how to incorporate a corporation in bc

A corporation is often used to carry on business.   The process for incorporating a company or corporation is relatively straightforward.  The complexity, and the problems, come in deciding just what particular regulatory or other requirements you must comply with, and how  to maximize the benefits to you of using a corporation to conduct business.  The special skills and seasoned  judgment of a business lawyer to  avoid costly mistakes can be well worthwhile.

This article will explain briefly the process for incorporating a corporation or limited company. .  To learn more about the advantages and disadvantages of using a corporation to conduct business, see the article, benefits of using a Corporation to conduct business..

On March 29, 2004, British Columbia adopted the Business Corporations Act to bring British Columbia in line with the majority of the jurisdictions in Canada.

Selecting Name of Corporation

The first step in the process is to decide if you will have a name for the corporation or use a "numbered company".  There is no requirement for the corporation to have a name.  You can incorporate a company using a number; for example "123456 B.C. Ltd.".  To do this, you file  the application for incorporation documents described below leaving a blank where the name is supposed to be.  The Registrar will assign the next sequential number to the corporation as part of its name.  A corporation incorporated in this way is a "numbered company".

Most people prefer to have a name for their corporation: to give it a unique identity, to avoid confusion with other corporations, and to give a general idea of the nature of the business to be carried on by the corporation.  The name you intend to use must be approved by the Registrar and reserved by use by making the application for the name reservation. 

If you intended to incorporate the corporation on your own, then the application for the name reservation, and other required forms,  can be accessed through the website for  the Registrar of Companies.


To incorporate a corporation, you must prepare the following documents, some of which must be filed electronically with the Registrar of Companies

  • Notice of Articles: This is a prescribed form that must be filed electronically.  It must show the name of the corporation that has been reserved.  If you intend to incorporate as a "numbered company", the name of the corporation would be left blank.  The notice of articles must also show the full name of each director together with the mailing and delivery address for each.  The  registered and records offices for the corporation must be stated.  The share capital for the corporation must also be set out in the Notice of Articles.  If there are any special rights and restrictions attached to the shares, this must also be shown in the Notice of Articles. 

  • Articles  These are the detailed rules and regulations that govern the relationship between the shareholders and the corporation; and as between the shareholders themselves, set out the rights and duties of the shareholders and directors; the procedures to be followed in electing directors or holding meetings, and in the conduct of the business of the company.  The Articles would also contain any special rights or restrictions attached to the shares.  The Articles must contain the restrictions, if any, on the business that may be carried on by the corporation, and on the powers that may be exercised by the corporation.  The Articles must be signed by the incorporators.   The Articles are not filed with the Registrar of Companies as was the case under the old Company Act.  The Articles are kept on file at the records office for the corporation.  

  • Incorporation Agreement  This is a required agreement between each of the incorporators of the corporation.  It must state the number and kind of shares that each incorporator agrees to take, must contain the full name of each incorporator, and be signed by each incorporator showing the date signed by each incorporator.  The Agreement is not filed with the Registrar of Companies.  It is kept at the records office with the other official records of the corporation..


Filing Application

The Notice of Articles must be filed electronically.  The Registrar of Companies will no longer accept the paper forms to incorporate a corporation.  The filing can only be done if you have  a BC Online Account, are a solicitor, or through an authorized filing agenté.  Check the website for the Registrar of Companies on how to file the Notice of Articles. 

If you need to contact the Registrar of Companies, the following are the contact details:

Registrar of Companies
2nd Floor-940 Blanshard Street,
Victoria, BC

Mailing address:
PO Box 9431 Stn Prov Gov
Victoria, BC
V8W 9V3                   Tel: (250) 387-7848

What fees are payable?

In order to incorporate a company in British Columbia, and to maintain the company, the fees payable to the Registrar of Companies  for various services, as of September 1, 2005, are the following:

Name Reservation $30.00
Incorporation $350.00
Certified Record $25.00
Filing Annual Report $43.39


Must I use a Lawyer to Incorporate?

There is no requirement to use a lawyer.  The prescribed forms can be obtained  from the Government of British Columbia websites.  The incorporation of a basic corporation can be a relatively straightforward process, and with a bit of care, most individuals should be able to incorporate their own corporation.   However, it is recommended that you be well versed in the provisions of the Business Corporations Act  if you intend to do your own incorporation.

Using a lawyer can be of significant benefit.  There are various tax considerations that must be taken into account.  You may also need to attach special rights and restrictions to the shares in order to establish the business and financial relationship between the shareholders.  In order to achieve the tax benefits available from the use of a corporation, such as the enhanced capital gains exemptions on the sale of shares of the corporation, a high degree of care must be taken to ensure the corporation is properly set up..  If you intend to transfer an existing business into your new corporation, then shares with very specific special rights and restrictions to take advantage of the tax-free rollover provisions of the Income Tax Act must be created.  This is a complex and difficult area and not one to be taken lightly.  


If you have any questions on the issues discussed above, or on any legal issues  in general, please contact Sucha S. Ollek at: