1. Develop your business idea and decide what type of business you will conduct and what type of business structure is best for you.
  2. Decide which jurisdiction(s) you want to do business in.
  3. Choose a corporate name and check its availability.
  4. Draft Articles of Incorporation that meet your needs now and for the future.
  5. Register the corporation.
  6. Obtain a corporate seal and start your Minute Book; decide if you need a Shareholder Agreement.
  7. Complete the Corporate By-Laws, Minutes and Issue Shares.
  8. Obtain the necessary registrations, permits and business licenses.
  9. Set up your banking.
  10. Start your business! Go!

  1. Develop your business idea and decide what type of business you will conduct and what type of business structure is best for you:  You have a dream, a goal, a business idea; you decide on your business venture and what you want to do.  The next step is to discus with your lawyer and accountant what type of business structure works best for you.  There are three (3) basic business structures: a sole proprietorship, a partnership and a corporation.  Each structure has its own pros and cons that depend on what your business idea and your business goals.
  2.  Decide which jurisdiction(s) you want to do business in:  In addition to the Federal jurisdiction of Canada, each Province is its own legal jurisdiction.  Depending on what your business goals are, you may want to register only in Alberta or in Alberta and one or two other provinces, or you may want to register federally across Canada.
  3. Choose a corporate name and check its availability:  Every corporation that is registered needs to have a unique corporate name.  Your corporate name needs to be different than any other registered name and there needs to be enough of a difference so that it may not be mistaken for a another corporation.  Before registering your corporation, you have to do a NUANS search in each jurisdiction you want to register in to ensure that your name is unique in each jurisdiction.  (NUANS stands for Newly Upgraded Automated Name Search).
  4. Draft Articles of Incorporation that meet your needs now and for the future:  Your Articles of Incorporation set out the structure of your corporation.  The Article set out: the share structure – how many classes and types of shares, if there should be any restrictions on shares, the number of directors, the type of business activities the corporation can conduct and any additional restrictions or clauses to suit your business.   There are many ways to set out the structure and the Articles need to created with advice and direction from your lawyer and accountant.  This avoids any future costs and difficulties of needing to make amendments later.
  5. Register the corporation:  This is the step where you submit your forms to the appropriate corporate registry along with a registration fee.  A very short while later, you receive your Certificate of Incorporation. Congratulations!
  6. Obtain a corporate seal and start your Minute Book; decide if you need a Shareholder Agreement:  All corporations are required to keep a written record of the Certificate of Incorporation, Articles, By-Laws, Shareholder and Directors’ Minutes and Resolutions, Directors Register, Share Register, Register of Share Transactions, copy of all forms filed with the government and a copy of any Unanimous Shareholder Agreements.  These are all kept in one binder called a Minute book.  The Corporate Seal is used to emboss the Corporate name onto legal documents.  There is no legal requirement to have a corporate seal, but it does make it easier to enter into contracts, mortgages, etc.
  7. Complete the Corporate By-Laws, Minutes and Issue Shares:  After incorporation, the structure must be completed and validated by the shareholders who then approve the By-Laws, issue shares, elect director(s), appoint officer(s), conduct any other organizational requirements and approve shareholder agreements (if any).
  8. Obtain the necessary registrations, permits and business licenses:   There are some registrations that every corporation needs, such as a Business Number from the Federal Government.   The Business Number is your account for: filing corporate tax returns, import/export number, GST/HST, employer payroll source deductions.   You also need to register any other names you may operate your business under to ensure that no one else already has a similar trade name and prevents anyone else from using it in the future.  There also are some permits and licenses that you may require depending on the type of business activity you are conducting.   You also may need to register for such things as Worker’s Compensation and municipal business license.  We can discuss your business activity and check with all levels of government – federal, provincial and municipal to see what other licensing and regulatory requirements exist for your type of business.
  9. Set up your banking:  To establish your bank accounts, you need to bring your Articles of Incorporation, Certificate of Incorporation and corporate seal (if you have one) to the bank.   All authorized signing officers must attend at the bank.
  10. Start your business! Go!:  Now that all the legal paperwork is completed and organized, you may grow and develop your business comfortably with the knowledge that your corporation was created properly and tailored with your needs in mind.