This outline of incorporation procedures is for those who have newly incorporated a company in Canada. It answers the question, “What do I do once I’ve received my certificate of incorporation?” For an outline of the steps for creating and registering a corporation, see How To Incorporate Your Business in Canada.
1. Purchase a corporate minute book.
Once you have received your certificate of incorporation, you need to start keeping a corporate minute book, as the law requires that certain corporate records will be maintained and kept at your corporation’s records office.
Besides a copy of all the documents you prepared to register your corporation, your minute book will include documents such as:
- A directors’ register
- A members’ register
- A securities register
- All corporate by-laws
- Minutes of all company meetings
- Copies of any forms filed with the government
As your corporate minute book provides a reference to all the corporation’s documents and provides a record of all the corporation’s business, it’s important that it be both complete and well-organized, whether you use a simple binder or have your corporate minute book prepared and maintained by a professional.
2. Purchase a corporate seal.
There is actually no legal requirement to have a corporate seal any more, but many corporations still purchase and use one to emboss the corporation's name on legal documents. You may also find that many banks still insist on having all the agreements your corporation makes with them officially sealed. So it’s best to purchase a corporate seal to avoid future hassles.
3. Complete corporate by-laws, organizational minutes and issue shares.
Now that your corporation is set up, it needs to be organized. The organization of the corporation will be documented in the corporate minute book.
The corporate by-laws are a set of regulations that set out how the corporation will govern itself. Things such as the rights and obligations of officers, for example, will be set out in the by-laws.
The initial organization of the corporation will be achieved by a meeting of the corporation’s directors or shareholders, or by written resolutions which are signed by all the directors or shareholders. By written resolutions or at this first meeting, you will:
- Formally approve and adopt the documents of incorporation Formally approve and adopt the corporate by-laws;
- Elect directors;
- Appoint corporate officers;
- Issue shares to shareholders;
- Formally approve and adopt any other organizational resolutions necessary to organizing your corporation.
4. Set up a corporate bank account.
Because a corporation is a separate legal entity, it must have its own bank account. The bank will require copies of certain incorporation documents, such as the Articles of Incorporation, and may require that particular banking resolutions are passed, to set up a corporate account. Note that all the authorized signing officers of your corporation will have to fill out forms at the bank before they’re allowed to access the corporate account.
5. Get any other permits or licenses required for the operation of your corporation.
Once again, because your corporation is a separate legal entity, it will need its own Business Number – used by the federal government for your GST, corporate income tax, import/export and employer payroll source deduction accounts.
The new corporation may also need to register for PST for collecting and remitting provincial sales taxes, for Workers’ Compensation Insurance, for provincial Employer Health Tax, and for other provincial and/or municipal licenses.
Once you've done all these things, your new corporation is ready to do business. For more information on incorporation see: