Registering or renewing a Business in Manitoba is an important step in launching your entrepreneurial dream. Whether you’re a first-time entrepreneur or expanding an existing business, understanding how to register a business in Manitoba is the crucial first step. Like other jurisdictions in Canada, Manitoba has many businesses. From sole proprietorships to corporations, this guide will walk you through the registration process and highlight the different business structures available in the province.
Choosing the Right Business Structure in Manitoba
It’s important to understand the types of business structures available in Manitoba. Each structure has its own legal, tax, and operational implications, so selecting the right one is essential.
Manitoba Sole Proprietorship
A sole proprietorship is the simplest business structure. Here, the business owner is the sole operator. A sole proprietor is the only owner of the business. He/she is personally responsible for business liabilities. In the beginning, many small business owners opt for this structure because it’s easy to set up and has fewer regulations.
Key Features:
- One person has full control and decision-making power.
- It is easy and inexpensive to register.
- Personal liability for all business debts and obligations.
Register a Sole Proprietorship in Manitoba
Registering a Manitoba Sole Proprietorship is easy, quick, and can be completed in minutes with RegiCorp. There are two steps to register a Manitoba Sole Proprietorship. Manitoba Name search and Reservation and Submit for business registration.
First, you should check the name conflicts of your proposed sole proprietorship business name using a preliminary name search. If you see that your name is available, you now need to submit a “name reservation request”. Once the name is approved, your business name is ready to register. The name reservation is valid for 90 days. Within 90 days you must register your approved business name. Otherwise, it will expire and a new name need to be reserved.
Manitoba General Partnership
When two or more people agree to share ownership, profit, loss and responsibilities it called general partnership. Each partner contributes to the business in terms of capital, skills, or labor, and shares in the profits and losses.
Key Features:
- All Partners share their profits and losses.
- All partners are personally liable for the business’s debts.
- Easier to set up than a corporation but involves more legalities than a sole proprietorship.
Manitoba Limited Partnership
A limited partnership in Manitoba is a type of partnership where one or more partners have limited liability. In a Limited partnership there must be at least one general partner and at least one limited partner. Limited partner(s) liability is restricted to the amount they invested in the business. They also know as “silent Partner”.
Key Features:
- There must be at least one general partner who assumes full liability.
- Limited partners are liable only to the extent of their investment.
- Limited partners typically have no management role in the business.
Manitoba Limited Liability Partnership (LLP)
A Manitoba Limited Liability Partnership (LLP) is a business entity for doing partnership where the liability of most partners is limited. Typically, lawyers, accountants, or doctors are form Limited Liability Partnership (LLP).
Each partner in an LLP is not personally liable for the negligence or misconduct of the other partners.
Key Features:
- All partners have limited liability.
- Professionals in regulated industries primarily choose this structure
- Partners have protection from each other’s liabilities.
Registering Your Manitoba Partnership Business:
Registration of a partnership as like as sole proprietorship. Once you’ve chosen a partnership business structure, the next step is to reserve a unique business name for your partnership. This can be done through the Manitoba Business Name Reservation with RegiCorp. Here’s what you’ll need:
- Proposed Partnership Business Name: Ensure it’s not already in use or confusingly like existing names. Once your partnership business name is approved your main step has done.
Submit for Business Registration: Alongside, Manitoba business name reservation Provide your name, address, and phone number and submit for partnership registration.
Manitoba Corporation
A corporation is a separate legal entity from its owners. For anyone who wants the most liability protection this business structure is best for them. It can be more complex and expensive to set up, but it offers distinct advantages such as the ability to raise capital more easily and limited liability protection.
Key Features:
- It is a Separate legal entity from its shareholders.
- It offers limited liability for owners.
- It can raise funds through the sale of shares.
- It has more regulatory requirements and costs compared to other structures.
Incorporate in Manitoba
In Manitoba, anyone can incorporate a business corporation as either a Manitoba corporation or a Federal corporation with extra-provincial. In the legal aspect, both have the same status. The main difference is Federal corporations have name protection across Canada. But Manitoba Corporation’s name is only protected in Manitoba.
There are two steps to incorporate a Manitoba corporation.
Steps to Incorporate a Manitoba Business Corporation
Registering a Manitoba Business Corporation is similar to other businesses registered in Manitoba. However, registering a Manitoba business corporation is a little more formal than other structures.
There are two steps to incorporate a Manitoba corporation.
Manitoba Corporation Name Reservation:
You must look for and reserve your Manitoba business name to incorporate a corporation in Manitoba. This business reservation report verifies that the name you have proposed for your company is both available and compliant with the provincial naming laws in Manitoba. Before reserving a business name, RegiCorp offers limitless business name searches for all of its corporation packages.
File Articles of Incorporation:
The foundation of a Manitoba corporation is its articles of incorporation. Each incorporation in Manitoba is required to select and submit the articles of incorporation that best serve its objectives. Later on, it will be expensive and time-consuming to amend Manitoba’s articles of incorporation. The corporation name, registered office, directors, share structure, and incorporators of your corporation are all listed in this document.
Once your Manitoba Corporation Name is reserved your important part is done. The name is reserved for 90 days. Now, file the articles of incorporation with the Government Office or official service provider (like RegiCorp) in Manitoba. You can submit it online with RegiCorp.
Steps to Incorporate a Federal Corporation with Manitoba Extra-Provincial Registration
The steps of incorporating a federal corporation with extra-provincial in Manitoba are somewhat different than incorporating a Manitoba Business Corporation. The steps are the following-
Federal Reservation Report: First you must conduct a Federal Nuans name search. If your federal name is available, you should reserve a “federal Reservation report”
Name Pre-approval: Once you get your “federal Reservation report” in this step you need to submit a request for “Preapprove a corporate name”. After a thorough analysis if your proposed Federal corporation name is approved Corporation Canada will give you a Request ID and confirmation number. This part is the hardest part of incorporating a Federal corporation. These two IDs need to incorporate your federal corporation. If your proposed corporation name has any conflicts or discrepancies, they will send you a name rejection letter where they will mention why your business name is not approved.
Incorporate in federal: After your name approval, you can now incorporate your federal corporation. If you place an order for rush hour it may take 2-4 hours to get your federal corporation documents by email. With these registration documents, you can open your bank account. You must keep these documents in your Minutes book.
Federal Numbered Corporation: Instead of a Named Federal corporation you can also incorporate in federal a numbered corporation. That is the easiest way to incorporate a federal corporation. With RegiCorp you can get your numbered federal corporation in just 30 minutes. Surprising right!! Yes, not dream, RegiCorp makes your dream a reality.
Extra-Provincial Registration: Extra provincial registration in Canada refers to the process where a corporation can operate its business activity in other provinces or territories in Canada other than where it was originally incorporated.
When you incorporate a federal corporation, you must register at least one Extra-provincial registration where your head office will operate. Some banks also are not allowed to open a bank account without extra provincial registration.
Main benefit of federal corporation with Manitoba extra-provincial registration you do not need to reserve your corporation’s name in Manitoba again. We already mention that once your federal name approved and registered no one can use your corporation name in Canada.
For example, a Manitoba-incorporated company looking to do business in Ontario must file for extra-provincial registration in Ontario. This registration involves submitting specific forms, fees, and documentation, such as proof of incorporation and information about directors, to the provincial or territorial registry.
The purpose is to protect consumers and ensure businesses adhere to local laws, even if they originated outside the jurisdiction.
Manitoba vs Federal Incorporation: Which is Best for Your Business?
Manitoba Incorporation is ideal for businesses primarily operating within Manitoba. best for businesses that plan to operate only within Manitoba or have a local customer base. It offers simpler procedures and lower costs but limits operations to the province.
Federal Incorporation is ideal for businesses with national ambitions or those that want broader name protection and credibility across Canada. It’s a good choice for companies looking to expand outside Manitoba and those who want a brand recognized on a national level, and access to federal programs. It also involves higher costs and more complex procedures
Manitoba Businesses’ Annual and Ongoing Obligations
- Annual Return Filing (Corporations): All Manitoba corporations must file annual returns to confirm that the business is still active. It should be filed Annually on or before the anniversary of incorporation
- Renew Business Name Registration: Sole proprietorships, All partnerships, and other unincorporated Business entities must renew their business name registration in every three years.
- Corporate Tax Filing: All Manitoba corporations must file a corporate tax return annually, within six months of the corporation’s fiscal year-end
- GST/HST Filing: Businesses that have registered for a GST/HST number must file regular GST/HST returns, depending on their revenue.
- Payroll Deductions and Filings: Employers must withhold and remit payroll deductions if they have Staff either part-time or full-time.
- Workers’ Compensation Coverage (WCB): Manitoba Businesses with employees must register with the Workers Compensation Board of Manitoba (WCB) and pay premiums based on their payroll.
- Corporate minute book & Records: All Manitoba businesses must maintain accurate and up-to-date information. Manitoba requires businesses to keep these records for at least six years for tax and audit purposes.
Manitoba Trade Name
If you want to operate under a different name from your corporation, you’ll need to register a Manitoba Trade Name. This is often referred to as a “Doing Business As” (DBA) name.
Key Features:
- Allows you to operate under a different business name.
- Helpful to keep a separate account
What documents do I need to register a business in Manitoba?
For most structures, you’ll need:
- The approved Business Name Reservation Number.
- Completed registration forms for your chosen structure.
- Business owners or partners’ details (full name, Address).
- An office address in Manitoba.
- Articles of Incorporation Filing
Register Your Business in Manitoba with RegiCorp
There is a lot of complexity to register a business in Manitoba. RegiCorp offers comprehensive business services that make businesses registration properly and in compliance with provincial laws. With RegiCorp, you can:
- Reserve your Manitoba business name
- Ensure compliance with provincial regulations.
- Get assistance with incorporation, partnership agreements, and other essential documents.
- Providing a Registered Office and Registered Agent Service
- Focus on growing your business while they handle the paperwork.
Is name reservation mandatory for all Manitoba businesses?
Yes, a business name reservation is mandatory to register a business in Manitoba. You must ensure your chosen name is unique within Manitoba. Name approval must be completed before registering
Are there other permits or licenses required after registering?
Yes, depending on your industry. For example, retail businesses may need local permits, while restaurants require health permits. Use the BizPaL tool on Manitoba’s website to check specific licensing needs.
Can I register my business in Manitoba online?
Yes, you can complete the registration process online through the RegiCorp website. Where you can reserve your name and submit forms electronically.
Do sole proprietorships and partnerships need to renew their registration?
Yes, sole proprietorships and partnerships must renew their business name registration every three years to maintain active status.
Is Manitoba registration required if I incorporate federally?
Yes, federally incorporated businesses must also register extra-provincially in Manitoba if they plan to operate in the province.
How can I protect my business name across Canada if I register in Manitoba?
If you only register in Manitoba, name protection is limited to the province. For national name protection, you consider federal incorporation.
Can I operate outside Manitoba with a Manitoba-registered business?
To Operate outside Manitoba typically requires extra-provincial registration in each additional province or territory.
What happens if I miss my renewal deadline?
Failing to renew could lead to the dissolution of your business name, meaning others could register it. You’d need to reapply to regain the name.
Is Manitoba incorporation faster than federal incorporation?
Generally, a Federal Corporation is faster than incorporating a Manitoba Corporation. However, if you register a federal corporation with extra-provincial registration may take longer due to broader compliance.
Can I operate under multiple trade names with a single business registration in Manitoba?
Yes, you can. However, each trade name (DBA) must be registered separately under your corporation. Keep in mind you do not register a trade name under an unincorporated business. It allows only for corporations.
Conclusion
Registering a business in Manitoba is a straightforward process once you understand the available business structures and the steps involved. Whether you’re starting a Manitoba sole proprietorship, general partnership, or corporation, following the right procedures ensures your business is legally compliant from day one.
Don’t let the paperwork slow you down! Consider using RegiCorp to ensure your business registration goes smoothly. Now that you know how to register a business in Manitoba, you’re ready to take the next step toward building your entrepreneurial dream.
Start your journey today by registering your business in Manitoba!