incapable under the laws of a Canadian province or territory, or by a court in a jurisdiction outside of Canada,
  • Be an individual (a corporation alone cannot be a director, a signatory of the corporation must be provided),
  • Not be in bankrupt status.

Canadian Residency:

At least 25% of the directors of a corporation must be Canadian residents. If the corporation has less than 4 directors, at least one of them must be a Canadian resident.

Full Access Manager

You can designate the directors to be full access managers who will be responsible for the access permissions of the corporation when using Corporations Canada.  A full access manager will be allowed to file documents are make changes to the corporation though Corporations Canada without requiring the corporation key each time.

Important: Centro Legal Works Inc. is a registered intermediary with Corporations Canada and will automatically be an access manager of the corporation.  This can be removed by a director who is an access manager once the incorporation is complete.

Step 5 – Individuals with Significant Control (ISC)

As of January 22, 2024, corporations created under the Canadian Business Corporations Act (CBCA) must file information on their individuals with significant control (ISC).  Some ISC information is made available to the public.

Who can be an ISC?

An ISC is an individual who owns or controls a corporation, and

  • Owns, controls, or directs 25% or more shares individually, jointly or in concert with one or more individuals. (Shares in concert are owned separately but vote the same way based on an agreement).
  • Has control in fact (operations and day to day management) over the corporation without owning any shares.
  • Meets a combination of any of the above.

Step 6 – Reminder Notices – Annual Returns

An Annual Return (Form 22) is required to be filed every year. Corporations Canada will automatically send Annual Return reminder notices by mail to the registered office address. You can choose to have them sent by email instead by providing an email address.  Additional email addresses can be added.

Step 7 – Extra-Provincial Registration

The corporation must register in every province or territory which it carries on business activity. Each Province and Territory will have different registration requirements and fees and you may need to contact the local registry in that Province or Territory for more information.

In Ontario, the Extra-Provincial Registration can be filed at the same time if the corporation will commence business on the date of incorporation.  If the corporation commences business in Ontario at a later date, then the Extra-Provincial Registration will be required within 60 days after they commence business in Ontario.

Technical Specs

The Certificate and Articles of Incorporation will be provided by email in PDF format which are considered the original documents. Paper copies are not available.

Processing Time

The processing time will vary based on the complexity of the articles.

1-3 hours – corporations using the pre-defined share class and provision templates.

1-2 business days – corporations using their own custom share classes and provisions.

*Assuming a name pre-approval has already been granted for a named corporation.  Proposed corporate names must first be approved by Corporations Canada which can add an additional 1 – 3 business days.