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{{Dial-A-Law TOC|expanded = commercial}}
==Other ways to form a business, apart from a companyUnderstand the legal issues==To learn more on whether you want to incorporate a company, check Script [[Starting a Small Business (Script 265)|265]] on “Starting a Small Business”. Other options are a '''sole proprietorship''' and a '''partnership'''. Also, before incorporating, you may want to get advice from a lawyer and an accountant. They can help you decide the best way to set up the company’s authorized share structure (called the capital structure and explained later) and structure the company for optimal tax planning.
==Two types of companies under BC ''Business Corporations Act''=You have options on how to structure a new business===Under BC’s ''[http://wwwYou have options on how to structure a new business.bclawsYou could use a sole proprietorship, form a partnership, or incorporate a company.ca/civix/document/id/complete/statreg/02057_00 Business Corporations Act]''For an explanation of the pros and cons of each approach, there are '''public companies''' and '''private companies'''see our information on starting a small business (no. 265).
==All private BC =There are two types of companies are incorporated online===You can use the [http://www.corporateonline.gov.bc.ca/ BC Registry Services Corporate Online] to incorporate a company. And you can pay the fees by credit cardUnder BC’s Business Corporations Act, there are public companies and private companies.
==Decide who will be involved in your company=All private BC companies are incorporated online=== The '''shareholders''' own You can use the company and vote BC Registry Services’ Corporate Online to appoint the '''directors'''. The directors control and govern the company and oversee how it is run. They may appoint officers, such as incorporate a president, secretary and senior management. Typically, the '''officers''' handle the daily operations of the company and are overseen by the directors. You can have a one-person company and be pay the sole shareholder, director, and officer. In BC, unlike in other provinces, there is no requirement to have a BC resident director. [http://www.bclaws.ca/civix/document/id/lc/statreg/02057_06#section124 Section 124] of the ''Business Corporation Act'' has restrictions on who can be a director of a BC companyfees by credit card.
===Incorporating a federal company===You can incorporate a federal company under the Canada Business Corporations Act. A federally incorporated company has the right to carry on business anywhere in the country and will have its name protected across Canada. But a federal incorporation usually takes more time, and the corporation is often more expensive to operate than a BC company. ===BC companies can carry on business in other provinces===A private BC company can carry on business in other provinces if it registers itself extra-provincially in those provinces. But unlike a federally incorporated company, an extra-provincially registered BC company may have its application to register its name in another province refused by the Registrar of that other province. ==Form the company== ===Step 1. Decide on a name for the company===The name must end in “Limited”, “Ltd.”, “Inc.”, “Incorporated”, “Corp.” or “Corporation”, or the French equivalent to these words. Your new company name needs to be distinctive and have a descriptive element, or you can choose (or be assigned) a numbered BC company name. The Corporate Registry has more information on choosing a name. If you decide to carry on business under a trade name (called a DBA or a doing-business-as name), you must still display the full legal name of your company on certain documents like contracts and invoices. ===Step 2. Reserve the company name=== The easiest way to reserve the company name with the Corporate Registry is using Corporate Online. If the name you want is available, it will be reserved for 56 days. ===Step 3. Decide who will be involved in the company===The shareholders own the company and vote to appoint the directors. The directors control and govern the company and oversee how it is run. They may appoint officers, such as a president, secretary and senior management. Typically, the officers handle the daily operations of the company and are overseen by the directors. ====One-person company====You can have a one-person company and be the sole shareholder, director and officer. In BC, unlike in other provinces, there is no requirement to have a BC resident director. There are other restrictions under the law on who can be a director of a BC company. ====Shareholders====Consider carefully who the shareholders of your company should be. Even minority shareholders have considerable rights that can affect how a company is run. Shareholder disputes can be destructive. Removing an unhappy shareholder from a company can be very expensive, time-consuming and hard. Sometimes, it is best if investors in a new company are just creditors who lend the company money, and not also owners. Or, you can see how a person works as an independent consultant before hiring them as an employee and lastly or making them a shareholder. You can see how they get along with the existing shareholders and how they will fit in the company in the long term.
There is no requirement for shareholders of BC companies to be BC or Canadian residents.
===Directors===Part 5 of the Business Corporations Act deals with directors.* A private company must have at least one director. * A director doesn’t have to live in BC or Canada, but they do have to consent in writing to act as a director. * A director must provide the Corporate Registry with an address where they can receive documents during standard business hours. If there’s no such office, then the Registry requires the director’s home address. * A director must be at least 18 years old and cannot have certain criminal convictions, be a bankrupt person (who hasn’t yet been granted formal discharge from bankruptcy) or have been found by a court to be incapable of managing their own affairs.
==Required incorporation documents that must be prepared==Incorporation agreement====* This is an Incorporation Agreement* agreement between the incorporator (or incorporators) and the Incorporation Application* company. It describes the Articles* number, kind and class of shares each incorporator agrees to take once the Notice company is incorporated. The incorporator must agree to take at least one share of Articlesthe company and therefore become the company’s first shareholder. The incorporation agreement must be signed by the incorporator before submitting the incorporation application to the Corporate Registry. You don’t submit the incorporation agreement itself to the Corporate Registry, but a signed original should be placed in the company’s records book.
===Organizing your company===
This includes preparing the company’s records book, preparing director and shareholder resolutions, issuing shares, and preparing a directors’ register plus a “central securities register” or share register. You may wish to talk to a lawyer about this. Keeping a well-organized corporate record book and set of financial statements will help when you sell your company and if the Canada Revenue Agency (CRA) decides to audit your company.
===Maintaining your company===To keep your company alive, it must file an annual report with the Corporate Registry each year within two months of its anniversary date of incorporation. Failure to file an annual report for 2 two consecutive years will result in the company being struck off the registry and dissolved. You can restore a company but it’s costly to do so.
If the company changes its registered or records office, or if the directors resign or change their address, the company must e-file other forms with the Corporate Registry. There are fees for most of these filings. As well, each year, every BC company must choose to either appoint an auditor or waive the appointing of an auditor.
==Incorporating a federal company=Protecting your company’s brand===You can incorporate Registration and use of a federal company under trademark is the ''Canada Business Corporations Act''best protection for your company’s name and brand. A federally incorporated company has the right to carry See our information on business anywhere in the country and will have its name protected across Canadatrademarks (no. But a federal incorporation usually takes more time, and the corporation is often more expensive to operate than a BC company231). ==Get help==
==BC companies can carry on business in other provinces=With more information===A private BC company can do this if it registers itself extra-provincially in those provinces. But unlike a federally incorporated company, an extra-provincially registered BC company may have its application to register its name in another province refused by Check the Registrar of that other provinceCorporate Registry website.