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===You have options on how to structure a new business===
You have options on how to structure a new business. You could use a sole proprietorship, form a partnership, or incorporate a company. For an explanation of the pros and cons of each approach, see our information on [[Starting a Small Business (Script 265)|starting a small business (no. 265)]].
Before incorporating, you may also 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 below), and how to structure the company for optimal tax planning.
===There are two types of companies===
Under BC’s ''[http://canlii.ca/t/84ld Business Corporations Act]'', there are public companies and private companies.
A '''public company ''' has its shares listed and traded on a stock exchange and must follow securities laws.
A '''private company ''' is typically a small company with very few shareholders (sometimes called a '''closed corporation'''). Its shares aren’t offered for sale to the public.
This information deals with private companies in BC.
===All private BC companies are incorporated online===
You can use the BC Registry Services’ [http://www.corporateonline.gov.bc.ca/ Corporate Online ] to incorporate a company. You can pay the fees by credit card.
Consider consulting a lawyer and accountant before incorporating a new BC company, as the standard '''articles ''' (the set of rules that govern the company) and the authorized share structure provided through a basic online incorporation are simplistic and may not properly meet your needs.
===Incorporating a federal company===
You can incorporate a '''federal company ''' under the ''[http://canlii.ca/t/7vf1 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===
===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 [http://www.bcregistryservices.gov.bc.ca/ 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 [http://www.corporateonline.gov.bc.ca/ 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 [https://www.canlii.org/en/bc/laws/stat/sbc-2002-c-57/latest/sbc-2002-c-57.html#sec124_smooth other restrictions under the law ] on who can be a director of a BC company.
====Shareholders====
===Directors===
[https://www.canlii.org/en/bc/laws/stat/sbc-2002-c-57/latest/sbc-2002-c-57.html#sec120_smooth 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.
===Step 4. Pick a registered and records office===
A company must have a '''registered and records office'''. The registered office is where legal documents can be delivered to the company. The records office is the address where all records for the company are kept. The registered and records offices must be in British Columbia and may be at the same address.
Every company must also have both a mailing address and a delivery address for its registered and records offices. The registered office mailing address is where the company will receive its mail. The registered office delivery address is where the company is given any notices like legal documents. The registered office mailing address may be a post office box, but the registered office delivery address must be a street address accessible to the public during business hours.
===Step 5. Decide on an authorized share structure===
The number of shares a company is authorized to issue to its shareholders is called the '''authorized share structure'''. This number can be limited or unlimited. You have to decide the type and number.
There are two main kinds of shares: par value shares and shares without par value. '''Par value shares ''' have a minimum price they can be sold for. '''Shares without par value ''' don’t have a minimum price. You can also have different classes of shares with different attributes and rights, such as common shares and preferred shares, voting rights, the right to receive dividends, plus different series of shares within a class of shares. The specifics can be complicated, so consider getting advice from a lawyer or accountant.
===Step 6. Prepare the incorporation documents===
====Incorporation application====
The incorporation application is available from [http://www.corporateonline.gov.bc.ca/ Corporate Online]. The person who completes it is called the “completing party”. They must ensure the incorporation agreement and articles are properly prepared and signed by the incorporator.
====Articles====
The articles are the rules and regulations for your company. You can use the sample set in the [https://www.canlii.org/en/bc/laws/regu/bc-reg-65-2004/latest/bc-reg-65-2004.html regulation ] under the ''Business Corporations Act'', or have articles specially drafted to suit your needs. The incorporator must sign the articles. You don’t need to submit them to the Corporate Registry, but you should file a copy in the company’s records book.
====Notice of articles====
===Step 7. Submit the incorporation documents to the Corporate Registry===
You must e-file or electronically submit your incorporation application and attached notice of articles to the Corporate Registry, along with the prescribed fee, through [http://www.corporateonline.gov.bc.ca/ Corporate Online]. Your company will then be incorporated almost instantly.
After you e-file, the Corporate Registry will issue a certificate of incorporation and send you certified or true copies of the incorporation application and notice of articles.
===Protecting your company’s brand===
Registration and use of a trademark is the best protection for your company’s name and brand. See our information on [[Patents, Industrial Designs, Trademarks and Copyright (Script 231)|trademarks (no. 231)]].
==Get help==
===With more information===
Check the [http://www.bcregistryservices.gov.bc.ca/bcreg/corppg/index.page Corporate Registry website].
[http://www.smallbusinessbc.ca/ Small Business BC ] has information on incorporating a company and free guides. Call 604-775-5525 in Vancouver or 1-800-667-2272 elsewhere in BC.
Check your local library, bookstore and Chamber of Commerce for other books and resources on incorporating a company.