These are some frequently asked questions
We’ve separated some of the most commonly asked questions into sections to help you find your answers faster. If you’re looking for how much this will cost you, just head to the Pricing page. If this is too much and you’re feeling overwhelmed; no worries, Contact us here and we’ll walk you through it.
1/ Jurisdiction
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Depends on your goals and budget. A federal corporation can operate across Canada, but it must still register in each province where it carries on business. Additional annual filing fees are therefore applicable for the registration of a Federal company in the province(s) where the company will be operating. These filing fees can range anywhere from $0.00 (Ontario) to $350.00 (British Columbia) annually. Legal fees will also be applicable for services rendered to complete the corresponding registration.
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Yes, a Federal company may provide broader name protection across Canada, but protection varies by province and is not absolute. Please contact our office for more information about protecting your company name.
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A Federal company must file an annual return with Corporations Canada and complete corporate maintenance to be stored in the company’s records. Additionally, an annual report must be filed with the Corporate Registry(s) in any province(s) where the company is registered.
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Yes, operating in another jurisdiction is permitted if your company is registered in that province. Every province has different requirements for the registration of an extra- provincial company, though the New West Partnership Trade Agreement (“NWPTA”), allows companies to register and operate in British Columbia, Alberta, Saskatchewan and Manitoba with very few reporting requirements. Please contact our team for more information about the NWPTA or if you would like to register your company in another province.
2/ Naming Your Company
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The company name is composed of three elements: distinctive/ unique, descriptive/ nature, and designation.
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The distinctive element of a company name is the part of the name that is unique to other similar businesses (e.g. Starbucks Coffee Shop). “Coffee Shop” does not distinguish itself in any way from other businesses in that industry, whereas “Starbucks” does and is considered the distinctive element. Made-up words are acceptable as distinctive elements, provided they do not conflict with others already registered.
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The descriptive element of a company name is the part of the name that indicates the nature of the business of the company (e.g. Starbucks Coffee Shop). The descriptive element can be specific such as “Coffee Shop”, or it can be more general, such as “Enterprises” or “Ventures”. Need help? Contact us and we'd be happy to assist.
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Yes.
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Yes.
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All company names are required to have a distinctive element. The descriptive element is only a required by certain provinces, such as British Columbia.
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Incorporated companies must include one of the following corporate designations as the last word in the name: “Limited”, “Incorporated”, or “Corporation”. Using the abbreviations of these words (i.e. “Ltd.”, “Inc.” or “Corp.”) is also acceptable.
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A numbered name is the incorporation number (seven digits) generated by the Corporate Registry followed by the province of incorporation and a corporate designation (e.g., 0999666 B.C. Ltd. or 12459756 Alberta Ltd.). You cannot choose your incorporation number. It will be assigned by the Corporate Registry when the incorporation application is filed.
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There is no legal difference between a distinctive name and a numbered name.
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Yes. A company name cannot be identical or confusingly similar to an existing business or trademark and cannot contain offensive, obscene, or misleading language. Certain words, including those suggesting a connection to government, the Royal Family, or regulated professions (such as “engineering”, “law corporation”, or “dental corporation”), may require approval from the applicable governing authority. In British Columbia, using “British Columbia” or “B.C.” at the beginning of a company name generally requires government consent.
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No, a company name cannot be the same or similar to another registered company name in the jurisdiction where the company is to be incorporated.
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Once your company’s name has been reserved, other companies will be prevented from registering the name in the corresponding jurisdiction. While this does ensure that other companies cannot register the name, it does not necessarily protect against other companies or businesses using the name. Need help? Contact us and we’ll be happy to assist.
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Yes. Whether your company was incorporated with a numbered name or a distinctive name, you can change its name at any time. Changing a company name requires compliance with BC law and filings with the Corporate Registry. If you need assistance with changing your company’s name, our team would be happy to help.
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An internet search and search of the Canadian Trademarks Registry may be useful to determine if other businesses are currently using the name, but there is no definitive way to determine if a company name is available short of submitting a name reservation request in the corresponding jurisdiction.
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Processing times for name reservation requests can vary. Please contact our office for an up-to-date estimate.
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Yes, a name reservation request can be expedited for an additional fee that is determined by the corresponding Corporate Registry. Please contact our office for the additional fees applicable for your request.
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In most cases, a company can be incorporated within 1–2 business days. Timing may be longer if a name reservation is required. If you need to incorporate urgently, we can often incorporate a numbered company first and assist with changing the name later (additional legal fees and registry fees will apply).
3/ Shareholders
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A shareholder is a person or entity that owns shares in a company. Their ownership interest is determined by the number and type of shares they hold.
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No, however, there are certain laws that companies controlled by non-Canadian residents must comply with. Please contact your accountant if you have questions regarding these requirements.
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A company may have as many shareholders as it desires, however, there are additional reporting requirements for companies with more than 50 shareholders. Please contact our office for more information.
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Yes, a corporation may be a shareholder in another corporation. This is commonly done when setting up a holding company and operating company.
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Yes, we will prepare share certificates for the shareholders of your company.
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Yes. Shares must be issued in exchange for consideration, such as money, property, or services. In most incorporations, shares are initially issued for a nominal amount (often $0.01 per share) and cannot be issued until the consideration has been received by the company.
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Our standard incorporation package includes a flexible share structure that is suitable for most businesses and is commonly recommended by lawyers and accountants. By default, owners are issued Class A Voting Common Shares in proportion to their ownership interests, giving them voting rights and the ability to share in the company's profits.
We also include additional share classes at the time of incorporation, but these share classes will not be issued. These additional share classes provide flexibility in the future to introduce new owners and complete tax reorganizations.
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By default, the online Snap Incorporations form only permits the issuance of Class A Voting Common Shares. If you wish to issue separate classes of shares to the shareholders, please contact our office to request a quote for the customization of your application.
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Most private British Columbia companies and federal corporations are required to keep a Transparency Register or Register of Individuals with Significant Control. This register identifies the people who own or have significant control over the company and records information such as their name, date of birth, citizenship, address, when they became a significant individual, and how they exercise that control.
In most cases, a person will be considered a significant individual if they directly or indirectly own or control 25% or more of the company's shares or voting rights, or otherwise have the ability to significantly influence the company's management or operations.
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The full legal name, date of birth, citizenship and last known address of significant individuals are recorded in the transparency register. The date that the individual first became a significant individual and a description of how the individual is a significant individual is also recorded.
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An individual is a significant individual for your company if:
They, directly or indirectly, own, or indirectly control:
25% or more of the issued shares of the company; or
shares that carry 25% or more of the voting rights of the company; or
they have the right or the ability, or both, directly or indirectly, to elect, appoint or remove a majority of the directors of the company; or
if two or more individuals hold the interests or rights jointly. Such interests and rights may be held among individuals through an agreement or arrangement to exercise rights in concert.
For a more detailed description of what constitutes a significant individual, please refer to the following links: https://www2.gov.bc.ca/gov/content/employment-business/business/bc-companies/bearer-share-certificate-transparency-register/significant-individual or https://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs08216.html
4/ Directors
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A director of a company is the manager of the company and is responsible for making business decisions on behalf of the company.
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No, directors of a company do not need to be shareholders, and shareholders of a company do not need to be directors.
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Yes, a person may be a shareholder and a director.
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No, a director must be an individual.
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No.
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Some provinces have Canadian residency requirements for the board of directors:
Federal: 25% of the directors must be residents of Canada.
British Columbia: No requirements.
Alberta: No requirements.
Saskatchewan: 25% of the directors must be residents of Canada.
Manitoba: 25% of the directors must be residents of Canada.
Ontario: No requirements.
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Directors are elected by the shareholders of the company holding the voting shares.
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In most cases, a person cannot act as a director if they are under 18 years old, have been declared incapable of managing their own affairs by a court, are an undischarged bankrupt, or are otherwise disqualified by law due to certain criminal convictions, including offences involving fraud or the management of a business or corporation.
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A company must always have at least one (1) director at all times. A company may have as many directors as the owners determine at any given time.
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The directors of the company are the managers of the company and are responsible for making business decisions on behalf of the company. Every director and officer of a corporation must act honestly and in good faith while exercising their powers and discharging their duties.
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Yes, a director can resign at any time by providing written notice to the company at its registered address. There are some filings with the Corporate Registry that must be filed to document a change of directorship of a company. Please contact our office if you need more information.
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Yes, the shareholders of the company may elect to add directors at any time.
5/ Registered & Records Office
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This is the address where the corporation can be formally contacted.
The registered office is not the corporation's place of business.
Government agencies, courts, and third parties can deliver:
Legal notices
Lawsuits and court documents
Government correspondence
Annual report reminders
Tax notices
If a corporation is sued, service of legal documents is often effected at the registered office. The location of a registered office must be open during regular business hours, Monday through Friday.
The registered office address appears on the corporate registry and is generally available to the public. Anyone searching the corporation can determine where official documents may be delivered.
The registered office establishes the corporation's legal presence within the province or territory of incorporation. For example:
A BC corporation must have a registered office in British Columbia.
An Alberta corporation must have a registered office in Alberta.
A federal corporation must maintain a registered office in a province or territory identified in its articles.
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A records office is the location where a company keeps its official corporate records, as required by BC law. These records must be maintained and made available for inspection by persons who are legally entitled to access them, so it is important to choose a records office that can properly manage and safeguard your company’s records.
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Yes, every company must maintain a registered office and records office in the home jurisdiction of the company.
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No. Your company's registered office and records office may be the same or different locations, provided both are located in the company's home jurisdiction.
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Yes, a company may change its registered and records offices at any time by agreement of the directors. There are filings with the Corporate Registry that must be completed to document a change of registered and records offices of a company.
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No, a company’s registered and records address can be in any location in the province it was incorporated in.
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Snap Incorporations’ office is physically located in British Columbia, as such this service package is only available for British Columbia companies or Federal companies that have their registered office in British Columbia.
Many clients do not want:
Their home address publicly searchable;
The responsibility of maintaining minute books and corporate records; or
Legal documents being served at their place of business.
As a result, law firms frequently offer registered office services and maintain the corporation's records for an annual fee.
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Snap Incorporations can only offer the Registered and Records Address Service Package to companies incorporated in British Columbia or Federal Corporations with a Registered and Records Office Address located in British Columbia. As your company’s Registered and Records address, we will do the following:
Maintain corporate statutory business hours for the records office in accordance with BC law;
Accept service on the Company of legal documents and forward them to the directors with a brief explanation of the legal implications of service of legal claims;
Qualify persons requesting inspection of the Company’s corporate records;
Supervise inspection of the Company’s corporate records in accordance with BC law; and
Make electronic copies of corporate documents for the Company, and send copies of corporate documents to the Company’s accountant, banker or bookkeeper, as may be required.
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Our office charges an initial file opening fee to act as the Registered and Records Office Address for a company. Once the company file has been opened, our fee for serving as registered and records address for a given company will be invoiced yearly on or around each anniversary of the Company’s incorporation date. Please refer to the Pricing page on our website for a list of our fees.
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Snap Incorporations provides a secure and reliable Registered and Records Office service for British Columbia companies and federal corporations with a registered office in British Columbia. We safely maintain your corporate records, manage requests for record inspections, receive important legal documents on your behalf, and promptly forward correspondence to you electronically. Our service helps ensure your company remains organized, compliant, and responsive to legal and regulatory requirements.
It is important to note that Snap Incorporations cannot act as a virtual business address for your company. If you require a virtual business address in British Columbia, we recommend contacting a business that provides those services.
6/ Annual Corporate Records Maintenance
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Annual corporate records maintenance consists of:
An annual report filing with the Corporate Registry; and
Written resolutions of the company’s directors and shareholders to conduct the business required on an annual basis under the laws of the company’s jurisdiction.
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The Snap Incorporations Records Management Service includes the following services:
Preparation and filing of the Company’s annual report;
Preparation and emailing of directors’ resolutions for approval and electronic signature by the Company’s directors to comply with the laws of the company’s jurisdiction; and
Preparation and emailing of shareholders’ resolutions for approval and electronic signature by the Company’s shareholders to comply with the laws of the company’s jurisdiction.
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Our office will send you an invoice for our Snap Incorporations Corporate Records Management Service on or around each anniversary of the company’s incorporation date. Please refer to the Pricing page on our website for a list of our fees. Once we are in receipt of payment of our account, we will complete the Corporate Records Management Service for your company.
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Every company is required to file an annual report with the applicable Corporate Registry to confirm certain information about the company, including its directors and officers. In most cases, this report must be filed each year within two months of the company's incorporation anniversary.
If your company is registered to operate in more than one jurisdiction, additional annual reports may also be required, although exceptions apply for companies registered under the New West Partnership Trade Agreement.
Failing to file annual reports for an extended period can result in the company being dissolved by the Corporate Registry.
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Failure to complete and file the annual report could lead to your company being dissolved and no longer able to carry on business in that jurisdiction.
7/ Agent for Service
(AB Only)
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An Agent for Service is a person or corporation located in Alberta that is appointed to receive legal documents and official notices on behalf of a company. The Agent for Service’s name and Alberta address must be filed with the Alberta Corporate Registry and be available to the public during regular business hours.
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The Company can appoint an Alternative Agent for Service that is also a resident of Alberta. The name and address of the Alternative Agent for Service must be filed with the Registry of Corporations of Alberta. The address of the Alternative Agent for Service must be filed with the Alberta Corporate Registry and be available to the public during regular business hours.
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If your Agent for Service or Alternative Agent for Service changes address, resigns, or is no longer able to act, the Alberta Corporate Registry must be notified promptly. If necessary, a replacement Agent for Service or Alternative Agent for Service must also be appointed and the appropriate filings completed. Our team can assist with preparing and filing these changes.
