Experience report: Incorporating a federal numbered corporation in Canada

Posted: - Modified: | business, entrepreneurship, experiment

This was not at all as complicated as I thought it would be. After twenty minutes, several multiple-choice and fill-in questions, and one credit card transaction, I had my very own company: a federal numbered corporation ($200) with extra-provincial registration in Ontario (free, yay). On a Sunday, no less.

The government publishes a guide to federal incorporation that explains the different option. The online incorporation form is easy to use, guiding you through the steps with an almost wizard-like interface. Common cluases are available as multiple-choice options, and you have the ability to fill in your own text as needed. The form will tell you what to print, sign, and keep with your records.

If you create a numbered corporation, then you don’t need to wait for name approval. I got my confirmation e-mail with the automatically-assigned corporation name a few minutes after I submitted the form.

In the process, the only thing that gave me pause was the requirement that 25% of the directors be resident Canadians, with “resident Canadian” defined as:

(a) a Canadian citizen ordinarily resident in Canada,

(b) a Canadian citizen not ordinarily resident in Canada who is a
member of a prescribed class of persons, or

(c) a permanent resident within the meaning of subsection 2(1) of the
Immigration and Refugee Protection Act and ordinarily resident in
Canada, except a permanent resident who has been ordinarily resident
in Canada for more than one year after the time at which he or she
first became eligible to apply for Canadian citizenship;

I have permanent residency in Canada, but I can’t apply for Canadian citizenship yet (all those trips cut into the physical presence requirement). I should be in the clear, especially as I plan to apply for Canadian citizenship a few months after I become eligible. (That should take care of any other trips I’ve forgotten to include in my history…)

Still, surprisingly not scary. My next steps would be to:

  • Put together the bylaws and other parts of the minute book: Many of the people I talked to bought a kit from their local office supply store and worked with it. Corporations Canada also has a good set of instructions, complete with examples of by-laws and resolutions. I’ll start with that, and then go for a kit
  • Check the zoning bylaws for my neighbourhood: Toronto City Hall 416-392-7539
  • Set up a business bank account: I’m thinking about either the BMO Business Current Account or the RBC Small Business eAccount. One of my Twitter contacts recommended BMO and there are quite a few blogs praising their business account, so I might go with that.
  • Interview accountants

… and work on sales and operations, of course, not just admin! =) (I figure I should eat the frog first and get the paperwork properly set up…)

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