Incorporation

Key Takeaways

• Incorporation creates a separate legal entity that can own property, enter contracts, incur obligations, and conduct business in its own name.
• Corporate structures generally provide limited liability for shareholders, although personal guarantees and certain statutory obligations can create personal exposure.
• Businesses may incorporate federally or provincially, depending on their operations, objectives, and long-term plans.
• Share structures, director appointments, corporate records, and shareholder agreements should be carefully considered during incorporation.
• Professional legal guidance can help establish a sound corporate foundation and reduce the risk of future ownership, governance, and compliance disputes.

Incorporation & Corporate Law Representation

Incorporation is more than registering a business name or submitting government forms. It involves establishing the legal structure through which your company will operate, make decisions, raise capital, and manage relationships among its owners.

At Ivy Law, we understand that every business has different objectives, ownership arrangements, and growth plans. Our lawyers work with entrepreneurs and business owners to identify appropriate corporate structures and prepare the documentation needed to establish and organize their companies.

We assist with federal and provincial incorporations, corporate share structures, director and officer appointments, organizational resolutions, and shareholder agreements.

Whether you’re launching your first company, transitioning from a sole proprietorship, establishing a corporation with business partners, or planning future expansion, our team provides guidance designed to support your business from the beginning.

Understanding Incorporation in Alberta & British Columbia

Incorporation is the legal process of creating a corporation as a separate legal entity under applicable federal or provincial legislation.

Businesses operating in Alberta or British Columbia may incorporate under the Canada Business Corporations Act, Alberta’s Business Corporations Act, or British Columbia’s Business Corporations Act, depending on their circumstances and objectives.

Important incorporation considerations include:

• Federal vs. Provincial Incorporation: Determining the appropriate jurisdiction based on business activities, naming considerations, corporate requirements, and expansion plans.
• Corporate Name Selection: Choosing an appropriate corporate name and completing applicable name approval or search requirements, or incorporating as a numbered company.
• Share Structure: Establishing authorized share classes, voting rights, dividend entitlements, and other ownership-related provisions.
• Directors & Officers: Appointing individuals responsible for corporate oversight, management, and decision-making.
• Articles & Corporate Documents: Preparing incorporation documents, organizational resolutions, and other records required to establish the corporation.
• Shareholder Agreements: Defining ownership relationships, voting arrangements, share transfers, exit procedures, and dispute resolution mechanisms.
• Corporate Records: Establishing and maintaining required registers, resolutions, and other corporate records.
• Ongoing Compliance: Understanding annual filings, corporate updates, recordkeeping obligations, and other requirements following incorporation.

The appropriate incorporation structure depends on the number of owners, business objectives, anticipated financing needs, and future growth plans.

Federal incorporation does not automatically eliminate provincial registration requirements. A corporation may also need to register extra-provincially where it carries on business outside its jurisdiction of incorporation.

Our lawyers help clients evaluate these considerations and establish corporate structures that align with their commercial objectives.

How We Help

• Advise on federal and provincial incorporation options
• Assist with Alberta and British Columbia incorporations
• Prepare and file incorporation documentation
• Review corporate name selection and registration requirements
• Establish appropriate corporate share structures
• Prepare articles of incorporation and related documents
• Assist with director and officer appointments
• Prepare organizational resolutions and corporate bylaws where applicable
• Establish corporate minute books and statutory records
• Assist with initial share issuances and ownership documentation
• Draft and review shareholder agreements
• Advise on shareholder voting and ownership rights
• Assist with corporate governance and organizational requirements
• Advise on extra-provincial registration obligations
• Assist with corporate amendments and structural changes
• Review ongoing corporate filing and compliance requirements
• Provide legal guidance for newly incorporated businesses

The Incorporation Process

• Initial Consultation: Discuss your business concept, ownership arrangements, operational plans, and long-term objectives.
• Corporate Structure Assessment: Evaluate federal and provincial incorporation options, proposed share structures, and governance requirements.
• Name Selection & Preparation: Address corporate naming requirements and prepare the necessary incorporation documentation.
• Incorporation & Registration: Complete the applicable filing process and assist with related corporate registration requirements.
• Corporate Organization: Prepare organizational resolutions, establish corporate records, appoint directors and officers, and document initial share issuances.
• Ongoing Corporate Support: Provide guidance on shareholder agreements, annual filings, corporate changes, and continuing legal obligations.

Common Incorporation Matters

• Federal business incorporation
• Alberta provincial incorporation
• British Columbia provincial incorporation
• Incorporation of small businesses and startups
• Incorporation of professional corporations, where permitted
• Incorporation of holding companies
• Incorporation of investment companies
• Corporate name registration and approval
• Numbered corporation formation
• Corporate share structure planning
• Articles of incorporation
• Corporate bylaws and organizational resolutions
• Director and officer appointments
• Initial share issuances
• Shareholder agreements
• Corporate minute books and records
• Extra-provincial corporate registrations
• Corporate amendments and reorganizations
• Annual corporate filings and compliance