Incorporate with a Lawyer
Incorporation is the creation of a corporation. By incorporating with a lawyer, you can ensure your corporation is property formed, that your liability is limited, and that any questions you have are answered. A lawyer can answer any corporate questions you may have which will help you properly operate your corporation. Although one can incorporate themselves or with a online filing service, only a lawyer can provide you with the legal advice you see to ensure you benefit from the limited liability protection afforded by a corporation.
Incorporation is the creation of a Corporation. Corporations aggregate are by far the most common and important form of business organization in modern Canadian society. They range in size from small corporations, with a single shareholder, no employees and nominal capital, to huge multinational enterprises with hundreds of thousands of shareholders and employees, and issued capital in the billions of dollars.
There are a lot of different types of corporations, including of a For-Profit, Not-For-Profit, Co-operative and Professional Corporations. Incorporation can be done at the federal or provincial/territorial level using the Ontario Business Corporations Act (the “OBCA“) which is administered by the Ministry of Government and Consumer Services and the Canada Business Corporations Act (the “CBCA“) which is administered by Corporations Canada. More information on choosing a jurisdiction can be found here.
When you incorporate your business, it is considered to be a legal entity that is separate from its shareholders. Moreover, the share structure of a corporation could also have tax implication. As a shareholder of a corporation, you will not be personally liable for the debts, obligations or acts of the corporation. It is always wise to seek legal advice before incorporating. Pawlina Law can advise you on whether to pursue incorporation, how to structure your share provisions and all other aspects of incorporation. Unlike other incorporation services, we focus on Corporate Law.
Cost of Incorporating – $680.00 + HST and Disbursements
Our professional fee for a normal corporation is $680.00 + HST and Disbursements. Disbursements are expenses that we incur on your behalf, such as an incorporation filing fee. We can assist you to incorporate in Ontario. For a named Ontario corporation the expected Disbursements are $428.94 (inclusive of HST). For a named Federal Canada Corporation, the expected Disbursements are $213.80 (inclusive of HST). Our services include everything you need to property set up your corporation, including:
- Digital Minute Book
- Articles & Certificate of Incorporation
- Corporate By-Laws
- All necessary Director & Shareholder Resolutions
- Share Subscription & Share Certificates
- All necessary Registers & Ledgers
Advantages of Incorporation:
- Limited liability meaning, unless there are special circumstances, only the assets of the corporation will be used to fulfill corporate liabilities. Your personal assets will be safe
- Ownership is transferable to another person or corporation by transferring the shares of the corporation
- As long as filings are maintained and the corporation is not dissolved, the corporation’s existence is continuous
- Separate legal entity meaning the corporation can act on its own with its own assets and liabilities
- Easier to raise capital than it might be with other business structures as you can issue shares
- Possible tax advantage as taxes may be lower for an incorporated business
Disadvantages of Incorporation:
- A corporation is closely regulated
- More expensive to set up a corporation than other business forms
- Extensive corporate records required, including documentation filed annually with the government
- Possible conflict between shareholders and directors
- You may be required to prove residency or citizenship of directors
Choosing between Provincial (Ontario) and Federal Incorporation
Clients are often surprised when asked whether they would like to incorporate federally under the Canada Business Corporations Act (R.S.C., 1985, c. C-44) (the “CBCA”) or provincially under Ontario’s Business Corporations Act, R.S.O. 1990, c. B.16 (the “OBCA”). They are either surprised that the provincial option even exists, or they are surprised that we would consider provincial incorporation as they think that federal must always be better. However, both are good options and only by examining a client’s circumstances can a determination be made. More information can be found here. Pawlina Law can assist you with making this important decision.