Corporate & commercial · Incorporations
Incorporating a BC company is straightforward in mechanics. Doing it well takes a few decisions you only get to make once: the share structure, the share classes, the minute book setup, and the post-incorporation registrations that determine how the company operates from day one.
The decisions that get baked in
A BC incorporation looks like a piece of paper, but four decisions inside it shape the company for years:
The name. Numbered (1234567 BC Ltd.) or named. Numbered companies file faster and avoid the name search; named companies build identity. Either is fine; we ask what you prefer at intake.
The share structure. One class or multiple. Voting and non-voting. Common and preferred. The structure has to fit how you intend to bring in shareholders, distribute income, and eventually sell or wind down. Changing it later is possible but expensive.
The articles. The internal rules of the company — quorum, director powers, signing authority, share transfer restrictions, dispute mechanisms. Most BC companies start with a sensible default set of articles. Where the company has multiple shareholders, sector-specific concerns, or complex governance needs, the articles are drafted to fit.
The minute book. Not a decision so much as a discipline: the legal record that has to be set up correctly at filing and maintained over the life of the company. Gaps surface on a sale, a financing, or an audit, and they cost money to fix later.
The process
A name search through BC Registries to confirm the proposed name is available and not in conflict with existing companies. Skipped if you opt for a numbered company.
We draft the BC Articles of Incorporation, the share structure, the founding resolutions, and the supporting documents.
Once the initial documents are signed, we file the incorporation with BC Registries.
The Registry processes the filing and issues a Notice of Articles confirming the company exists, listing the directors, and showing the share structure as filed. This is the document you will give to banks, lenders, and counterparties when proving the company is in good standing.
We assemble the minute book — organisational resolutions, share certificates, registers, transparency register. The book the company will keep for the rest of its life.
CRA business number registration, GST registration if you ask for it, a calendar reminder for the annual report (mandatory every year), and — for companies we act as registered and records office for — ongoing oversight of the minute book.
Specialised incorporations
Professionals
Medical, dental, legal, accounting and other professional corporations. College approval, restricted share rules, and ongoing reporting.
Multiple owners
If your incorporation has more than one owner, the shareholder agreement is what governs the relationship — and ideally gets drafted at the same time.
Frequently asked
Most BC small businesses incorporate provincially under the BC Business Corporations Act (BCBCA). A federal incorporation under the Canada Business Corporations Act (CBCA) makes sense in narrower cases — when name protection across all of Canada is important, when the business will operate in multiple provinces, or when there are specific federal regulatory reasons. Federal corporations also have to register extra-provincially in any province where they operate, which adds an annual filing in BC. We talk through the choice at intake.
Once we have an approved name search, your share structure, your director details, and your registered office address, the BC filing itself can be done in 1 to 3 business days. The work that comes before — preparing the articles, drafting the share structure, building the minute book — usually takes a few days more. From first call to a fully set-up corporation, plan for 1 to 2 weeks.
Yes — every BC corporation needs an approved name (or a numbered name). A name search is a request to BC Registries to confirm the proposed name is distinguishable from existing corporate names and not on the prohibited list. Approved names are reserved for a defined window during which we file the incorporation. Numbered companies (e.g., 1234567 BC Ltd.) skip the name search and can be filed immediately, with the numbered name being the legal name of the company.
A BC company can have a single director and a single shareholder. The director and the shareholder can be the same person. There is no requirement that any director be a Canadian citizen or BC resident — a contrast with federal CBCA corporations, which historically required a percentage of resident directors. Most small BC companies start with one or two directors and the same number of shareholders.
The share structure determines who owns the company, how voting works, and how value flows out. Common questions: voting versus non-voting shares; common versus preferred shares; multiple share classes for income splitting where the rules permit; rights and restrictions attached to each class. The structure is fixed at filing — changing it later costs money in legal fees, sometimes triggers tax consequences, and can require shareholder approvals. Getting the structure right the first time matters.
The minute book is the company's permanent legal record. It contains: the original organisational resolutions, share certificates, the share register (who owns what), the director and officer registers, the transparency register (a recent BCBCA requirement), and ongoing resolutions documenting major decisions. It is where an auditor, a buyer in a future sale, a bank doing due diligence, or a future shareholder confirms the company's history. Gaps in a minute book cause real problems on a sale or financing.
Our flat fees for the most common incorporations — BC numbered, BC named, federal, holding companies, professional corporations — are published on our corporate fee schedule. More complex incorporations (multiple share classes, family trust structures, multi-shareholder set-ups requiring custom drafting) are quoted on the file.
Tell us the name (or that you want a numbered company), the directors and shareholders, and any plans for share structure or future shareholders. We'll come back with a quote and a checklist.