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REG 50/WEB Rev. 2013 / 11 / 13

STEPS TO INCORPORATING A COMPANY IN BRITISH COLUMBIA

INTRODUCTION

There are different ways to form a business in B.C.,

each with its own advantages and disadvantages.

Companies can ofﬁcially incorporate, or they can register

as a sole proprietorship or a partnership. The decision

to incorporate depends on the speciﬁc needs of the

persons involved and the goals of the company.

Companies are incorporated in B.C. according to

the provisions of the Business Corporations Act.

Corporate Registry staff are pleased to provide

information and help you to ﬁle documents, but cannot

give business or legal advice. Remember, there is no

substitute for sound, independent and professional

advice.

The provincial government, in partnership with business

development groups, provides a wealth of information

on starting up or expanding a business. For more

information, visit the website www.smallbusinessbc.ca.

There is also information available on incorporating a

company at OneStop service delivery locations, local

Chambers of Commerce, stationery stores and on

various related websites.

When a company is incorporated, it acquires all of the

powers of an individual, as well as an independent

existence – separate and distinct from its shareholders

– and an unlimited life expectancy. In other words, the

act of incorporation gives life to a legal entity known as

the corporation, commonly referred to as a “company”.

A company can acquire assets, go into debt, enter into

contracts, sue or be sued.

Compared to registering a sole proprietorship or a

partnership, incorporating a company includes higher

start-up costs related to professional fees for legal and

accounting services. Carrying on business as a company

will increase the number of ﬁlings you are required to

make with the Corporate Registry. For instance, the

Business Corporations Act requires all companies to

ﬁle an annual report and also to ﬁle any changes to

the location of the company ofﬁces and its directors.

The company is also required to maintain certain

corporate records.

STEPS TO INCORPORATING A COMPANY

To incorporate a company in B.C., one or more persons

(called “the incorporators”) may form a company by

completing the following steps:

1) reserve the company’s name with the Corporate

Registry;

2) enter into an incorporation agreement;

3) establish the company’s articles; and

4) ﬁle an Incorporation Application with the

Corporate Registry.

This information package covers only the four basic

steps to incorporating a company and is not intended to

be a complete guide.

There are many other steps that must be considered

when incorporating, for example setting up minute

or records books, establishing a central securities

directors, etc.

Again, Corporate Registry staff are pleased to help you

ﬁle the incorporation application, but cannot provide you

with guidance or advice on these other essential steps.

STEP ONE

RESERVING THE COMPANY’S NAME

If the company intends to use a speciﬁc name, that

name must be approved and reserved by the Corporate

Registry. This is to ensure the company’s name can

be distinguished from the names of other incorporated

companies and that the name meets speciﬁc guidelines

established by the registrar of companies.

Note: Approval of a name by the registrar for the

incorporation of a business does not provide

a proprietary right or interest in the name.

The approval is solely intended to prevent names

of incorporated businesses from being so similar

as to confuse or mislead the public.

This means another business operating in B.C. or

elsewhere, that is not incorporated or registered

with the Corporate Registry could use the same

or similar name as your business.

If it is important that you protect your name

outside B.C. or from any other unregistered

or unincorporated business in B.C., then you

should contact Industry Canada for information

on trademarks. Their website address is

www.strategis.ic.gc.ca.

Mailing Address:

PO Box 9431 Stn Prov Govt

Victoria BC V8W 9V3

www.bcregistryservices.gov.bc.ca

Location:

Victoria BC V8W 3E6

200 - 940 Blanshard Street

The name reservation is for a period of 56 days.

The other steps in the incorporation process must be

completed and the Incorporation Application must be

electronically ﬁled before the 56 day period ends.

A company can also choose to use as its name, the

incorporation number of the company followed by

“B.C. Ltd.” (example, 0123456 B.C. Ltd.) If you choose

to use the incorporation number as the company’s name,

you do not need a name approval and reservation.

The incorporation number is assigned by the Corporate

Registry at the time the Incorporation Application is

electronically ﬁled with the Corporate Registry.

The Name Approval Request form attached allows

you to make a maximum of three choices of names,

in descending order of preference. Please read the

Name Approval Request Instructions sheet carefully

before making your three choices. The fee to submit

online is $30 and a BC OnLine service fee of

$1.50 plus GST.

You can apply for the company’s name in the following

ways:

OVER THE INTERNET:

Go to Name Requests Online at

www.bcregistrynames.gov.bc.ca to submit your

Name Approval Request electronically to the Name

Reservation Unit for examination, at the Corporate

Registry. Payment is by credit card. There is online

information you can access to help you through

the process. The fee to submit online is $30 and a

BC OnLine service fee of $1.50 plus GST.

BY SERVICE BC CENTRE:

Visit your local Service BC Centre ofﬁce. Upon payment

of the speciﬁed fee, they can provide you with the Name

Approval Request form and will submit your request

to the Name Reservation Unit for examination, at the

Corporate Registry. For a location near you, go to

www.servicebc.gov.bc.ca

BY ONESTOP SERVICE DELIVERY LOCATION:

Visit your local OneStop service delivery location.

Upon payment of the speciﬁed fee, they can provide

you with the Name Approval Request form and

will submit your request to the Name Reservation

Unit for examination, at the Corporate Registry.

User fees may apply. For a location near you, go to

www.bcbusinessregistry.ca

Note: OneStop service delivery locations are able to

assist with some business start-up information.

Once your business has been established, the

OneStop locations are a great source for business

resource materials.

BY BC ONLINE:

If you have a BC OnLine account you can submit your

request electronically.

BY MAIL:

Submit your Name Approval Request form, with fee

by cheque or money order payable to the Minister

of Finance, to the Corporate Registry, PO Box 9431

Stn Prov Govt, Victoria BC V8W 9V3.

For information regarding completion of your Name

Approval Request form, contact the Corporate Registry

at 1 877 526-1526. Corporate Registry staff cannot

provide legal or business advice.

STEP TWO

ENTER INTO AN INCORPORATION AGREEMENT

Before a company can be formed there must

be an incorporation agreement signed by each

incorporator. This is required even if there is only one

incorporator. Usually the incorporator(s) will also be

the shareholder(s) and director(s) once the company is

incorporated. The Business Corporations Act speciﬁes

that this incorporation agreement must contain:

• the agreement of each incorporator to take one or

more shares of the company;

• the signature of each incorporator opposite their

full name, along with the date each incorporator

signed the agreement; and

• the number of shares of each class being taken

by each incorporator.

Refer to Appendix A for a sample incorporation

agreement.

The incorporation agreement must be kept by the

company as part of the company’s records.

STEP THREE

ESTABLISH THE COMPANY’S ARTICLES

Every company must have a set of articles.

The company’s articles are the rules that govern the

conduct of the company and its shareholders, directors

and ofﬁcers.

For small companies, namely those that have only one

shareholder or where the ofﬁcers are all family members,

the standard set of Table 1 Articles prescribed in the

Business Corporations Regulation is usually a suitable

set of articles.

Refer to Appendix A for a sample of the Table 1

standard set of articles from the Business Corporations

Regulation.

Important Information: The Table 1 Articles are meant

to be adopted without amending the document. If you

want to customize the articles for the company, it is

recommended you seek legal advice.

The articles must be kept by the company as part of the

company’s records.

STEP FOUR

FILE AN INCORPORATION APPLICATION

The next step in the process of incorporating company

is to ﬁle an Incorporation Application with the Corporate

Registry.

The Incorporation Application must be submitted

electronically over the Internet by visiting Corporate

Online at www.corporateonline.gov.bc.ca.

The Corporate Online site includes online help

information to assist you with completing and ﬁling the

online application form. When the ﬁling is completed, the

company is incorporated and you will be assigned an

incorporation number at that time.

At the end of the electronic ﬁling, you will be asked to

set a password for the company that will let you ﬁle

other forms for the company using Corporate Online.

You should also set a password “hint” that can be

displayed back to you if you forget your password.

It is also recommended you enter an email address.

That way if you forget the password, it can be emailed

to you. Otherwise, the only way to retrieve the password

for the company is to have it mailed to the company’s

registered ofﬁce mailing address.

It is recommended that you complete the paper

version of the Incorporation Application ﬁrst and use it for

reference when you electronically ﬁle the Incorporation

Application. Refer to Appendix B for the form and

instructions on completing the paper version of the

Incorporation Application.

If you are not able to ﬁle electronically, you may prepare

the forms on paper and, once the forms are completed,

contact a law ﬁrm or registry agent to submit the forms

on your behalf. The law ﬁrm or registry agent will charge

you a service fee, in addition to the Corporate Registry’s

fees for ﬁling the form. BC Registry Services’ Preferred

Service Provider is Dye & Durham, which can be

contacted at 1 800 665-6211 or at their website.

The mailing address for Dye & Durham is:

Dye & Durham

734 Broughton Street

Victoria BC V8W 1E1

For more information call toll free at 1 800 665-6211 or

visit their website at www.dyedurhambc.com

STEP FIVE

REVIEW AND KEEP THE

INCORPORATION DOCUMENTS

After you have ﬁled the Incorporation Application

electronically and the company is incorporated, the

Corporate Registry will send you the original Certiﬁcate

of Incorporation, a certiﬁed copy of the Incorporation

Application and a certiﬁed copy of the Notice of Articles.

These documents must be kept by the company as part

of the company’s records.

An incorporation number for the company is displayed

in the upper right hand corner of the Certiﬁcate of

Incorporation and on the cover sheet accompanying

the documents. You will need the incorporation number

of the company when ﬁling other documents with the

Corporate Registry. You will also be prompted for the

company password when ﬁling any changes to the

company on Corporate Online.

The cover sheet also includes the Business Number

issued by Canada Revenue Agency. This is a nine-digit

number followed by a six-digit number. It is the ﬁrst nine

digits that are important to other government agencies,

you may be asked for this number if dealing with Ministry

of Finance for PST, WorkSafeBC or applying for a GST

number or other accounts at Canada Revenue Agency.

FEES

The fee to incorporate a company by ﬁling an

Incorporation Application using Corporate Online is

$350.00 and a BC OnLine service fee of $1.50 plus GST.

You will need a valid credit card and you will be asked

to enter the credit card information at the end of the

transaction.

For information regarding fees and procedure for

BC Registry Services’ Preferred Service Provider

Dye & Durham to ﬁle on your behalf, go to their website

at www.dyedurhambc.com or call 1 800 665-6211. You

should contact Dye & Durham to conﬁrm the total fees

required, before sending your documents for ﬁling.

ADDITIONAL INFORMATION

For information regarding completion of your

documentation, contact the Corporate Registry at

1 877 526-1526. Corporate Registry staff cannot provide

legal or business advice.

REG 708B Rev. 2013 / 11 / 05

NAME APPROVAL REQUEST INSTRUCTIONS

IMPORTANT – READ CAREFULLY

RESEARCH YOUR CHOICES!

The Names Examiner searches the Corporate Register only. This

registered extraprovincially in British Columbia. It does not include

names of British Columbia ﬁrms, trademarks or corporations

registered outside British Columbia. If you want to ensure your name

is not used outside of British Columbia, you could also access the

Trademarks database at www.strategis.ic.gc.ca, or you may wish

to search other jurisdictions in Canada. Most public business and

trademark registers in Canada are reﬂected in the NUANS database,

which may be searched for a fee through private search ﬁrms.

The approval of any name is at the discretion of the Registrar. You

are paying for three choices. Do not commit to any name before

it is approved. Provide three choices for each company you wish

to name, in descending order of preference. Check them out for

potential conﬂicts through telephone listings, business directories

and other publications.

Occasionally this ofﬁce will reject all three of your choices. If that

happens, it will be necessary for you to complete another Name

Approval form with three more choices and submit it to this ofﬁce

with another reservation fee.

GENERAL

This form is used for the approval of all corporate and business names in

British Columbia.

The ﬁrst step in incorporation (company, society, cooperative association,

ﬁnancial institution) or registration of ﬁrms (partnership, proprietorship) or

extraprovincial companies, is the approval of the name through the Name

Reservation Section of the Corporate Registry.

Once your name is approved, it is reserved for you for a period of

56 calendar days. Any renewals of the reservation period will require

payment of another reservation fee.

If you need assistance call our help telephone number 1 877 526-1526.

Once your name is reserved, the next step is to submit the necessary

information to incorporate a company or society, register a proprietorship,

partnership or limited partnership or register a foreign entity as an

extraprovincial company.

Please go to the Corporate Registry’s website for information on how to

incorporate or register, as well as information on other services provided

by the Corporate Registry.

The website address is: www.bcregistryservices.gov.bc.ca

Approval of a name by the Registrar for either a corporation or a ﬁrm

does not provide a proprietary right or interest in the name under any

circumstances. It is intended solely to protect the public interest by:

• preventing names of corporations which are so similar as to confuse

or mislead; and

• providing a record which allows the public to determine which

individuals are associated with a corporation or ﬁrm name.

A corporation or a ﬁrm name may be registered under the same name

as another ﬁrm. As a result there are many duplications of ﬁrms names,

however, a ﬁrm or a corporation name will not be accepted if it can be

confused with another corporate name.

FIRM NAMES (partnership, proprietorship, limited partnerships,

limited liability partnership)

Registration of a ﬁrm does not provide any protection for that name

and does not mean that the name will be available if you decide to

incorporate a company using this name.

Fees

The payment of fees in advance is a mandatory requirement of doing all

business with the Corporate Registry ofﬁce. The fee to submit a Name

Request to the Corporate Registry by mail is $30.00

Applicants are urged to consult the current Fee Schedule. Payment

of the wrong amount is a common cause for the rejection of name

requests. Cheques and money orders are to be made payable to the

Minister of Finance.

PRIORITY SERVICE

Names are processed in the order of time of receipt. Upon request and on

payment of an additional fee, an application will be processed in priority to

others, normally within 24 hours of receipt.

PROCESS

This form allows you to make a maximum of three choices, in order of

preference, for each name approval. If you wish to have more than one

name approved, you must complete an additional form and pay another

fee. Your ﬁrst choice for a name may be approved, if available, and

held for a period of 56 calendar days. Any renewals of the reservation

period will require payment of another reservation fee. Your 2nd and 3rd

choices are not examined unless the initial choice of name is not

available. Regardless of whether your three choices are all examined or

not, the full fee is charged.

A name approval request may be made on this form, or in writing with the

same information as is required on this form.

You can apply for your name in the following ways:

OVER THE INTERNET: Go to Name Requests Online at

www.bcregistrynames.gov.bc.ca to submit your Name Approval

Request electronically, for examination by the Name Reservation Unit

at the Corporate Registry. Payment is by credit card. There is online

information you can access to help you through the process. The fee to

submit online is $30 and a BC OnLine service fee of $1.50 plus GST.

BY SERVICE BC CENTRE: Visit any Service BC Centre who

will transmit the request to the Registrar. For locations go to

www.servicebc.gov.bc.ca.

BY ONESTOP SERVICE DELIVERY LOCATION: Visit your local OneStop

service delivery location. They will transmit the request to the Registries.

User fees may apply. For locations go to www.bcbusinessregistry.ca.

BY MAIL:

Names Reservation Section, Corporate Registry

PO Box 9431 Stn Prov Govt

Victoria BC V8W 9V3

You can also apply for your name by visiting the Names Unit located on

the 2nd Floor, Suite 200, 940 Blanshard Street, Victoria, BC V8W 3E6.

Results will be conﬁrmed in the same manner as the application was

made.

NAME COMPONENTS

In assessing names, the Registrar’s staff analyze them according to

their constituent components. The form of name acceptable in principle

consists of a distinctive element, followed by a descriptive element and

ending with a corporate designation (if applicable).

e.g. ABC Manufacturing Ltd.

Distinctive Element

Descriptive Element

Corporate Designation

DISTINCTIVE ELEMENT

The distinctive element serves to differentiate names having identical or

similar descriptive elements, and for that reason, is the most important

element to be examined in the name.

Names such as “Tire Shop Ltd.” and “Shoe Store Ltd.” lack an appropriate

distinctive element and would be rejected for that reason.

They would be acceptable, if preﬁxed with an additional distinctive element

(e.g. coined word, geographical location or personal name) that would

distinguish them from all the other tire shops and shoe stores.

e.g. Vancouver Tire Shop Ltd. Sandell’s Shoe Store Ltd.

Coined and made-up words are acceptable distinctive elements, provided

they do not conﬂict with others already registered.

e.g. Intertex Enterprises Ltd. Fabuform Diet Centre Ltd.

A uniquely coined word, used in addition to a geographical location

(e.g. Altrex Canada Ltd.), is normally considered sufﬁciently distinctive by

itself that a descriptive element is not usually required.

Please retain this sheet for your information

DESCRIPTIVE ELEMENT

The descriptive element is useful in describing the nature of the business

as well as expanding the options available. It allows for use of identical

or similar distinctive elements, which might be desirable in developing a

particular presence in the marketplace.

e.g. Victoria Brake Shop Ltd. Victoria Stationery Ltd.

CORPORATE DESIGNATION

Incorporating companies must have as the last word in the name, the

corporate designation, “Limited”, “Limitee”, “Incorporated”, “Incorporee” or

“Corporation”.

For all purposes, using the abbreviations of these words (e.g. “Ltd.”,

“Ltee.”, “Inc.” or “Corp.”) is acceptable.

Extraprovincial companies may have "Limited Liability Company" or "LLC."

as the last word in their name.

The corporate designation is not applicable to a ﬁrm name, society or

cooperative name.

Firm names for partnerships and proprietorships cannot use “Ltd.”, “Inc.”

or “Corp.” in their names, but they may use “Company” or “Co.”

Firm names for limited partnerships must use "Limited Partnership" at the

end of the name.

Firm names for limited liability partnerships must use "Limited Liability

Partnership" or "LLP." at the end of the name.

Societies should have the designation “Society” or “Association” as the

last word in their name. Companies are precluded from the use of these

words in their names.

Cooperatives should use the word “Cooperative” in their name and may

also use “Association”, “Society”, “Union” and “Exchange”.

SINGLE WORD NAMES

Single word names (such as International Limited) are normally not

sufﬁciently distinct from other names containing the same word and

generally will not be approved.

An exception may be allowed if the proposed, single-word name contains

a coined word that has been trademarked and evidence of the trademark

is presented with the name request. Each case will be determined on its

merits.

Obvious contractions of common words (e.g. Petrochem, being a

contraction of petroleum and chemical) are not considered to be coined

words for the purposes of single-word names.

NUMBER NAMES

Numerals may be used in company names as the distinctive element. A

year may be used in a name provided that it is the year of incorporation,

amalgamation, change of name, or registration.

e.g. 123456 Enterprises Ltd. Paciﬁc Enterprises (1997) Ltd.

The incorporation number may be used as the name of a British Columbia

company. The accepted format is “345678 B.C. Ltd.”.

A name reservation or fee is not required for B.C. companies using just

their incorporation number. The name will be given according to the next

available number at the time of incorporation.

Numbered companies from other jurisdictions, continuing into British

Columbia and wishing to retain their numbered names, will be required to

conform with the name requirements of this province.

PERSONAL NAMES

In most cases, a natural person’s full name will be considered to

be sufﬁciently distinctive and therefore acceptable.

e.g. Bill Brown Ltd. John Smith Inc.

Two surnames, or initials with a surname, are normally accepted.

e.g. Brown, Green Inc. J.R. Black Corp.

WELL KNOWN NAMES

Names, which include well known trade names and trademarks, will not be

allowed without the advance written consent of the holder.

e.g. Exxon, Xerox, Coke

EXTRAPROVINCIAL NAMES

Special consideration will be given to established extraprovincial

companies applying for registration in the province, provided there is not a

direct conﬂict in names.

SPECIAL CHARACTERS

The use of special characters (such as % or *) should be avoided in

corporate and business names.

Some special characters may not be recognized by computer, will not print

accurately and may not be allowed.

The “¢“ symbol will not be approved in a name under any circumstances.

NO SUGGESTION OF GOVERNMENT CONNECTION

The word “government” (in either its English or French form) will not be

allowed. Other words which might imply connection with, or endorsement

by, any government require written consent of that government. Examples

of other words which imply government connection are “ministry”,

“bureau”, “secretariat”, “commission” and “certiﬁed”.

The use of “British Columbia” or “BC” as the distinctive element in any

name is considered to imply connection with the Government of the

Province of British Columbia. Use will be accepted only on the written

consent of that government, usually obtained from the Protocol Ofﬁce,

Intergovernmental Relations Secretariat, after

the name has been

approved by the Registrar.

Use of the words “British Columbia” and “BC” will be accepted without

consent, if they are placed at the end of a name and before the corporate

designation.

e.g. Paciﬁc Warehouse Storage BC Ltd.

NO SUGGESTION OF CONNECTION WITH CROWN OR ROYAL FAMILY

A name which suggests or implies a connection with the Crown, any living

member of the Royal family, or endorsement by the Crown or Royal family

will not be accepted without the written consent from the appropriate

authority after the name has been approved by the Registrar.

e.g. Prince Charles Tea Room Ltd.

This does not apply to references in a name to geographical locations

such as Prince George, Prince Rupert and references to New Westminster

as the Royal City.

The use of the words “Crown” or “Royal” in combination with another

word(s) that does not imply connection with the Crown or Royal family

may be allowed.

e.g. Triple Crown Painting Ltd. Royal Star Holdings Ltd.

OBJECTIONABLE NAMES

Names that are considered to be objectionable on public grounds will not

be accepted.

A name will not be approved if it includes a vulgar expression, obscene

word or connotation, racial, physical or sexual slur.

The use of names of public ﬁgures will not be accepted without the

advance written consent of the person named.

GUIDELINES

This abbreviated information is provided for convenience only. Corporate

and business law is complicated, and there can be no substitute for sound

professional advice. The Corporate Registry cannot accept responsibility

for any errors or omissions in this information.

HELP IS AVAILABLE

For assistance or further information, please call 1 877 526-1526.

REG 708B Rev. 2013 / 11 / 05

Name Request (ﬁrst choice) PLEASE TYPE OR PRINT CLEARLY

Name Request (second choice) PLEASE TYPE OR PRINT CLEARLY

Name Request (third choice) PLEASE TYPE OR PRINT CLEARLY

FORWARD ORIGINAL TO NAME RESERVATION SECTION RETAIN A COPY FOR YOUR RECORDS

Telephone: 1 877 526-1526 Mailing Address: PO Box 9431 Stn Prov Govt Location:

www.bcregistryservices.gov.bc.ca Victoria BC V8W 9V3 Victoria BC V8W 3E6

200 - 940 Blanshard Street

NAME REQUEST

Indicate what the name request is for: (In order for this request to be completed, one box must be (✔) ticked)

PROPRIETORSHIP/

PARTNERSHIP

CORPORATION (INCLUDES A

FOREIGN CORPORATION)

SOCIETY

COOPERATIVE

ASSOCIATION

FINANCIAL

INSTITUTION

ADDITIONAL INFORMATION

Is this request for a foreign corporation

incorporated in another province or country?

INSTRUCTIONS:

• Please retain a copy for your records. If the request

is mailed, the Name Reservation section will notify you

by letter or email once your request is completed.

•

Please type or print clearly.

• SHADED AREAS ARE FOR OFFICE USE ONLY.

IF YES, ENTER THE JURISDICTION

NATURE OF BUSINESS

Freedom of Information and Protection of Privacy Act (FOIPPA):

Personal information provided on this form is collected, used and disclosed under

the authority of the FOIPPA and the Business Corporations Act, Cooperative

Association Act, Partnership Act or Society Act for the purposes of assessment.

Questions regarding the collection, use and disclosure of personal information

can be directed to the Executive Coordinator of the BC Registry Services at

1 877 526-1526, PO Box 9431 Stn Prov Govt, Victoria BC V8W 9V3.

YES

APPLICANT SURNAME FIRST NAME AND INITIALS

ADDRESS

CITY PROVINCE POSTAL CODE

APPLICANT PHONE NO.

( )

COMPLETE THIS SECTION FOR RESULTS BY EMAIL

EMAIL ADDRESS

CONTACT PERSON NAME

NAME

APPROVAL NUMBER NR

Important: Use this number on all documents and in the

electronic submission of documents.

PRIORITY REQUEST – Additional fee required



YES – This is a priority request and I have

enclosed an additional fee for this service.

ROUTING SLIP NO. DEBIT BCOL ACCOUNT NO.

FOLIO NO.

DEPOSIT ACCOUNT TRANSACTION NO.

GOVT. AGENT TRANSACTION DATE

YYYY MM DD

DATE RECEIVED

YYYY MM DD

GOVT. AGENT TRANSACTION NO.

GOVT. AGENT AMOUNT COLLECTED

RESET

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