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Company registration in Canada

In general, in order to register a company in Canada one must meet the key registration requirements that may apply to his or her business. This should be done due to the necessity to let the government know about one's plans to establish a business as well as to inform potential customers about one's business status and commercial activities.

Business name registration

Before registering a company it is rather important to think about what one wants to call his or her business. Company's name can be registered through any of the Service Providers under contract with the Ministry of Government and Consumer Services. After choosing the appropriate name entrepreneur(s) must decide on the form of a business he or she wants to start.

Choosing the right business structure

There are plenty of business structure types which can suit one's expectations. For example a partnership or limited partnership, an incorporation, a co-operative, a sole proprietorship etc. If one choses to register a limited partnership (LP) he or she must have a clear perception of what it is and be aware of all of the formalities which shall be fulfilled.

Choosing the form of incorporation

One must also choose whether to incorporate the business federally or in a particular province or territory. However, the main thing one must remember regarding company registration in Canada is that most territorial and provincial governments require business registration with their government departments: the federal Corporations Directorate and the provincial registries.

There are certain rules, procedures and fees for registering a company in each province, however, some of the requirements can be stated as basic and can apply to every place in Canada. For example, business name registration in general is an obligatory legal requirement, however, Newfoundland and Labrador are the exception to this rule as in that province it is not necessary to register the name of partnerships or sole proprietorships.

Requirements to register LP

Limited partnership means that there are one or more general partners, who have unlimited liability and one (or even more) who have limited liability depending upon their contribution to the business in the frames of such partnership.

Submission of documents

Therefore, LP incorporation requires submission of documents such as: Declaration of limited partnership (Form 1), Declaration of extra-provincial limited partnership (Form 4), the Notice of Offices, the Memorandum, the Articles of Incorporation in case one has a limited partnership registered outside of the province. LP can be registered when these declarations are filed under the Limited Partnership Act along with the fee. The Act can be also found online and submitted to Government Department of a certain province.

Legalization of documents

All the documents must be legalized. Legalization of documents in Canada can cost several hundred dollars depending on the chosen consulate. Documents then must be signed and sealed by a Canadian notary and the authentication can be done by using one of the Global Affairs Canada Authentication Services.

LP's shareholders

A minimum one general partner is required for registration of a limited partnership, who may be a resident of any country, individual or legal entity. In such a way LP is managed by its general partners unless the Partnership Agreement allows general partners to appoint a manager. There is no minimum or maximum amount of contribution required to establish such partnership.

Share capital and state fees

For federal incorporation, company incorporation fee is $200 if filed online through Corporations Canada's online Filing Center or $250 if filed through other means. It is a fee for filing the Articles of Incorporation. One more fee included is for getting NUANS Name Search Report to certify that company's corporate name is unique and acceptable. For provincial incorporation, the cost may vary from province to another province. Additional state fees include: filing an annual report, extra-provincial registration, the cost of a corporate seal, or preparing and filing corporate taxes.

Tax number acquisition

Tax-wise, partnerships are treated like sole proprietorships – each partner reports income and pays income tax on his or her personal income tax return. Tax number acquisition requires: social insurance number, a copy of the Canada Revenue Agency's (CRA's) Business and Professional Income Guide, personal business records, including filing in Industry Classification Code for the business or business number, details of partners and other amounts deductible from the share of net partnership income. Depending on business type, businessmen might need to register for GST/HST as well as to register for provincial sales tax (PST).

Account opening

It is necessary to open a bank account in order to operate with company's financial flow. This will require copies of such incorporation documents as the Articles of Incorporation, particular banking resolutions. All the authorized persons will have to fill in forms at the bank before they're allowed to access the corporate account. This can take 1 to 3-4 days depending on a bank.

Other formalities

One might need to buy business insurance, depending on business type. It can be necessary to get business licenses before the company will be able to operate legally within the chosen municipality.

If you have any questions or you wish to incorporate Canadian LP – contact us now!