BC Incorporation Registration

Incorporating a business in British Columbia (BC) offers numerous benefits, including limited liability, enhanced credibility, and potential tax advantages. This comprehensive guide will navigate you through the intricate process of incorporation in BC, providing valuable insights for entrepreneurs and business owners.

Types of businesses you can register in BC.

Businesses in BC can choose between federal and provincial incorporation. Each option has its advantages, depending on your business needs and goals. We’ll delve into how to make an informed decision between these two paths, considering factors like operational scope and regulatory environments.

BC Sole Proprietorship

BC Sole Proprietorship is a simple and common form of business ownership in British Columbia, where a single individual owns and operates the business. In this structure, there’s no legal distinction between the owner and the business, meaning the owner is personally responsible for all debts and liabilities of the business. It’s favored for its ease of setup and minimal regulatory requirements, making it a popular choice for many small business owners and entrepreneurs in BC.

BC Partnership

BC Partnership is a business arrangement in British Columbia where two or more individuals or entities come together to conduct business. In this structure, partners share profits, losses, and management responsibilities, and each partner is personally liable for the debts and obligations of the business. Partnerships in BC are favored for their simplicity of formation and the ability to pool resources and expertise.

BC Incorporation Registration

BC Company refers to a business entity incorporated in British Columbia, Canada, which is recognized as a separate legal entity from its owners. In this article we will focus on BC Company.

What is a BC Incorporation?

Corporation is a type of business entity that is legally distinct from its owners. It is recognized as a separate legal entity under the law, with its own rights, privileges, and liabilities. BC corporation, or a corporation in British Columbia, Canada, is a type of business entity that is formally registered and recognized under the laws of the province of British Columbia. Similar to corporations in other jurisdictions, a BC Incorporation has its own distinctive characteristics. BC company registration is an option for entrepreneurs and businesses seeking the benefits of incorporation, such as limited liability and potential tax advantages, within the specific legal framework of British Columbia.

It’s a popular choice for businesses looking for growth, longevity, and the ability to attract investment.

Why incorporate in British Columbia?

Incorporating in British Columbia (BC) offers distinct benefits, making it an attractive option for businesses.

the legal framework for BC Incorporations ensures a clear governance structure, aiding in efficient management and compliance with regulatory requirements. Incorporating in BC thus presents a blend of financial advantages, legal protections, and operational efficiencies.

Less paperwork & fees compared to a federal Canadian corporation.

Incorporating a business provincially in British Columbia (BC) can be more cost-effective and involve less paperwork compared to incorporating federally in Canada. Provincial incorporation in BC typically requires fewer fees, making it a budget-friendlier option for small businesses and startups. This lower cost barrier is particularly advantageous for those looking to minimize initial expenses. Additionally, the process of provincial incorporation usually involves less bureaucracy and simpler administrative procedures. The reduced paperwork is a significant benefit, as it streamlines the incorporation process, allowing business owners to focus more on operational aspects rather than extensive documentation. This ease of setup, combined with cost savings, makes provincial incorporation in BC an attractive option for many entrepreneurs and business owners looking to establish their presence in Canada.

 No Canadian Residency Requirement

In some jurisdictions, incorporating a business requires that one or more of the company‘s directors be residents of that country. However, British Columbia (BC), Canada, stands out for its lack of a Canadian residency requirement for directors when incorporating a company. This means that individuals who are not Canadian residents can fully own and manage a corporation in BC. This policy makes BC an attractive location for international entrepreneurs and investors looking to establish or expand their businesses in Canada. By removing the residency barrier, BC opens its doors to global business opportunities, allowing a more diverse range of individuals to contribute to and benefit from the province’s economy, without the need for relocating to Canada.

Should I incorporate federally or provincially in British Columbia?

Here is a table comparing the aspects of federal incorporation versus provincial incorporation in British Columbia:

This table outlines key differences that can help in making an informed decision on whether to incorporate federally or provincially in BC, depending on your business’s specific needs and goals.​

Is federal incorporation more prestigious than BC incorporation?

The perception of federal incorporation as more prestigious can vary depending on context and perspective. Federal incorporation in Canada, which creates a corporation under the laws of the Canadian federal government, is often seen as having a higher status due to its national scope. This perception stems from the ability of federally incorporated companies to operate across all provinces and territories under the same name, suggesting a broader, more substantial business presence.

Moreover, federal incorporation provides more extensive name protection across the entire country, which can be viewed as a sign of a more established, serious business venture. This national recognition can be particularly appealing to businesses with ambitions to expand beyond provincial boundaries or those aiming to establish a significant presence in the Canadian market.

However, the perceived prestige should be weighed against practical considerations such as the business’s operational needs, goals, and the regulatory requirements of both federal and provincial incorporation. For some businesses, especially those focused on operating within a specific province like British Columbia, provincial incorporation might be more advantageous and practical. Ultimately, the choice between federal and provincial incorporation should align with the business’s strategic objectives and operational plans, rather than being solely influenced by perceptions of prestige.

Step by step Process to incorporating in BC

Registering a corporation in British Columbia (BC) involves several key requirements:

Choose a BC Business Structure.

There are two types of standard corporation in British Columbia.

BC Numbered Incorporation

BC Numbered Company is a type of business entity in British Columbia that is identified by a unique number instead of a traditional name. This is a quick incorporation option where the government assigns a sequential number as the corporation‘s legal name. It’s often chosen for its simplicity and speed of formation, particularly when a specific corporate name is not a priority for the business owner.

Example: 123456789 BC Ltd.

BC Named Incorporation:

BC Named Company is a business entity in British Columbia that operates under a specific, chosen name rather than a government-assigned number. This type of incorporation allows for a unique and identifiable corporate name, reflecting the brand or purpose of the business.

Example: Adams Automobile Inc.

Choosing and Reserving a BC Business name:

Choosing a business name in British Columbia (BC) is a crucial step in the incorporation process, but it’s subject to certain rules and regulations.

Key Aspects of Choosing a Business Name in BC

Uniqueness: Your business name must be distinctive and not easily confused with existing names in the BC Registry. It should not be too like any existing corporation name, trademark, or business identity.

Components: Typically, a BC business name consists of three parts: a distinctive element (unique identifier), a descriptive element (indicating the nature of the business), and a legal element (like Ltd., Inc., or Corp.) indicating the type of business entity.

We recommend you to do NUANS Name Pre-Search brfore your decision of a name choice. By Nuans Preliminary search you can connfirm that your name is available or not.

Legal requirements of a named BC named Company:

Company name should have three components:

Distinctive Element + Descriptive Element + Legal Suffix

For example: TimHortons Restaurant Inc.

Here,

Distinctive Element “TimHortons” which promotes the corporation’s brand.

Descriptive Element “Restaurant” describes the nature of the corporation. And

Legal Suffix: “Inc.” is legal endings.

You can choose any legal suffix (“Inc”, “Ltd.”, “Corp.” or “corporation”, “Limited”, Incorporated”) and there are no legal implications or significant differences between those options. Basically, you can choose whatever you like.

There are many companies that simply have a distinctive element and a legal ending with no descriptive element (i.e. Meta Inc.). But not everyone is Meta and without a descriptive element, there is a higher chance that your name will be rejected without a descriptive element.

In British Columbia, you have the option to include three different business name choices in your application, allowing you to initially propose a unique name and then select an alternative if your first choice is not approved.

BC Name Approval:

The proposed corporate name must be approved to ensure it’s unique and not similar to existing names in BC. This involves submitting a Name Approval Request to the BC Registry Services.

Names You Cannot Register in BC:

Confusingly Similar: Names that are too similar to existing registered names, potentially leading to confusion, are not allowed.

Misleading Names: Names that could mislead or deceive the public about the nature of the business are prohibited.

Offensive Language: Any name that includes offensive or vulgar language is not permissible.

Restricted Terms: Certain terms that imply government affiliation or official status, or those that require professional qualifications (like “Law”, “University”) are often restricted or require additional approvals.

The name cannot be offensive: Do not register a business name that is offensive or considered obscene. This includes names that are racially or ethnically offensive, as well as profanity.

BC Articles of Incorporation:

You must prepare and file Articles of Incorporation. This document includes details like the corporation’s name, types of shares, the number of directors, and any restrictions on the business activities.

Registered Office Address: A physical address in BC must be provided as the registered office of the corporation. This address is where official documents will be sent and legal papers can be served.

Directors and Officers: BC corporation must have at least one director. Directors don’t need to be residents of BC. You must provide the names and addresses of all directors and officers.

BC Incorporation Agreement:

This is an agreement signed by the incorporators (people or entities forming the corporation) agreeing to take one or more shares in the company.

Filing with BC Registry Services: Submit the Articles of Incorporation, Name Approval, and other required forms and documents to the BC Registry Services provider or directly to them, along with the appropriate filing fees.

Corporate Records: Maintain a corporate records book which includes your incorporation documents, minutes of meetings, share registers, and other key corporate documents.

Business Number (BN) Registration: You must register for a Business Number (BN) with the Canada Revenue Agency (CRA) for tax purposes, which is used for GST/HST, payroll, and other federal taxes.

Set up WorkSafe BC registration:

Setting up WorkSafe BC registration involves registering your business with WorkSafeBC to provide workplace injury insurance for your employees in British Columbia. This process ensures that your business complies with provincial regulations, providing coverage for work-related injuries and illnesses and promoting a safe work environment.

BC Annual Report:

After incorporation, the corporation must file an annual report with the BC Registry Services every year.

Additional Licenses and Permits: Depending on the nature of the business, additional provincial or municipal licenses and permits may be required.

It’s essential to ensure compliance with these requirements for a smooth incorporation process and ongoing operations of your BC corporation. Consulting with legal and financial professionals can also be beneficial to navigate the specifics of incorporation.

How to incorporate your incorporation in BC:

• Do it yourself (DIY)
• Incorporate with Lawyers
• Incorporating through RegiCorp

Incorporating a company can be approached in several ways, each with its unique process and considerations. Here’s an elaborate explanation of three common methods: Do-It-Yourself (DIY), incorporating with lawyers, and using a service like RegiCorp.

Do-It-Yourself (DIY)

Process:

Research: Begin with thorough research on the incorporation process in your jurisdiction. Understand the requirements, forms, fees, and legal obligations involved.

BC Incorporation Name Approval: Choose and secure a unique name for your company. This typically involves submitting a name approval request and ensuring it does not conflict with existing names.

Preparation of Documents: Draft and prepare necessary documents, including Articles of Incorporation, bylaws, and Company agreement. This requires a clear understanding of corporate structures, share types, and director roles.

Submission and Filing: File these documents with the relevant government body (such as the state or provincial corporate registry) and pay the required fees.

Post-Incorporation: After incorporation, comply with ongoing requirements like annual reports, tax registrations, and maintaining corporate records.

Pros:

• Cost-effective as it avoids professional fees.
• Provides a deep understanding of your corporate structure and legal foundations.

Cons:

• Time-consuming and requires a steep learning curve.
• Risk of errors or non-compliance due to lack of legal expertise.

Incorporate with Lawyers

Process:

Consultation: Engage a corporate lawyer or a law firm specializing in business law. Initial consultations typically involve discussing your business needs, structure, and goals.

Legal Guidance: The lawyer navigates you through the entire process, from name approval to drafting and filing documents. They ensure all legalities are addressed, including share structure and director liabilities.

Representation: Lawyers can represent you in filings and dealings with government agencies.

Post-Incorporation Support: They often provide ongoing support, helping with compliance, amendments, and legal advice as your business evolves.

Pros:

• Expertise ensures accuracy and compliance.
• Saves time and mitigates risks associated with legal non-compliance.
• Ongoing legal support for complex corporate matters.

Cons:

• More expensive due to professional fees.
• Might be more than necessary for very small or straightforward businesses.

Incorporating through RegiCorp

Process:

Selection of Service Package: Choose a service package that fits your business needs. These packages often range from basic to comprehensive, including various levels of support.

Providing Information: Fill out forms or online questionnaires with details about your business.

Service Handles Filings: The service takes care of name searches, document preparation, and submission to the appropriate registry.

Additional Services: Many services offer extra support, like creating a minute book, setting up tax accounts, or providing templates for corporate documents.

Advantages:

• More cost-effective than hiring a lawyer.
• Simplifies the process with guided assistance and pre-prepared documentation.
• Offers a balance between DIY and full support to register Business

Registering BC Incorporation in Vancouver make any differences?

Registering a business in Vancouver, British Columbia (BC) essentially follows the same provincial guidelines and requirements as in other parts of BC.

Post-registration support and services:

BC Corporate bylaws:

Corporate bylaws are a set of rules and procedures that govern the internal management of a corporation. They are essentially a blueprint for how the corporation will operate and are typically established by the corporation’s board of directors during the early stages of formation.

Key aspects of corporate bylaws include:

Organization Structure: Bylaws outline the structure of the corporation, including the roles and responsibilities of directors, officers, and shareholders.

Meetings: They specify how and when shareholder and board meetings are held, including how decisions are made, voting procedures, and notice requirements.

Director and Officer Appointments: Bylaws detail the process for electing or appointing directors and officers, including terms of office, qualifications, and procedures for removal or resignation.

Shareholder Rights: The bylaws define shareholders’ rights and how they can exercise them, such as voting rights and the ability to sell or transfer shares.

Record Keeping: They establish requirements for maintaining corporate records, including financial records, meeting minutes, and other important documents.

Amendments: Bylaws also outline the process for amending these rules, ensuring flexibility for the corporation to adapt to future changes.

HOW TO REGISTER FOR GST/HST AND PST IN BC

To register for GST/HST and PST in British Columbia, you can apply online through the Canada Revenue Agency (CRA) website for GST/HST and the BC government’s eTaxBC service for PST.

How long does it take to incorporate a BC Incorporation?

The time it takes to incorporate a corporation in British Columbia (BC) can vary, but generally, the process is quite efficient. If you submit your incorporation documents online, the approval can often be completed within a few business days.

However, if you choose to file your documents through mail or in person, it may take longer, potentially a few weeks. This timeframe can also be influenced by the complexity of your incorporation application and the current workload of the BC Registry Services.

Additionally, the time taken for preliminary steps, such as name approval and preparing necessary documents, should also be factored in when estimating the overall timeline for incorporation.

Should I incorporate in British Columbia?

Benefits of  incorpoaration in BC:

Incorporating a business in British Columbia (BC) offers several significant benefits:

Limited Liability: Incorporation creates a legal distinction between the business owners (shareholders) and the corporation itself. This means that shareholders are typically not personally liable for the debts and liabilities of the corporation. If the business incurs debt or is sued, the personal assets of the shareholders are usually protected.

Continuous Existence: A corporation has a perpetual existence, meaning it can continue to exist beyond the life of its founders. This continuity can be beneficial for long-term business planning and for attracting investment.

Tax Advantages: Incorporating in BC may offer tax benefits. Inorporations are taxed separately from their owners and often at a lower rate than personal income. Additionally, corporations have access to certain tax deductions and credits that are not available to unincorporated businesses.

Credibility: A corporate structure can lend credibility and legitimacy to a business. It signals to customers, suppliers, and investors that the business is serious and established, which can be advantageous in building trust and securing contracts.

Raising money: Corporations often find it easier to raise capital. They can issue shares and attract investors. This ability to sell equity can be a significant advantage for business expansion and development.

Transferable Ownership: Shares of a corporation can be sold or transferred more easily than ownership stakes in other business structures. This feature makes it simpler to bring in new investors or to sell the business.

Flexibility in Management: In a corporation, shareholders (owners) and managers can be different people. This allows for a professional management team to run the business, which can be beneficial if the original owners lack certain management skills or want to reduce their day-to-day involvement.

Attractive to Employees: Corporations can offer stock options or shares to employees, which can be an effective tool for attracting and retaining talent.

Legal Structure and Governance: A corporation’s legal structure provides a clear framework for governance and decision-making, which can be helpful in establishing roles, responsibilities, and business processes.

Name Protection: When a business incorporates, its name is protected in British Columbia. No other entity can register a corporation or a partnership with the same name in the province, which helps in establishing a unique brand identity.

Incorporating in British Columbia offers a blend of legal protection, financial benefits, and operational advantages that can be instrumental in the growth and sustainability of a business. However, it’s important for business owners to carefully consider their specific situation and seek professional advice to ensure that incorporation is the right choice for their business goals and needs.

Disadvantages of BC incorporation:

Cost: Incorporating can be more expensive than operating as a sole proprietorship or partnership. Initial setup fees, annual filing fees, and potential legal and accounting costs can add up.

Complexity: Corporations are subject to more regulations and legal requirements than other business structures. This complexity can require more time and effort to ensure compliance.

Why Business owner & Entrepreneurs Love RegiCorp:

RegiCorp is a favorite among business owners and entrepreneurs for its comprehensive assistance in registering, maintaining­­­­­­­, and growing small businesses in British Columbia. As a Canadian company specializing in one-stop incorporation and business registration services, we offer an array of services at an affordable cost.

Our membership with Corporations Canada and BC Online Registries, coupled with our in-house legal team and chartered accountants, allows us to provide a full suite of services. These include Name Search and reservation, Name Approval for corporations, CRA Business Number Registration, corporate tax account setup, WorkSafe BC registration, payroll and import-export account setup, and more.

We also handle the preparation of legal documents such as articles of incorporation, by-laws, resolutions, and minutes, ensuring efficient and accurate registration with the government corporate registry system, and prompt delivery of incorporation and registration documents.

FAQs on How to Incorporate in British Columbia:

1. What are the first steps to incorporate a business in British Columbia?

The first steps include choosing a unique business name and getting it approved by BC Registry Services. Then, prepare and file the Articles of Incorporation, and determine your share structure and the number of directors for your corporation.

2. How do I choose a name for my BC corporation?

The name should be distinctive and not similar to existing names in the BC Registry. It usually consists of three parts: a distinctive element, a descriptive element, and a legal corporate designation (like Ltd., Inc., or Corp.).

3. Do I need a lawyer to incorporate in BC?

While not mandatory, it’s advisable to consult with a lawyer, especially if your incorporation involves complex structures or agreements. Lawyers can ensure legal compliance and help navigate the incorporation process.

4. How long does it take to incorporate a business in BC?

Online applications are typically processed within a few business days. Paper applications submitted by mail or in person may take longer, potentially several weeks.

5. What are the costs of incorporating in BC?

Costs include the fee for name approval, filing the incorporation application, and any legal or professional fees if you enlist professional help. These fees can vary, so it’s best to check the current rates on the BC Registry Services website.

6. Are there ongoing requirements after incorporating in BC?

Yes, corporations in BC must file an annual report, maintain up-to-date corporate records, and comply with tax filings and other regulatory requirements.

7. Can a non-resident incorporate a business in BC?

Yes, BC does not have residency requirements for directors or shareholders of corporations, making it possible for non-residents to incorporate a business in the province.

8. What is the difference between federal and provincial BC incorporation?

Federal corporation allows you to operate under the same name across Canada but requires additional registrations in other provinces. Provincial incorporation in BC is generally simpler and more cost-effective if you plan to operate primarily within the province.

9. Do I need to register for GST/HST and PST after incorporating?

Depending on your business activities and revenue, you may be required to register for GST/HST with the Canada Revenue Agency and PST with the BC government.

10. Can I convert my existing sole proprietorship or partnership into a BC Incorporation?

– In a word “No”. But you can convert your existing business structure into a corporation. This process involves several steps, including transferring assets and liabilities, and should be done with professional assistance to ensure compliance and tax efficiency.