Incorporation Lawyers in Vancouver, BC

Incorporation is an important decision for any business, large or small:

Our incorporation lawyers can help you with that decision.

Pax Law can assist you with the following:

Incorporating your company;
Setting up your initial share structure;
Drafting shareholder agreements; and
Structuring your business.

Your Lawyers for Incorporating a BC Company

If you have questions about incorporating your business or are unsure about the process, please reach out to us by scheduling a consultation through our website or by calling our office during our business hours, 9:00 AM – 5:00 PM PDT.

warning: The Information on This Page is Provided to Assist the Reader and Is Not a Replacement for Legal Advice from A Qualified Lawyer.

What is the Process of Incorporating, and Why a Lawyer Can Help You with it:

You will need to obtain Name Reservation

You can incorporate a company as a numbered company, which will have as its name a number assigned by the Registrar of Companies and ending with the word BC LTD.

However, if you intend to have a specific name for your company, you will need to obtain a name reservation from the BC Name Registry.

You will have to choose a three-part name, consisting of:

a distinctive element;
a descriptive element; and
a corporate designation.

Distinctive Element	Descriptive Elements	Corporate Designation
Pax	Law	Corporation
Pacific West	Holding	Company
Michael Moreson’s	Leatherworks	Inc.

Examples of Appropriate Corporation Names

You will need to choose an appropriate share structure with the assistance of your accountant and your legal counsel.

Your accountant will understand how your share structure will affect the taxes you will have to pay and advise your client about the optimal tax structure.

Your lawyer will then create a share structure for your company that incorporates the accountant’s advice while also protecting you and your company’s interests.

The intended share structure will have to take into account the intended business of your company, the expected shareholders, and other relevant factors.

Articles of Incorporation for a BC Company and What They Will Need to Cover

The articles of incorporation are a company’s bylaws. They will lay out the following information:

rights and responsibilities of shareholders;
how company’s annual general meetings are held;
how directors are elected;
the process for making significant decisions about the company;
restrictions on what the company can and cannot do; and
all the other rules that the company will require to function properly.

The province makes general draft articles of incorporation available as the “Table 1 Articles” appended to the Business Corporations Act.

However, a lawyer has to review those articles and make all necessary changes to adapt them to your company’s business.

Using Table 1 articles without review by a lawyer is not recommended by Pax Law.

Incorporating the Company by Filing the Registration Documents

After the above steps are performed, you can incorporate your company by:

Preparing your incorporation agreement and notice of articles; and
Filing the notice of articles and incorporation application with the Registrar of Companies.

After you file your documents, you will receive your certificate of incorporation, including your company’s incorporation number.

What Post Incorporation Steps You Will Need to Take:

Post-incorporation organization of the Company is as important as any pre-incorporation step.

You Will Need to Prepare Resolutions by Incorporators, Appoint Directors, and Allot Shares

After your company is incorporated, the incorporators named in the incorporation application will need to:

Allot shares to the shareholders as set out in the incorporation agreement.
Appoint the company’s directors by resolution.

Based on the Company’s articles of incorporation, the directors or the shareholders may be able to appoint Company officers.

The Company can begin to conduct its business after the Directors and Officers have been appointed. The Company can:

Delegate tasks to its directors, employees, or officers as required;
Enter into legal contracts;
Open bank accounts;
Borrow money; and
Purchase property.

You Will Need to Prepare the Company Records or a “Minute Book”

You are required by the Business Corporations Act to keep information such as minutes of the meetings of shareholders and directors, resolutions of shareholders and directors, a register of all shareholders, and various other information in the company’s registered records office. Furthermore, British Columbia law requires each BC Corporation to keep a transparency register of all the significant individuals in the Company at the Company’s registered records office.

If you are confused or unsure about how to prepare your company’s records as required by law and require assistance, the corporate law team at Pax Law can assist you with preparing all the necessary documents, including any resolutions or minutes.

Why Should You Incorporate Your BC Business?

Pay Less Income Tax Upfront

Incorporating your business can have significant tax advantages. Your company will pay its corporate income tax according to the small business income tax rate.

The small business corporate tax rate is lower than the personal income tax rate.

We recommend you speak with a chartered professional accountant (CPA) to understand the tax consequences of incorporation to you and your family.

Manage Your Business

A corporate structure allows multiple entities, such as natural persons, partnerships, or other corporations, to be stakeholders in a business venture and share in the risks and profits of the venture.

By incorporating your business, you can:

Raise funds by bringing investors into the business and issuing shares to them;
Raise funds through shareholder loans;
Bring individuals whose skills you require to run your business into the management of the Company without the risks and headaches of a partnership.
Appoint directors other than yourself, who are bound by the rules of the Company and required to Act in its best interests.
Delegate authority to enter into contracts to directors and officers of the Company.
Hire employees to perform tasks for you without incurring as much personal liability.

Less Liability

A corporation has separate legal personality from its founder, shareholders, or directors.

That means that if the corporation enters into a contract, only the corporation is bound by it and not any of the individuals who own or manage the corporation.

This legal fiction is called “separate corporate personality” and has several advantages:

It allows individuals to start a business without being afraid that the business failing will lead to their own bankruptcy; and
Allows individuals to do business without fearing that the business’s liabilities will become their own.

Why Pax Law for your BC Incorporation and Small Business Needs?

Client-centred

We pride ourselves on being client-centred, top-rated, and effective. We will always strive to anticipate our client’s needs and meet them as efficiently and quickly as possible. Our commitment to our clients is reflected in consistent positive client feedback.

Transparent Billing for BC Incorporations

Part of our client-centric approach is ensuring that our clients know what they are retaining us for and how much our services will cost them. We will always discuss fees with you before they are incurred, and we are prepared to provide services to our clients in a fixed-fee format.

The standard costs of a BC incorporation through Pax Low are set out below:

Type	Legal Fee	Name Reservation Fee	Incorporation Fee
Numbered Company	$900	$0	351
Named Company with a 48 Hours Name Reservation	$900	$131.5	351
Named Company with a 1-month Name Reservation	$900	31.5	351

Costs of Incorporation in BC

Please note that the prices set out in the table above are exclusive of taxes.

Thorough BC Incorporation, Post-Incorporation, Corporate Counsel Legal Service

As a general service law firm, we can assist you and your business from the first step and throughout your journey. When you retain Pax Law, you create a relationship with a firm that will be able to assist you as you need it, when you need it.

If you have questions about the process or consequences of incorporating or want our assistance, reach out to Pax Law today!

Frequently Asked Questions

What are the benefits of incorporating a company in BC?

Incorporating can have tax benefits, can protect your personal assets from any liabilities of your business, and can permit you to expand and manage your business by using the corporate structure to your advantage.

How to incorporate a company in BC?

1. Choosing a corporate name or deciding to incorporate a numbered company.
2. Choosing the company’s share structure.
3. Preparing the articles of incorporation, the incorporation agreement, and the incorporation application.
4. Filing the incorporation application and notice of articles forms with the Registrar of Companies.
5. Preparing the company’s corporate records (minute book).

Do I need a lawyer to incorporate my small business?

While you are not required to use a lawyer for the incorporation process, we strongly recommend that you do so.

Lawyers have the expertise and experience to create a share structure that meets your needs, draft your articles of incorporation, and create your company’s minute book. Taking these steps at early stages protects your rights going forward and reduced the possibility of you suffering losses due to business disputes or problems with financial institutions or government institutions in the future.

When should I incorporate my BC startup?

There is no set time for incorporation and each case is unique. Therefore, we recommend you speak with one of our lawyers regarding your business to receive individualized advice.

In short, however, recommend you consider incorporating if your start up can creates legal liabilities for you (for example by injuring individuals or leading them to lose money) or when you start entering into any significant legal agreements for your business.

How fast can I incorporate a company in BC?

You can incorporate in one-day in BC, if you choose to use a number instead of a company name and you have all your documents prepared.

Should I incorporate my small business in BC?

There is no definitive answer to this question, as it depends on many factors including your gross and net income, the kind of business you have, your legal liabilities, and your intentions for your business going forward. We recommend speaking with a corporate lawyer at Pax Law for an answer personalized for your situation.

What are the costs of incorporation in BC?

In January 2023, Pax Law Corporation charges a block fee of $900 + taxes + disbursements for our incorporation service. This service includes preparing the minute book of the company and performing any post-incorporation tasks that are required by law.

A 48-hour name reservations costs $131.5 while a normal name reservation with no time limit will cost $31.5. The incorporation fee charged by the registrar of companies is approximately $351.

Can you do a same-day incorporation?

Yes, it is possible to incorporate a company in just a few hours. However, you will not be able to reserve a company name in one day.

What are table 1 articles of incorporation in BC?

Table 1 articles of incorporation are the default bylaws as set out in the Business Corporations Act. Pax Law strongly recommends against using table 1 articles of incorporation without consulting with a lawyer.

What are BC articles of incorporation?

The articles of incorporation are a company’s bylaws. They will set out the rules of the company that its shareholders and directors will have to abide by.

At what point does it make sense to incorporate?

If one of the following is true, you should seriously consider incorporating:
1) Your business income is higher than your expenses.
2) Your business has grown large enough that you need to delegate significant decision-making capacity to employees.
3) You wish to enter into a partnership with someone but do not want the risks of partnership as a business structure.
4) You want to share ownership of your business with others, such as family members.
5) You wish to raise funds to grow your business.

What do I need to incorporate in BC?

According to the Business Corporations Act, you need the following to incorporate in BC:
1. An incorporation Agreement.
2. Articles of incorporation.
3. Incorporation application.

Will I pay less taxes if I incorporate?

It depends on your income. If you earn more money than you need to live, you may save on taxes by incorporating.

Is it worth it to incorporate in BC?

Can one person incorporate a business?

Yes, of course. In fact, it might make sense for you to incorporate so you can be the sole owner of the business while delegating some tasks to others. Or you may wish to incorporate to reduce the income taxes you pay as a sole-proprietor.

How long does it take to register a corporation in BC?

Pax Law can incorporate a company for you in one business day. However, if you require specific corporate names and wish to save money, it may take you multiple weeks to incorporate.

What are the main documents needed to incorporate a company?

According to the Business Corporations Act, you need the following to incorporate in BC:
1. An incorporation Agreement.
2. Articles of incorporation.
3. Incorporation application.

What are the disadvantages of incorporating?

1. Incorporation costs.
2. Additional accounting costs.
3. Corporate upkeep and other paperwork.

At what income level should I incorporate?

If you earn more money than you need to spend on a day-to-day basis, it may be a good idea to discuss incorporation with your accountant and lawyer.

Should I pay myself a salary from my corporation?

It depends on your goals. If you wish to contribute to CPP and EI for yourself, then you have to pay yourself a salary. If you do not wish to contribute to CPP and EI, you can instead pay yourself through dividends.

What does incorporation mean in Canada?

Incorporation is the process of registering a legal corporate entity with a provincial or federal authority. Once a corporation is registered, it has separate legal personality and can do many of the same things a person can do.

What is an incorporation vs corporation?

Incorporation is the process of registering a legal entity for the purposes of doing business. A corporation is the legal entity registered through the process of incorporation.

Who can incorporate in Canada?

Any person with legal capacity can incorporate in BC.

What is incorporation in simple words?

Incorporation is the process of creating an entity with its own legal rights and personality by registering it with the government.

How do I get a certificate of incorporation in BC?

When you incorporate your company, you will receive your certificate of incorporation through mail or email. If you have already incorporated but have lost your certificate of incorporation, Pax Law can obtain a copy of it for you through the BCOnline system.

Where do I register incorporation?

In BC, you register your corporation with BC Corporate Registry.

Can I save money by incorporating?

Yes. Depending on your income level and living expenses, you can save money on the taxes you pay if you incorporate your business.

Can I pay my spouse a salary from my company?

If your spouse works at your company, you can pay them a salary like any other employee. Alternatively, if you do not want to pay money into CPP and EI, you can issue some shares to your spouse and pay them through dividends.

What is the best business structure for a husband and wife?

It depends on the kind of business you intend to have and its expected income level. We recommend consultation with one of our business lawyers.

What is a shelf corporation?

A shelf corporation is a corporation that was created some time ago and kept “on the shelf” by the incorporators to be sold. The purpose of a shelf corporation is to sell corporations with corporate history to prospective sellers.

What is a shell corporation?

A shell corporation is a legal entity that was created but does not have any business activities.

Obtain a Name Reservation

Apply for a name reservation at: Name Request (bcregistry.ca)

You only need to do this step if you want your company to have a name chosen by you. Without a name reservation, your company will have its incorporation number as its name.

Choose an appropriate share structure in consultation with your accountant and lawyer. Your company should have a number of share classes as appropriate for your circumstances. Each share class should have the rights and responsibilities that your lawyer and accountant advise. The details of the share classes should be included in your articles of incorporation.

Draft Articles of Incorporation

Prepare articles of incorporation with the help of your lawyer. Using the BC Business Corporations Act standard Table 1 articles is not advised in most cases.

Prepare Incorporation Application & Incorporation Agreement

Prepare the incorporation application & incorporation agreement. These documents will need to reflect the choices you made in earlier steps.

File Documents with Corporate Registry

File the incorporation application with the BC Registry.

Create Company Records Book (“Minutebook”

Prepare a Minutebook with all the required records under the Business Corporations Act.

Written & Reviewed by:

Dr. Samin Mortazavi