The operation of a business can be done in the legal form of a corporation. This means that the entity has its own assets and debts separate from the people who manage it (its administrators) and the people who own it (who own the shares, its shareholders). The personal liability of the administrators of the corporation is limited; they are not responsible for the debts of the corporation.

The corporation can be under federal or provincial jurisdiction depending on the type of activity it intends to carry out, the territory it intends to serve, or the specific requirements of corporate laws at each level of government.

A name must be chosen for the corporation according to the rules of the applicable laws, which must be subject to a preliminary search to ensure that it is not already in use or does not cause confusion with an existing name or trademark. The corporation may also have a numerical denomination. A trade name (a business name) can also be used to identify the corporation.

A federally regulated corporation must have at least one administrator and one shareholder. Shareholders annually appoint the administrators of the corporation. It is not mandatory for an administrator to also be a shareholder. At the provincial level, the corporation may have no administrators when the shareholder(s) have removed all powers from the board of directors by unanimous agreement or written declaration.

The corporation must have a registered office where its activities are carried out and where it receives its correspondence.

Once the corporation is incorporated, meaning once the required forms and attachments are submitted to the government and the government issues the certificate of incorporation, the organization of the corporation must proceed. A book of minutes is prepared for this purpose. The constitutive documents of the corporation are inserted into it. Through resolutions or minutes, the administrators will organize the corporation. They will proceed with the adoption of bylaws (internal rules), set the date of the end of the fiscal year, and issue shares to individuals who have expressed interest in becoming shareholders. Subsequently, the shareholders will take over and elect administrators, ratify the bylaws adopted by the administrators, appoint an accountant, etc. Registers are included in the book and must be completed during the organization (register of administrators, register of shares, register of shareholders). Share certificates will also be prepared to record the issued shares. They can be kept in the book or given to the shareholders.

We recommend that you consult Notary-Direct^® for the incorporation of your corporation. The filing of the articles, both federally and provincially, requires certain attachments to be included with the government forms to provide for the authorized share capital that the corporation will be able to issue, as well as certain other provisions required by the various corporate laws and the Quebec Securities Act. Legal assistance for this purpose is therefore desirable.

The organization of your corporation should also be entrusted to Notary-Direct^® and its legal advisors, the only competent professionals in this matter. It must comply with the constitutive law of the corporation as well as reflect your situation and the agreement with your partners, if applicable.

We invite you to consult a member of the Notary-Direct^® team because he:

• is a legal advisor;
• is a specialist in business law;
• is required to have liability insurance.

If you don't have time to consult us, visit our FAQ.

If you can't meet with us, go to ScriptaLegal.

Required documents

• the choice made between a federal corporation and a provincial business corporation (Quebec);
• the chosen name for a business corporation, as well as two alternative names in case the first one is rejected (both an English and French version can be provided), or indicate if a digital corporation is desired;
• the origin of the chosen names, if applicable;
• the intended activities of a business corporation;
• the intended territory where the activities will be conducted;
• the anticipated number of employees;
• the chosen trade name, if applicable;
• the address of the registered office of a business corporation;
• the name and contact information of the director(s) of a business corporation;
• the name and contact information of the accountant of a business corporation, if already determined;
• the planned date for the end of the financial year, if already determined;
• the name and contact information of the shareholder(s) of a business corporation and the percentage of shares to be issued to each of them;
• the name and contact information of the financial institution of a business corporation, if already determined.