Federal Co-op with Share Capital

Nuans Canada, with its in-house legal and accounting team, is a one-stop filing center. We are a member of several units of Government and hence, can offer following services:

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• NUANS search and name approval
• By-laws, custom articles
• CRA accounts
• WCB accounts
• Corporate seal, minute book binder
• Annual return, corporate maintenance
• Domain name reservation
• Address services
• Express registration queue
• And more

Yes, our customer service agents can provide general guidelines and assistance (not legal advice). Feel free to call us at 416-628-9349 during our business hours, you may initiate a Live Chat during business hours.

Yes. It's a one-time payment and there is no monthly or annual fees.

Yes, of course. The Certificate of Incorporation and Articles of Incorporation is provided directly by the Corporate Registry unit of the Government. The Articles of Incorporation is drafted by our in-house legal counsel. You have option to choose custom Articles of Incorporation as well.

An order can be placed online, paying by credit card or e-transfer. Upon order receiving, we review the order and register accordingly. You have option to receive the corporate corporate documents in email or by post.

Yes, we offer 3 types of post-incorporation and maintenance service:

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• Annual Return: At the end of the year, we will file annual corporate return for you.

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• Phone Support:
corporate Update (address change, director's change, shareholder change, officer change). Please Click Here for more details.

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• Complete Maintenance: Annual Return + Phone Support + Notice of Changes Click Here for more details.

Yes, we offer :

• Basic Articles: Click here to see the Sample
• Standard Articles: Click here to see the Sample
• Custom Articles: For more customizations, we offer Custom Articles which could be prepared as per requests (available in next steps).

Generally a name should have two elements: distinctive and descriptive. The distinctive element can't be common English word, it has to be unique or made up words while descriptive element can be common English words. An example is "Mike Construction". In this name 'Mike' is the distinctive/unique element; 'Construction' is the descriptive element. Put your ideal name, if doesn't work, we will guide you.

Every corporation must have legal ending after the legal name of the corporation. You may choose the option that looks good with the business name.

NUANS full form is Newly Upgraded Automated Name Search. It is a federal name search system to check existing business names similar to your business name to avoid conflict. To register a corporation a valid Reservation report is required. Please Click here to see the sample of NUANS Report

Prior to incorporate a named federal corporation, the name must be pre-approved by Corporations Canada. To submit a name pre-approval request, Corporations Canada asks for a valid Nuans report. Therefore, reserving a valid Nuans report is the first step, obtaining the name pre-approval is the second step and registering the corporation is the third step.

The name must be submitted to Government for approval. This process involved:

• Submitting a name request application to Government. 3 choices of names can be included per submission, if you don't 3 choices you can write the same name.
• Government, they will check the availability of your Name and determine whether it is valid for registration
• Once Government has processed the name submission, you will receive a Name Request Number (NR number) which is valid for 56 days.

If you choose electronic documents, we will send the PDF documents in your billing email. Alternatively, you have option to receive electronic documents in email and then printed documents by post.

Yes. The requested date for incorporation cannot be less than the current date nor more than 30 days in the future.

This is primary business activity that your business does. Please mention only one activity in single or two words as we have to select the closest activity from the government system.

The registered address can be changed in future paying the necessary filling fees. Many corporations start with a residential address as they do not have any rental address while registering the corporation, but they change their address in future when required.

An address service is a yearly mail and scanning service that we provide to corporations who does not have a local physical address in this Province. It can be renewed every year paying similar fees. Any corporation related documents that we receive, will be scanned and emailed to you.

All Federal Corporations must register with the Province where the head office or registered office is located. This process is called extra-provincial registration and it is mandatory. This can be done along with the Federal incorporation or afterwards but before the commencement of business activities.

Agent for Service must be one of the following:

1. A director residing in Alberta
2. A contact Person residing in Alberta

Director is the decision maker of a corporation who takes administrative decision and have the power to make changes in the corporation and remove/add another director.

• Must be 18 years and above.
• Can be a Canadian Citizen, PR or Non-Canadian Citizen.
• Should not be in a status of bankruptcy.

If you are a lawyer, accountant or other service provider, and opening this corporation on behalf of a client, please do not write your name here. This section is for the primary owner(s) of the corporation. We don't communicate with the directors, rather we contact the person mentioned in the billing address.

To register a corporation, at least one director's information is mandatory. In future, you can add or remove director from your corporation. If you include "complete maintenance" services (in next steps), you may add/remove a director at free of cost in future.

Each director has equal power and control over the corporation. The Second director can remove the primary director and vice versa. Therefore, you may add an additional director whom you trust.

The incorporator(s) are generally all the director(s). Incorporator simply means, the person(s), who applying to incorporate this business. Therefore, incorporator(s) can an individual(s) or another corporation.

If you are lawyer, accountant or other service provider, and opening this corporation on behalf of a client, please do not write your name here. Incorporator(s) are generally the director(s) and owner(s) of the corporation. We don't communicate with the directors, rather we contact the person mentioned in the billing address.

If you are incorporating this business as a child/operating company under a parent/holding company, you may choose "incorporator is another corporation" and put the parent/holding company name as incorporator.

The Articles of Incorporation is registered with government during the corporation registration. After the business is incorporated, the articles could be changed with proper filing (Articles of Amendment) and fees.

The "Advanced Articles of Incorporation" allows to issue class A common voting share and class B common non-voting shares. If you want to customize common/preferred/voting/non-voting/custom share class names etc., you may choose "set my own text " option. The custom share structure option will be displayed in next steps.

Corporate bylaws, alternatively known as company constitution, are the rules, rights, regulations and policies set by a corporation. The corporate bylaws, usually prepared by a corporate lawyer ensuring no rules or clause conflicts the Provincial Corporations Act or Canada Business Corporations Act (CBCA).

A Corporate Minutes is the collection of corporate records (including the articles of incorporation) to provide to anyone who inspect the record or at the time of auditing. Corporate Bylaws and Minutes may also be required by certain banks to open an account.

Yes, the expense is tax creditable. When you incorporate a company, the expenses are called business development expenses which are tax creditable. Any spending you do after incorporation is considered as operating expenses which are not tax creditable. Additionally, doing it separately later is a manual process that involves a corporate lawyer, which causes significant increase in cost and time (and not tax creditable).

Since a corporation is a separate legal entity than its owners, it could owned only by owning its shares. The corporation's assets and stocks are go split into pieces and each of these pieces is called share. If a corporation issues 100 shares with $1 each, the total net worth of the corporation is 100x$1=$100.

For simplicity of corporate filing, most people set up $1 share price in the beginning. Eventually, the share price and share numbers could be increased.

A corporation's stock are split into shares. Those who own the shares, are in fact the owners of the corporation. Therefore, to make a classification of owners, shares are classified. Class A common voting share owners have voting rights to change the corporation's policies and rules. Class B common non-voting share owners do not have such rights.

In simple language, the shareholders are the owners of the corporation. If a corporation has 1 shareholder, regardless of number of shares, the single shareholder owns 100% of the shares.

A corporation has 2 shareholders: John and Mike.
Case 1: Both owners have rights to vote: Assign class A to both.
Case 2: Only John has voting rights: Assign class A to John and class B to Mike.

Share number cannot be in decimal point.
Case 1: John, Mike and Ali own same percentage: Assign exact same number to each.
Case 2: John owns 40%, Mike owns 30% and Ali owns 30%: Assign shares 40 to John, 30 to Mike and 30 to Ali.
Case 3: John owns 51%, Mike owns 24.5% and Ali owns 24.5%: Avoid decimal point by doubling the proportion. Assign 102 to John, 49 to Mike and 49 to Ali.

Yes. You can change any time share price, share number and shareholders.

Setting up a corporation key is mandatory. To access your company in future or to file any change or update, you must enter the corporation key to authenticate that you are the authorized person. During the incorporation time, setting up a key is easy, convenience and less expensive.

The business number (BN) is a nine-digit number designated by the Canadian Revenue Agency (CRA) and is used as a common client identifier for businesses to simplify their dealings with federal, provincial, and municipal governments. Every corporation must have a separate business number.

Corporations must report all income and expenses to CRA. A Corporate tax ID (also known as RC 0001) is used for this purpose. Every corporation must obtain a corporate tax ID with CRA.

Company's official email is added to the company profile. Your corporation's notifications, warning and messages goes directly to this email address. If you need to reset your company key at any time, the reset code will be sent to this email.

The corporation's officers (President, CEO, VP, Secretary etc.) manage the business's daily operations, and in their different roles they are given legal authority to act on the corporation's behalf in almost all lawful business-related activities.

Most corporations, in the beginning, assign a single individual in multiple roles (director, incorporator, officer and shareholder). With the growth of the company, these roles can be re-distributed among other individuals.

Normally, the designations 'President' or 'CEO' is assigned to the primary director or the most important individual of the corporation. The next roles are VP, treasurer, secretary, administrative assistant etc.

If you sell products and services in Canada and collect GST/HST from your Customers, then GST/HST Account Number is Required. Customer's invoice or receipt must show the HST number. Unable to collect HST may cause penalty by CRA.

If you hire Employees including yourself, then you need a Payroll Account Number. If you do not have an employee, your own salary or a family member's salary can be processed through the payroll account to take advantage of CRA 'income splitting'. Please note, this is not a payroll service, rather the initial set up of a payroll account with CRA.

If your business involves importing physical goods, it is required. The government uses this account to process the customs clearance.

If your business involves exporting physical goods, it is required. The government uses this account to process the customs clearance.

Share certificates are legal and official proof of ownership of a corporation. Bank may ask to show it to open a bank account. Most people choose 5 share certificates to save costs; some choose 10 or 20. It includes blank certificates in case you want to add spouse, child or friend as shareholder in future.

The company seal, is a tool used to stamp or emboss your company's important documents in order to show the document is certified by, and agreed upon by, the Board of Directors of the company. Commonly used for:

1. employment and vendor contracts
2. minutes from Board of Directors meetings
3. leases
4. To be granted for bank loans or mortgages
5. any contracts or agreements

Supplies (minute book binder, seal, share certificates) will be shipped by Canada Post to your corporation's mailing address.

Yes, we offer 3 types of post-incorporation and maintenance service:

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• Annual Return: At the end of the year, we will file annual corporate return for you.

---

• Phone Support:
corporate Update (address change, director's change, shareholder change, officer change). Please Click Here for more details.

---

• Complete Maintenance: Annual Return + Phone Support + Notice of Changes Click Here for more details.

The Annual Return of Corporation must be filed for every Canadian corporation every year to keep the corporation active. This is filling to keep the corporation’s records up to date.

Yes, the expense is tax creditable. When you incorporate a company, the expenses are called business development expenses which are tax creditable. Any spending you do after incorporation is considered as operating expenses which are not tax creditable.

We recommended to reserve a domain name in your business name. If your domain name is taken by any domain reserving company or a competitor, it could be difficult to establish your brand and continue the business without a proper website. (example: www.yourbusinessname.ca)

A Business Email Address is the one that has your business name in it, and will be used for business communications that is based on your custom domain. (example: CustomName@companyname.com)

Google Business Profile is a free business listing from Google. It allows you to provide details and photos of your business, including your location, services, and products.Creating this free profile is a great way to increase your visibility across Google services. Information from your Google Business Profile may appear in Google Search, Google Maps, and Google Shopping.

The package does not include the extract of the draft version from governmental systems and sending it to our customers. Should you wish to review the draft before the final submission, this option is available. Be informed that your chosen service speed determines when the draft copy is emailed to you. If we don't receive your green signal within a designated timeframe, our representative will proceed with the final submission and subsequently deliver the relevant company establishment documents to you.

Canada Post offers the following options for shipping an item within Canada:

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• Xpresspost Certified: is a service for sending documents that captures the recipient's signature upon delivery of the item. This service is ideal for sending important notices as well as legal and court documents.

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• Expedited: is fast, cost-effective ground shipping within Canada. All items can be tracked and have on-time guarantees.

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• Regular Parcel: is a cost-effective ground delivery service available to customers.

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