Amalgamation

Long Form Amalgamation: Amalgamation of 2 or more corporations. This type is duly approved and a signed agreement adopted by shareholders’ special resolution. Short Form Amalgamation: Approved by directors’ resolution of both corporations. Amalgamation of parent corporation with 1 or more subsidiaries (vertical) OR amalgamation of 2 or more subsidiaries (horizontal)

Select Short form Amalgamation if: If one corporation is wholly owned by the other (a short-form vertical amalgamation) or if the amalgamating corporations are all wholly owned subsidiaries of the same holding corporation (a short-form horizontal amalgamation). If Amalgamating corporations do not meet the criteria for a short-form amalgamation proceed by long-form amalgamation.

Federal corporation can be ready in 2 business hours regardless named or numbered corporation. It depends on your selection of service speed. If you choose 2 hours service, you will get documents (certificate, articles, bylaws, minute book etc.) in 2 hours in email.

Yes. Incorp Pro offers 3 options for articles of incorporation: standard, advanced and customized.

• Standard Articles of Incorporation (commonly used) : is free and includes unlimited common voting shares with no specific share class.
• Advanced Articles of Incorporation ($39): includes class A common voting and class B common non-voting shares.
• Customized Articles of Incorporation ($150) let's you to input your own text (i.e. share rights, limitations, preferred shares, common shares, custom share class names etc.).

All our articles are prepared and checked by our legal and accounting team.

Incorp Pro corporation specialists, legal and accounting team prepare the articles of corporation, bylaws and other documents. We are proud to incorporate thousands of companies since 2002 in Canada.

A Minute book is a corporate legal document prepared by our legal and accounting team. As per corporation act, a Minute book is MANDATORY. Minute book consists of by laws, share structure & other legal sections. It's REQUIRED to open bank account. Without it, a corporation is not complete. A Minute book must be presented when corporation is audited. Click here to see more pictures of Share Certificate.

Share certificates is the legal and official proof of ownership of corporation. You need it to show in any official purpose such as bank, contracts, mortgage etc. It's an absolute recommended items if you have more than one shareholder. We will send some blanks certificates as well which could be used in future in case you add any other person (such as spouse, child, friend) as shareholder. Click here to see more pictures of Share Certificate.

A corporate seal is an embossed seal used for the protection of the business against fraudulent activities. It has legal value in preventing fake representation of your business. Traditionally, corporate seals are used contracts, share certificates, bank documents, land titles etc. It's highly recommended if your company has frequent transactions or provide receipts, invoices and other documentations such as loan contract, mortgage application, employment contract, service contract or any sub-contract. Click here to see more pictures of Corporate Seal.

All corporations must have a Business Number (MANDATORY) from Canada Revenue Agency (CRA). Business Number is also known as RC number (RC0001). This is the unique identification of your business with CRA. A Business Number is often required to to make any business contract, setting up an payment processing account, google business account, trade name application, Amazon account, annual corporate filing etc.

Payroll account applicable in all cases. Even if you do not have employee, your own salary to be processed through payroll account. Please note, this is not the process your payroll, but this is the initial set up of payroll account with CRA which you definitely need to process the payroll.

You need import export account only if you plan to export or import from/to out side of Canada. Please note, only physical items (not service) fall under export or import. If you select, we will register this account and give you the account number.

Yes. You have option to add WCB (Workers' Compensation Board) account in the next step. We are a one-stop shop where you can add other services such as corporate supplies, domain registration, post-registration service support, annual return filing etc..

Two major benefits.

1. Tax claimable: cost that occurs during business set up, is called Business Development Expenses, is tax claimable. Costs that occurs after business already registered, is called operational cost, is not tax claimable. These costs will occur at any way, since these are mandatory filing, therefore, it's wise to include in package.
2. The default process is, these filing to be done together with corporation; hence, it's cheaper in package. To do this services later; there are manual forms and process; hence, costs more money and takes longer processing time.

Minute Book, Corporate Tax ID, GST/HST Account and Payroll account are mandatory. Every corporation must have a corporate tax ID, just like the SIN number for an individual. Similarly, a corporation must have a GST/HST account not only to collect the GST/HST from customers, but also to claim the GST/HST return that the company spends to incorporate, purchase supplies & equipment and other operational expenses. A Payroll account is also required not only to pay the employees, but also to an owner himself or family members as employees of the company. Fail to file these mandatory filing, may result the corporation to be NULL & VOID.

Many of our clients are law firms and accounting firms. Many of them place orders with us only for a certain part of the service for their clients, while they wish to complete the remaining part of the service by themselves. This is the primary reason for leaving many mandatory items as of optional on this package. For example, the by-laws and minute book, which is a mandatory item for a corporation, left here intentionally optional in case the law firms wish to prepare it by themselves.

Most people incorporate their business as of current date. However, Government offers future date of incorporation, where you may select a certain date such as January 1st or any significant date. The future date can be regardless holiday or weekend, and cannot exceed 30 days from the current date. If you choose future date, you will receive incorporation confirmation document now. Government will send the certificate and articles of incorporation to us after the incorporation date, and then we will deliver to you by email.

A business can sell to its customer services or goods or both. Services examples are professional and technical services, consultancy, recreation, arts and entertainment, social assistance etc.

Write your primary and most important business activity (only one). Be specific and avoid general description to avoid delays. Make it short and straights to the point to expediate the process.

Two or more corporations can amalgamate to form a new amalgamated corporation.

All Amalgamating corporations must be the same provincial corporations or same Federal corporations.

Generally, Amalgamated corporation takes the name of the parent corporation or one of the Amalgamating corporations

For a named corporation, a valid NUANS report is required. You have option to upload if you already have it, or can ask us to obtain it for you. If you upload, please ensure it's NUANS report (not a federal one). Click here to see the sample of NUANS Report.

NUANS report is a name reservation report from you as a proposal for 90 days. A name pre-approval is the final decision (permission) to register the name.

Note: NUANS Report VS Name Approval: Sample.

Incorp Pro is an agent of Corporations Canada. If you buy NUANS & name approval from us, we do a pre-search first before obtaining the NUANS. If pre-search result shows good, we get name approval instantly. If pre-search result shows conflict, we will request you for alternative name by email, up to 3 names at free of cost.

Generally, a name should have two elements: distinctive and descriptive. The distinctive element can't be common English word, it has to be unique or made up words while descriptive element can be common English words. An example is "Mike Construction". In this name 'Mike' is the distinctive/unique element; 'Construction' is the descriptive element. Put your ideal name, if doesn't work, we will guide you.

There is no difference for the corporations in Canada among all of the above legal suffixes. They have the same rights, responsibilities and status in law. Although, Inc. and Ltd. are commonly chosen, the choice of legal suffix is entirely up to you.

Federal corporation can be ready in 2 business hours regardless named or numbered corporation. It depends on your selection of service speed. If you choose 2 hours service, you will get documents (certificate, articles, bylaws, minute book etc.) in 2 hours in email.

Because you selected future date for incorporation, you will receive your application submission confirmation within the timeline of filing queue you select. You will receive your certificate and articles of incorporation after the incorporation effective date.

Once we incorporate, Government sends us the electronic documents in email. Hence, we can send you the electronic documents without any additional cost. Sending it by postal service involves additional services such as printing, handling and shipping.

It is the location where business is located. It can be a commercial rented place or home address. It can't be a P.O Box, must be a physical address. CRA documents will go to this address.

Yes, it can be changed later. In many cases when commercial place is not rented yet, residential address is given.

If you do not have a local provincial address, we provide registered address and mail scanning service. Please click, on the form where says, "If you don't have address in this province, click here"

Yes, you have the choice to renew it on an annual basis. Normally, the price remains same.

Every federal amalgamation MUST do at least one provincial registration of their head office. This is REQUIRED by law to start & operate business. Your corporation is NOT Complete and hence can't open bank account without completing provincial registration.

No, you are not able to open bank account without provincial registration. Technically, it means, you have obtained permission only from federal government, but not from your local provincial government where business is located.

That is possible. But, registering it together with federal package is the default process; hence, costs less money & time, while doing it separately later is a manual process; hence, costs more money & time. An example, for a federal corporation located in Ontario, doing provincial registration together with federal costs only $125 while doing it latter costs $595.

Any corporation to be registered in Alberta, must appoint an Alberta Resident as an Agent for Service. This individual would be the primary point of all communications from the government. This could be the director or shareholder or officer of the corporation. If you do not have an Alberta resident, you can appoint our Alberta attorney as an agent with additional cost.

Yes. You can change the Agent for Service any time. We offer such service through our website.

Yes. You can check mark on the form where it says, "If you don't have an 'Agent for Service' in this province, click here".

As per Canada Business Corporation Act., minimum 25% of the director(s) must be Canadian citizen or permanent resident for a federal corporation. It implies that if the corporation has only one director, the director must satisfy the Canadian residency requirement. Example 1: the corporation has 4 directors, minimum 1 of them must be a resident Canada. Example 2: The corporation has 5 directors, minimum 2 of them must be resident Canada.

Directors are the overall head of the corporation, typically, all the owners. You can add more than one directors (up to 5). Each director has equal power and control to the corporation. Please note, there is no Canadian residency requirement of directors for this province; and therefore, Canadian citizen or foreign nationals can be directors.

Foreigners can be directors, incorporators, officers or shareholders. The only restriction is minimum 25% of the director(s) must be Canadian citizen or permanent resident. If you are a foreigner and do not meet this requirement, please contact us. There is a better solution for a foreigner to incorporate in Canada.

If you are doing corporation for a client, please do not write here your name. This place is the name of the primary owner of the corporation. We don't contact this person, rather we contact the person mentioned in billing address. You can write your details in the billing address during checkout.

Each director has equal power and control over the corporation. Second director can remove primary director and vice versa. Therefore, you may add additional director whom you trust. You may add a director at a later time as well.

Yes. A director can be added or removed at a later time. That could be done through our website.

Director must be an individual who is 18 year old or more.

Foreigners can be directors, incorporators, officers or shareholders. The only restriction is minimum 25% of the director(s) must be Canadian citizen or permanent resident. If you are a foreigner and do not meet this requirement, please contact us. There is a better solution for a foreigner to incorporate in Canada.

Incorporator is the person(s), under whose authority this corporation is being created. Typically, all the directors are the incorporators.

If you are doing for a client, you may choose 'all directors are incorporators'. We do not contact your clients, rather we contact the person in the billing address. You may write your details in billing address.

If you are incorporating a holding company, then you may choose the option, 'incorporator is another corporation'.

Standard Articles: If you are incorporating as a single owner and has no plan to add anybody else to the corporation (family or friend or an investor), then a standard share structure can be sufficient.
Advanced Articles: If you are incorporating with more than 1 owner or anticipate to add additional family member in future or want to keep the option open for assigning different decision making power to the owners, an advanced share structure can be sufficient.
Customized Articles: If you are incorporating with more than 1 owner and plan to add friends or outsiders or investors to the corporation in future, a custom share structure can be a choice.

Changing Articles: Once a corporation is incorporated, its articles and share structure can be changed by filing an articles of amendment which involves with additional government fees and legal fees. We offer articles of amendment service through our website.

Our agents are pleased to offer assistance and guidelines over live chat or phone support. Please call us or initiate a live chat during our business hours. If you need a legal consultation with our legal and accounting team, you can choose such service with our sister company (law firm).

Yes. Bylaws, corporation agreement, share definitions, shareholders' information, officers' information are mandatory as part of the corporation filing. These filing and information are defined in minute book. If you do not select minute book, the next step "Share & Shareholders, Officers" section will skip assuming you will do minute book with another firm.

When you incorporate a company, the expenses are called business development expense which is tax creditable. Any spending you do after incorporation, is considered as operating expense which are not tax creditable. Doing it separately later is a manual process which cost more and takes longer time.

This is just initial set up. It's changeable later when company becomes big. Most people use $1 as initial price.

These are weaker than class A. Most people don't issue it in the beginning. Some people issue in case they are selling some of their shares to others.

You can write the following 3 elements :
Share preference: common share or preferred shares
Share type: votong or non-voting Share class: A,B,C,D etc.

If you are the only shareholder, any number is okay, 100% owned by you. Most people put 1. It's changeable later. If more than one shareholder, put proportionately.

Yes. You can add or remove sharehodler later at anytime.

Total share is calculated by adding up each shareholder's share number. Example: your share is 60, your spouse's share is 40. Then total shares = 60 + 40 = 100. In this case, you hold 60% and spouse holds 40%. If more than one shareholder and you want to assign in percentage, make total share number as 100.