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INCORPORATION KIT
FOR BRITISH COLUMBIA
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Table of Contents Introduction Corporations Generally Overview of Incorporation Process Information You’ll Need to Know Incorporation Steps & Documents Other Requirements to Consider Incorporation Checklist Incorporation Worksheet Summaries for Sample Documents Incorporation Document Templates for easy use • • • • • • • • • Incorporation Agreement Articles (Single Class and Multi-Class Structures) Incorporation Application Subscriptions for shares Directors Resolutions issuing shares Share Certificates (custom certificates in full colour) Shareholders Resolutions Central Securities Register showing share ownership Directors/Officers Register 3 4 5 7 16 23 25 26 29

Copyright © 2009 by Simply Legal Inc. All rights reserved. First edition, 2009. No part of this Kit may be reproduced or transmitted in any form by any means – graphic, electronic, or mechanical – without permission in writing from the publisher. Purchase of this Kit grants the purchaser a single license to use the forms and sample templates included in this Kit for the sole purpose of incorporating one corporation only.

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Corporations Generally
A corporation is a legal entity that is a creation of law. In Canada, a corporation can be created under provincial or federal law. This Kit should be used only for incorporations under British Columbia law which is the Business Corporation Act of British Columbia. A corporation is like a person in terms of what it can do. By law it is given the same powers and privileges as a natural person. For example, as a legal entity a corporation can own and sell assets, enter into contracts, borrow and lend money, sue and be sued and carry on business in all other respects. In fact, if you intend to run a business through a corporation it’ll be the corporation that owns the business – not you personally. The business is legally separate from you, which is why a corporation can offer you limited liability protection. This legal separation between you as an owner (i.e. shareholder) of a corporation and the corporation’s business, including all of its assets, debts, obligations and contractual liabilities, acts as a corporate shield that protects you, as an owner of the corporation, and your personal assets. The debts, obligations and contractual liabilities of a corporation’s business belong to the corporation - not you personally. This means that you, as an owner of a corporation, can’t be found personally liable for the corporation’s business and its contractual dealings. Limited liability protection is one of the most common reasons why incorporate. The other most common reason is the tax savings that provide. To ensure that you get what you expect, regardless of incorporating, it is extremely important that you complete all of documents and steps and follow all of the corporate formalities that the proper incorporation. This Kit should help. people decide to a corporation can your reasons for the incorporation law requires for a

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Part 1 Overview of Incorporation Process
Before we get into the details, it is helpful to briefly outline the steps and documents that are required for a proper incorporation. Each of the required steps and documents will be examined in greater detail in Part 3 of this Kit. Step 1: Name Approval

Application for Approval

Unless you’re creating a numbered corporation, you’ll need to choose a name for your corporation and apply for government approval of your name choice. Up to three name choices can be included in an application for the government’s consideration. If your name choice is approved, the government will reserve the name for your incorporation for a period of 56 days.

Name Reservation

Step 2: Incorporation Documents

Incorporation Agreement

An incorporation agreement will need to be completed and then signed by the incorporators who indicate in the agreement the number and kind of shares they agree to take in the corporation. You can have one or more incorporators. A set of Articles will also need to be adopted and signed by the incorporators. The set of Articles is a document that sets out rules and procedures for certain corporate matters, such as shareholders and directors meetings and issuances and transfers of shares, and may also specify the rights attached to different kinds of shares (which are commonly called “classes of shares”) if the corporation is given a multi-class share structure.

Articles

Step 3: Incorporation Filing

Incorporation Application

After the Incorporation Agreement and Articles are completed and signed, you must file an Incorporation Application online at the government’s corporate filing website in order to incorporate a corporation. The Incorporation Application sets out the names and addresses of the incorporators and the directors, the addresses of the corporation’s registered and records offices and information about the corporation’s share structure. You should also complete and sign a paper copy of the Incorporation Application for your records.

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Step 3: Incorporation Filing (Continued)

Certificate of Incorporation

After your corporation is created, the government will send you a Certificate of Incorporation, which indicates your corporation’s incorporation number and sets forth the official seal of the Registrar of Companies. The government will also send you a certified copy of your corporation’s Notice of Articles, which is a public record that contains the information that was submitted to the government in the Incorporation Application. The government will also send you a certified copy of the Incorporation Application you filed online.

Certified Notice of Articles

Certified Incorporation Application

Step 4: Organizational Documents

Director Consents

Anyone who is noted in the Incorporation Application as being a director of the corporation but who was not an incorporator must sign a consent to act as a director. Anyone who is intended to become a shareholder of the corporation but who was not an incorporator must sign a subscription for shares, which is a request for shares. Director resolutions must be signed to issue shares to the shareholders and to also appoint any officers the corporation may have. Share certificates should also be prepared and signed to evidence the ownership of shares. A register must be prepared and maintained to list the names and addresses of the directors and any officers and their addresses and dates of appointment. A register of shareholders must be prepared and maintained to list the names and addresses of the shareholders and information about their shareholdings.

Subscriptions for Shares

Director Resolutions

Share Certificates

Director/Officer Register

Central Securities Register

It is extremely important that all of the incorporation documents and steps are properly completed for a valid incorporation. As mentioned above, each of the required steps and documents will be covered in greater detail in Part 3 of this Kit.

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