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About Incorporation Law

 Companies are the main form of business organization in B.C. Each year, over 25,000 companies are registered here. Most businesses operate as companies for two reasons: limited liability and tax advantages.

A company is a separate legal "person." It can have owners, hire and fire people, buy and sell things, as well as sue and be sued. Except for certain specific situations, a company can do any kind of business that an individual can: hold investments, own property, trade or manufacture goods, and so forth.

There are three kinds of companies in B.C.: those incorporated under the B.C. Company Act; those incorporated under the Canada Business Corporations Act; and foreign companies registered to do business in B.C. We will just focus on B.C. companies here.

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The key steps in incorporating a company are:

1. Choosing a name

Your company name must be distinctive, describe the business, and have a corporate designation. For example, "Joe's Carpentry Ltd." or "Magna Cosmetics Inc."

2. Deciding on a share structure

Preferred shares usually have a set value and pay set dividends. With common shares, you're paid after creditors and preferred shareholders. What sort of share structure do you need?

3. Drafting a memorandum and articles

These form the "constitution," or legal framework, for the company. The memorandum sets out the name, authorized share capital, and subscribers (who become the first directors and shareholders). The articles set out the rules for the conduct of the company.

4. Naming shareholders, directors, and officers

The shareholders are the real owners of the company. They elect the directors, who are in charge of the overall management of the company. The directors appoint officers, who handle the day-to-day management.

5. Choosing registered and records offices

Each B.C. company must have an official legal address, called the registered office. Court and other legal documents are delivered there. The records office is where certain records, such as the incorporation certificate, memorandum, and articles, are kept.

Once you've incorporated, you need to file annual reports, naming the company's directors and officers, and its registered office. If you fail to do so for more than two years, the company's registration could be cancelled and its assets forfeited to the government.

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Legal disclaimer:  The information provided on Lawyers-BC.Com is not intended to be legal advice, but merely conveys general information related to legal issues commonly encountered. Your access to and use of this Web site is subject to additional terms and conditions.

This page last updated: August 26, 1999
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