Global Registration

How to Obtain Certificate of Incorporation in Canada?

A corporation is granted a legal sanctity when the certificate of incorporation is issued against its name from the appropriate authority. It is the time when a corporation comes into existence. It allows the company to act independently from its members and can extend loans and take debt. It can enter into contracts under its own. This article provides the procedure of obtaining a certificate of incorporation in Canada.  

What Is A Certificate Of Incorporation In Canada?  

Whenever a promoter wishes to establish a business in Canada, it receives a certificate of Incorporation as part of the incorporation process. It is a symbol that the business has been finally registered with the Corporations Canada and that the authority has given its recognition and approval for such registration. The moment a business receives its certificate of incorporation in Canada, it is evidence that a separate legal entity has come into being which is capable of suing and being sued. It can enter into contracts with the outside world and has received its own identity which is different from the members of such company.

What Does A Certificate Of Incorporation In Canada Contain?  

A certificate of incorporation^[1] as discussed above grants the business a separate legal entity independent from that of its members. It contains the following details and information about this new legal entity:

1. Official name of the Company: The name of the company shall be determined from the name that is present on the certificate of incorporation and nothing else. The company is not allowed to use any other name other than what it has been registered with.
2. Date when the company gets incorporated: A certificate of incorporation mentions the date when the company comes into being as a separate legal entity. In other words, it can be said that it is the date when the company is born. It is from this date onwards the company can enter into contract under its own name and liability. All the contracts made in the name of the company prior to incorporation date are said to have been entered by the promoters in their personal capacity and the company will not be bound under it.
3. Unique corporation number assigned to the company by the registering authority: The corporation number is the unique identity number of the company. The company will be recognised through this number only.      

Procedure of Obtaining Certificate of Incorporation in Canada     

The certificate of Incorporation is issued by the Corporations Canada once the company’s registration formalities are concluded. The procedure begins with:

1. Deciding the name of the corporation: the first step to obtain certificate of incorporation in Canada begins with deciding the name of the corporation. The name of the corporation can be either a word name (consisting of letters and symbols) or numbered name (for example 123456).  

• Drafting the articles of Incorporation: if the promoter is incorporating a small, private business, the promoter can choose a basic incorporation which will includes pre-determined Articles of Incorporation, one or two classes of shares, a maximum of 10 directors and an assigned corporate name.

In case the promoters wish to have a customised Articles of Incorporation, then such articles should specify the corporate name, the share structure and the restrictions on shares transfer, number of directors in the corporation, any kind of restrictions the promoter wishes to set for the business or business’s activities or any other provision.

The promoters can choose to have the Articles of Incorporation either in the official languages i.e. English or French or in either of the languages or the Articles of incorporation can be bilingual where both the languages are used.

• Establish the initial registered office address and the first board of Directors: Every promoter needs to establish initial registered office address where all the corporate records and official documents shall be kept. This is the address where the correspondence with other entities will take place from. If any document has been sent to the registered address, it will be deemed to have served.

The promoters also need to decide the people who shall be making the Board of Directors. Only after meeting the eligibility requirements of the directors, the promoters can decide who shall be the Directors of the Corporation. In order to receive the Certificate of Incorporation in Canada, the promoters need to disclose details related to the director’s first name, last name, their address and indicate whether such directors are Canadian residents or not.

It must be noted that, once incorporation has been done, the registered office address and directors’ information will be made public.

• Payment of the required fee: Once, all the above mentioned processes have been completed, the appropriate fees has to be paid and submitted.

Having completed the abovementioned step by step and without any mistakes, the Corporations Canada shall grant the corporation a certificate of Incorporation in Canada.  Both the provincial and federal governments have been allowed under law to issue a certificate of registration. It is suggested that the promoters should go for the federal registration as that would provide the flexibility to operate businesses across Canada.

Conclusion 

Once, the company’s application is verified and accepted by the appropriate authority, a company is granted a certificate of incorporation in Canada. The Certificate of Incorporation in Canada is an official document which is issued by the Federal Corporation Directorate and includes the details relating to the company’s name, date of incorporation and the company’s registration number.  

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