/ / Canada-British Columbia

Canada-British Columbia


Canada was founded by Jacques Cartier in 1534. At the beginning of the 17th century the French established their first colonies. In 1610 England founded the city of St. John’s, Newfoundland. The Seven Years’ War between France and England led to the supremacy of Great Britain over these territories. In 1797 Canada was divided into Lower Canada and Upper Canada which were merged into the united Province of Canada in 1840. The Province of Canada, Nova Scotia and New Brunswick were united in 1866. In 1867 Canada was formed as a federal dominion of four provinces: Ontario, Quebec, New Brunswick, and Nova Scotia. With the agreement by the Canadian government to extend the Canadian Pacific Railway to British Columbia and to assume the colony's debt, British Columbia became the sixth province to join Confederation on July 20, 1871. In 1919 Canada joined the League of Nations. In 1945 it was one of the founding members of the United Nations. Finally, Canada gained its independence in 1982. At the present time it is a federal state consisting of ten provinces and three territories.

Service packages

Двигайте таблицу
Service item Express Standard Optimum
Company registration
Legal address per year
Secretarial services for the first year
Fees and duties for the first year
Apostilled bound set of incorporation documents
Compliance fee
Nominee service per year
Bank Account Pre-approval
Price

3 000 USD

3 000 USD

3 500 USD

I want to order «»

Contact method: and / or

Core Services

3 000 USD

— Incorporation

including incorporation tax, state registry fee, including Compliance fee

included

— Annual government fees

Stamp Duty and Corporate Registry incorporation fee

2 500 USD

— Corporate legal services

including registered address and registered agent, NOT including Compliance fee

150 USD

—Delivery of documents by courier mail

DHL or TNT, at cost of a Courier Service

500 USD

— Apostilled set of Statutory documents

Related services

Tax Certificate

Company’s tax residence certificate for access to double tax treaties network

Certificate of Good Standing

Document issued by a state agency in some countries (Registrar of companies) to confirm a current status of a body corporate. A company with such certificate is proved to be active and operating.

Certificate of Incumbency

Compliance fee

Compliance fee is payable in the cases of: renewal of a company, liquidation of a company, transfer out of a company, issue of a power of attorney to a new attorney, change of director / shareholder / BO (except the change to a nominee director / shareholder)

250 USD

Basic

simple company structure with only 1 physical person

50 USD

For legal entity in structure under GSL administration

additional compliance fee for legal entity in structure under GSL administration (per 1 entity)

100 USD

For legal entity in structure not under GSL administration

additional compliance fee for legal entity in structure NOT under GSL administration (per 1 entity)

350 USD

For client with high risk Status

Cost of incorporation, including first year servicing 3000
Cost of annual service, starting from the second year 2500
Open account in 26780
Incorporation timescale for a turnkey company 7 days
Country 26739

General information shortly

Двигайте таблицу
Total area Population Capital Unemployment Corruption perceptions index rank
944.735 sq. km 4.622.573 (2012) Victoria 6.9% (2013) 9 (2013)
Location on the West Coast of Canada
National currency Canadian dollar
Conditional reduction of currency CAD
Against USD 0.91
Climate, average max and min t° mild, rainy oceanic, verging on dry-summer mediterranean, subtropical in small pockets. Due to the blocking presence of successive mountain ranges, the climate of the interior of the province is semi-arid. The annual mean temperature in the most populated areas of the province is up to 12°C
Time difference from Moscow - 8 hours
Dialing code +1
State language English
Ethnic groups European 76.7%, Asian 14.2%, Aboriginal 4.3%, Black 2.9%, Latin American 1.2%, multiracial 0.5%, other 0.3%
Literacy rate 99%
Credit rating AAA
Government type Constitutional monarchy
Executive branch Government: Cabinet of ministers; Head of the Government: Prime MInister
Legislative branch bicameral Parliament: Senate (105 members) and House of Commons (308 members). British Columbia has an 85-member elected Legislative Assembly
Judicial branch Supreme Court of Canada, Federal Court of Appeal, Provincial courts of appeal, Federal Court, Tax Court, high courts and provincial courts
GDP per capita rank 10 (2013)

Corporate info

Двигайте таблицу
Shelf companies permitted Legal system Incorporation timescale for a turnkey company Cyrillic alphabet permitted in company name Local registered office
No common law, based on English common Law 7 days No Yes
Types of entity Sole proprietorship; General Partnership; Limited Liability Partnership; Corporation; Extraprovincial Company; Society; Cooperative Association; Branch Office
Incorporation timescale for a new company 1-2 days
Company suffix Limited, Limitée, Incorporated, Incorporée or Corporation or the corresponding abbreviations, Ltd., Ltée, Inc. or Corp.
Sensitive words “Parliament Hill”, “RCMP”, “Cooperative”, “United Nations”, “government”, “ministry”, “bureau”, “secretariat”, “commission”, “certified”, “British Columbia” or “BC”, “bank”, “trust”, “insurance”, “trust”, “stock exchange”, as well as well-known names, special characters, words suggesting connection with government, crown or royal family
Local registered agent Yes
Information to be kept at the registered office certificate of incorporation; a copy of each entered order; central securities register; register of directors; a copy of each consent to act as a director; a copy of each written resignation; the minutes of every meeting of shareholders; a copy of each consent resolution of shareholders and each consent; the minutes of every meeting of directors; a copy of each consent resolution of the directors; a copy of each of the audited financial statements; etc.
Seal required, type of seal not required
Redomiciliation (to, from) permitted permitted

Director and secretary

Двигайте таблицу
Minimum number of directors Residency requirements for directors Corporate directors permitted Disclosure to local agent Disclosure to public
1 No No Yes No
Directors’ meetings/frequency/location No requirements
Company secretary required No
Residency requirements for a secretary No
Qualified secretary required No
Corporate secretary permitted No

Shareholder and beneficiary

Двигайте таблицу
Minimum number of shareholders Residency requirements for shareholders Corporate shareholder permitted Disclosure to local agent Disclosure to public
1 No Yes No No
Meetings/frequency/location Yes / annually / no requirements
Beneficiary info disclosure to No

Shares and share capital

Двигайте таблицу
Minimum authorized share capital Minimum issued share capital Minimum paid share capital Authorized capital payment deadlines Bearer shares permitted
No requirements No requirements No requirements No requirements No
Issued capital payment deadlines No requirements
Standard currency Canadian dollar
Standard authorized share capital No
Standard par value of shares No
Shares with no par value permitted Yes

Taxes

Двигайте таблицу
Min. rate for corporate tax Capital gains tax VAT Withholding tax Exchange control
38% 50% of the regular rate 5% 25%/0%/25% No
Personal tax 15-33%
Corporate tax (in detail) The base federal tax rate is 38%.
Capital gains tax. Details Half of the gains from the sale of assets are included in income taxed at regular tax rates.
VAT. Details The federal GST rate is 5%. GST is similar to VAT.
Other taxes Social contributions, Property tax, Land transaction tax
Stamp duty No

Accounts

Двигайте таблицу
Requirement to file accounts Publicly accessible accounts Audit required Requirement to file Annual Return Publicly accessible Annual Return
No No No Yes No
Requirement to prepare accounts Yes
Double tax treaties network 94
Tax Exchange Information Agreement network 24
OECD member Yes
Offshore/onshore status according to the RF laws No

GENERAL INFORMATION

General Info

British Columbia is a province located on the West Coast of Canada.
Total area of British Columbia is 944.735 sq. km. Population is 4.622.573 people (2012). Ethnic groups include European (76.7%), Asian (14.2%), Aboriginal (4.3%), Black (2.9%), Latin American (1.2%), multiracial (0.5%), other (0.3%).
The capital of British Columbia is Victoria. The largest city is Vancouver.
The official language of British Columbia is English.
The official currency is Canadian dollar (CAD). 1 USD is equal to 0.91 CAD.
The climate of British Columbia is mild, rainy oceanic, verging on dry-summer mediterranean, subtropical in small pockets. Due to the blocking presence of successive mountain ranges, the climate of the interior of the province is semi-arid. The annual mean temperature in the most populated areas of the province is up to 12°C, the mildest anywhere in Canada.
Time difference with Moscow is - 8 hours.
Literacy rate is 99%.
Calling code of Canada is +1.

History

Canada was founded by Jacques Cartier in 1534. At the beginning of the 17th century the French established their first colonies. In 1610 England founded the city of St. John’s, Newfoundland.
The Seven Years’ War between France and England led to the supremacy of Great Britain over these territories. In 1797 Canada was divided into Lower Canada and Upper Canada which were merged into the united Province of Canada in 1840.
The Province of Canada, Nova Scotia and New Brunswick were united in 1866.
In 1867 Canada was formed as a federal dominion of four provinces: Ontario, Quebec, New Brunswick, and Nova Scotia.
With the agreement by the Canadian government to extend the Canadian Pacific Railway to British Columbia and to assume the colony's debt, British Columbia became the sixth province to join Confederation on July 20, 1871.
In 1919 Canada joined the League of Nations. In 1945 it was one of the founding members of the United Nations.
Finally, Canada gained its independence in 1982.
At the present time it is a federal state consisting of ten provinces and three territories.

Government Type

Canada has a parliamentary system within the context of a constitutional monarchy.
The head of state is Queen Elizabeth II, who also serves as head of state of 15 other Commonwealth countries and each of Canada's ten provinces. As such, the Queen's representative, the Governor General of Canada carries out most of the federal royal duties in Canada. The Lieutenant-Governor of British Columbia is the Queen of Canada's representative in the Province of British Columbia.
Executive power is vested in the government - the Cabinet, a committee of ministers of the Crown responsible to the elected House of Commons and chosen and headed by the Prime Minister of Canada, the head of government. To ensure the stability of government, the governor general will usually appoint as prime minister the person who is the current leader of the political party that can obtain the confidence of a plurality in the House of Commons.
Legislative power is vested in the Parliament, comprised by the Queen (represented by the Governor General), Senate and House of Commons. The 105 members of the Senate are not elected but appointed by the Governor General. Their seats are apportioned on a regional basis, and they serve until age 75. The House of Commons consists of 308 members who are elected by simple plurality in an electoral district or riding. British Columbia has an 85-member elected Legislative Assembly.
Judiciary power is vested in the Queen (the head of judiciary) and Royal courts. All the provincial and federal courts are organized like a four-level pyramid. The Supreme Court of Canada is the highest court instance in the country which delivers final sentence. It controls Federal Court of Appeal as well as all the provincial courts of appeal. The lower courts are Federal Court, Tax Court, high courts and provincial courts.

Economy

Canada is one of the world's wealthiest nations, and is a member of the Organization for Economic Co-operation and Development (OECD) and Group of Eight (G8).
As with other developed nations, the Canadian economy is dominated by the service industry, which employs about three quarters of Canadians. Canada is unusual among developed countries in the importance of the primary sector, with the logging and oil industries being two of Canada's most important. Canada has a mixed economy. According to the index of Heritage Foundation it has a lower level of economic freedom than in the United States, but a higher level than in the most West European countries.
Canada is additionally one of the world's largest suppliers of agricultural products; the Canadian Prairies are one of the most important global producers of wheat, canola, and other grains. Canada is a leading manufacturer of zinc and uranium, and is a leading exporter of many other minerals, such as gold, nickel, aluminum, steel, iron ore, Coking Coal, and lead.
Canada also has a sizeable manufacturing sector centred in southern Ontario and Quebec, with automobiles and aeronautics representing particularly important industries.
Canada is one of the world's top ten trading nations. The largest importers are the United States, Great Britain and Japan.
Canada is one of a few developed countries which exports energy products.
British Columbia has a history of being a resource dominated economy, centred on the forestry industry but also with fluctuating importance in mining. Employment in the resource sector has fallen steadily as a percentage of employment, and new jobs are mostly in the construction and retail/service sectors. With its film industry known as Hollywood North, the Vancouver region is the third-largest feature film production location in North America, after Los Angeles and New York City.

CORPORATE INFORMATION

Legal System

The legal system of Canada is English common law for all matters within federal jurisdiction and in all provinces and territories except Quebec, which is based on the civil law, based on the Custom of Paris in pre-revolutionary France as set out in the Civil Code of Quebec.
In British Columbia, the legal system is based on English common law.

Types of Entity

The principal forms of business organization in British Columbia are:
  • Sole proprietorship;
  • General Partnership;
  • Limited Liability Partnership;
  • Corporation;
  • Extraprovincial Company;
  • Society;
  • Cooperative Association;
  • Branch Office.

The most common structure in British Columbia is the corporation.

Corporation

Corporation is a limited liability company with transferable ownership, continuous existence and separate legal entity. It can be formed in one of two ways: provincially and federally. This means that choosing to register your business in Canada as a corporation creates a separate legal entity under the laws of the federal government or one of the provinces or territories. Each jurisdiction has its own laws, but many corporations that operate in more than one province are incorporated federally.
Federal incorporation lets you do business under the same name in all provinces and territories, but it's more expensive and a little more work to setup and maintain.
Provincial incorporation is likely sufficient for most ecommerce business owners operating out of Canada.
If you register a company in British Columbia, according to the Business Corporations Act for the Province of British Columbia, there is no requirement for corporations to appoint local Canadian directors. As such, non-Canadian residents can incorporate Canadian corporations in this province.

INCORPORATION

Company Name

Every corporation in Canada must have a name; it may be a corporate name or a numbered name.
Company name must be distinct from the names of all other corporations in British Columbia.
A corporate name should contain three elements:

  • a distinctive element (such as a surname or other unique term);

  • a descriptive element (e.g., Manufacturing, Consulting, Trading); and

  • a mandatory legal element: Limited, Limitée, Incorporated, Incorporée or Corporation or the corresponding abbreviations, Ltd., Ltée, Inc. or Corp.

A company name should not contain any prohibited words or phrases, such as “Parliament Hill”, “RCMP”, “Cooperative”, “United Nations”, “government”, “ministry”, “bureau”, “secretariat”, “commission”, “certified”, “British Columbia” or “BC”, “bank”, “trust”, “insurance”, “trust”, “stock exchange” , as well as well-known names, special characters, words suggesting connection with government, crown or royal family.
Company name should not be obscene or too general.
Numerals may be used in company names as the distinctive element. The incorporation number may be used as the name of a British Columbia company. The accepted format is “345678 B.C. Ltd.”.

In order to have the exclusive use of a corporate name in Canada, you must provide two things to Corporations Canada:
  • A NUANS Name Search Report – a document that includes a list of business names and trademarks that sound similar to the name an incorporator is proposing. The list is drawn from NUANS, the national data bank of existing and reserved business names as well as trademarks registered and applied for in Canada. Note that a NUANS Name Search Report is valid for 90 days from the date of the report. If you do not apply to incorporate within this period, you will have to obtain a new report. You can order a NUANS Name Search Report online 
and pay the fees of approximately $20 by credit card, or you can ask for a report from a search house, an independent, private-sector business that charges a fee for advice on the availability of your corporate name choice.
  • Information about the name: The approval of the name may be facilitated if you provide information about your reasons for choosing the name.

An approved federal corporate name offers an extra degree of protection of your rights to that name. Specifically, federal incorporation allows your business to operate using its corporate name right across Canada, which is important if you decide to expand your business to other provinces or territories.
Every incorporating jurisdiction in Canada screens proposed corporate names. However, if you incorporate under the legislation of one province or territory and later want to expand your business to another province or territory, you could find that another corporation is already using a name similar to yours in that other location.
Please note that the Province of Quebec does not currently provide corporate name data to NUANS. It
 is your responsibility to verify with the Registraire des entreprises, Quebec that the chosen corporate name is not used in Quebec by another business.

Instead of asking Corporations Canada to approve a name for your corporation, you can also choose to have a number name assigned (e.g., 1234567 Canada Ltd.). In such cases, Corporations Canada simply assigns the next available number when processing the articles. You must ask
for a number name when you apply for your Articles of Incorporation. A NUANS Name Search Report is not needed.
Many companies choose this option when a corporate name is not important to their business. This ensures faster processing and saves the expense of a NUANS Name Search Report.
Another option is to apply for a number name and ask
 for a name change later. To replace a number name by
a corporate name, you must amend your Articles of Incorporation by filing Articles of Amendment and paying the $200 fee. In this case, a NUANS Name Search Report is required.
Some incorporators choose this option when they want to incorporate a business but do not have enough time to obtain approval for a corporate name.

Incorporation

To incorporate a company in British Columbia, the following steps are required:
1. Reserve the company’s name with the Corporate Registry
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. The name reservation is for a period of 56 days .
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 fee to submit online is $30 and a BC OnLine service fee of $1.50 plus GST.
2. 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.

The incorporation agreement must be kept by the company as part of the company’s records.
3. 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.
The articles must be kept by the company as part of the company’s records.
4. 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 Incorporation Application must be submitted electronically over the Internet by visiting Corporate Online at www.corporateonline.gov.bc.ca. When the filing is completed, the company is incorporated and you will be assigned an incorporation number at that time.

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.
The cover sheet also includes the Business Number issued by Canada Revenue Agency.
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.
Two to three business days to incorporate (by regular processing). Certificate of Incorporation available from the British Columbia Registry Office in five to seven business days.

Local Registered Office

A company must maintain a registered office and a records office in British Columbia. The registered office and the records office may be located at the same place. An agent may be authorized by the company to maintain the records office of the company.
A company must keep the following records at its records office:
  • its certificate of incorporation, certificate of conversion, certificate of amalgamation or certificate of continuation, as the case may be, any certificate of change of name and any certificate of restoration applicable to the company;
  • a copy of each entered order of the court made in respect of the company; each order of the registrar made in respect of the company, etc.
  • its central securities register;
  • its register of directors;
  • a copy of each consent to act as a director received by the company;
  • a copy of each written resignation;
  • the minutes of every meeting of shareholders;
  • a copy of each consent resolution of shareholders and each consent;
  • the minutes of every meeting of directors or of a committee of directors, and, unless contained in the minutes of the applicable meeting, a list of every director present at the meeting;
  • a copy of each consent resolution of the directors or of a committee of directors, and, if the consents of the directors are expressed on more than one record, a copy of each of those records;
  • a copy of each of the audited financial statements of the company and its subsidiaries, including the auditor's reports prepared in relation to those financial statements;
  • etc.

The above-mentioned records may, after 7 years from the date on which they were received for deposit at the records office, be kept by the company at a location other than the records office so long as those records can be produced from that other location by the person who maintains the records office for the company on 48 hours' notice, not including Saturdays and holidays.

Seal

A Canadian corporation is not required to have a seal. If you want to have a corporate seal for your corporation, you may purchase one from a legal stationery store or commercial supplier.

Redomicile

The redomiciliation of companies to or from British Columbia is permitted.
Subject to section 310 of the Business Corporations Act, a company in British Columbia may, if it is authorized by the shareholders and by the registrar, make an application to the appropriate official or public body of another jurisdiction requesting that the company be continued into that other jurisdiction as if the company had been incorporated under the laws of that other jurisdiction.
Before the registrar will authorize the continuation out
 of a company, the registrar requires the company to be
in good standing. Good standing means the company
has complied with section 51 (up to date on annual report filings) and section 120 (required number of directors) of the Business Corporations Act.
The fee to file an Application for Authorization to Continue Out (Form 45) is $350. If you wish the continuation out to be processed on a priority basis, an additional $100 will be required.
A company seeking to be continued into a foreign jurisdiction must, before applying to that foreign jurisdiction for continuation into that jurisdiction, apply to the registrar for an authorization. The registrar must authorize the company to continue into the foreign jurisdiction if the registrar is satisfied that the company has filed with the registrar all of the records that the company is required to file with the registrar under this Act. The authorization given by the registrar expires 6 months after the date on which that authorization was given.
Promptly after the date on which a company is continued into another jurisdiction, the continued corporation must file with the registrar a copy of any record issued to it by the other jurisdiction to effect or confirm the continuation. After a record is filed, the registrar must publish in the prescribed manner a notice that the company in respect of which the record was filed has been continued into that other jurisdiction.

COMPANY STRUCTURE

Directors

A company in British Columbia should at least have one director, as well as a Canadian federal company. A director must be:
  • at least 18 years old;
  • of sound mind (i.e., not a person a court has determined to be of unsound mind);
  • an individual (a corporation cannot be a director); and
  • not in bankrupt status.

While at least 25 percent of the directors of a federal corporation must be resident Canadians, or if a corporation has fewer than four directors, then at least one of them must be a resident Canadian, resident Canadian directors are not required in accordance with the British Columbia Business Corporations Act.
Directors’ details are searchable only if corporate name is known.
Most boards of directors meet on a regular basis to oversee the business operations of the corporation. Such meetings may be held monthly, quarterly or annually, depending on the needs of the corporation. Directors may also need to meet occasionally to conduct special business.
Meetings of the board can be held whenever and wherever the board wishes, unless the corporation’s by-laws or Articles say otherwise. In all cases, however, a quorum of directors must be present.
Directors may conduct business through signed resolutions instead of meetings. Note, however, that in such situations the signatures of all directors are required. These signed resolutions have the same value as they would have if they were adopted at a meeting of the board of directors. This way of conducting the business of the corporation can be very useful for small companies with only one or a few directors.
Note that it is also possible for one or more directors to participate in a meeting by telephone or electronically, as long as the corporation’s by-laws permit it and as long as all participants in the meeting can communicate fully.

Secretary

Corporate Secretary is not required. An individual may hold more than one of the positions in a corporation. For example, the same individual may be a shareholder, a director and a secretary, or even the sole shareholder, sole director and sole secretary.

Shareholders

In British Columbia, one or more individuals 18 years of age or older who are of sound mind and not in a state of bankruptcy may form a corporation. Similarly, one or more corporations or bodies corporate may incorporate a business.
A person becomes a shareholder by buying shares, either from the corporation or from an existing shareholder. A person ceases to be a shareholder once his or her shares are sold either to a third party or back to the corporation (in accordance with the terms of the Articles of Incorporation) or when the corporation is dissolved.
After paying for their shares, shareholders have the right to:
  • vote at the shareholders’ meeting (according to the class of shares);
  • share in the profits (dividends) of the corporation (according to the class of shares);
  • share in the property of the corporation upon dissolution;
  • be called to and participate in shareholders’ meetings;
  • elect and dismiss directors;
  • approve by-laws and by-law changes;
  • appoint the auditor of the corporation (or waive the requirement for an auditor);
  • examine and copy corporate records, financial statements and directors’ reports;
  • receive the corporation’s financial statements at least 21 days before each annual meeting; and
  • approve major or fundamental changes (such as those affecting a corporation’s structure or business activities).

The shareholders’ liability in a corporation is limited to the amount they paid for their shares; shareholders are usually not liable for the corporation’s debts. At the same time, shareholders usually do not actively run the corporation.
Shareholders who are entitled to vote can attend an annual shareholders’ meeting. A notice of this meeting is sent not more than 60 days and not less than 21 days before the meeting date. For example, if the meeting is to take place on May 20, the notice should be sent no sooner than March 22 and no later than April 30.
The directors of a corporation must call the first shareholders’ meeting within 18 months of the corporation’s date of incorporation. This meeting is usually held after the first organizational meeting of the directors.
A corporation must hold a shareholders’ meeting on a date that is no later than 15 months after holding the last preceding annual meeting, but no later than six months after the end of its preceding financial year.
In a small business where one or two people act as directors, officers and shareholders, meetings are not necessary. Shareholders in these corporations often prefer to act through written resolutions. If every shareholder signs a written record that sets out the terms of the necessary resolutions, then a shareholders’ meeting is not needed.
The annual meeting must be held in British Columbia. An annual meeting may be held outside British Columbia only in cases where the corporation’s articles permit it or if all voting shareholders agree.
Also, where the corporation’s by-laws permit it, the directors of a corporation may decide that a meeting of shareholders will be held entirely by means of a telephonic, electronic or other communication means that will permit all participants to communicate adequately with each other during the meeting. In such cases, it is the responsibility of the corporation to make these facilities available.

Beneficiary

Despite the fact that many jurisdictions are discussing an issue of introducing an open register of beneficiaries, there is no such a register yet, including Canada. This means that beneficiaries’ details do not appear on a public profile. The identity of the beneficial owner of a Canadian company is treated as strictly confidential and must be disclosed as part of the obligatory due diligence to service providers including firms specializing in company formation, trust managers, lawyers, and accountants, as well as to the auditor. It can only be disclosed by them in the cases stipulated by law and following statutory procedure.

Share Capital and Shares

There is no minimum share capital in British Columbia. Capital can be denominated in any currency. The standard currency is Canadian dollar.
One of a corporation’s first activities following incorporation is to issue shares.
The corporation cannot issue a share until it actually receives full consideration (payment) for that share. This consideration is generally in the form of money, although it can also be in the form of services or property given to the corporation. A person’s payment for the share(s), in a form agreed upon by the directors, represents that person’s investment in the corporation.
Once a share has been issued, the shareholder is entitled to a share certificate. This certificate must state:
  • the corporation’s name, as set out in the Articles of Incorporation;
  • the name of the shareholder; and
  • the number and class of shares it represents.

Shares are issued without nominal or share value. A share certificate does not carry a monetary value.

DISSOLUTION AND LIQUIDATION

Voluntary Dissolution

A company may apply to be dissolved if:
  • it is authorized to do so by an ordinary resolution,
  • it has no assets, and
  • it has no liabilities, or has made adequate provision for the payment of each of its liabilities.

In order to apply for voluntary dissolution, a company must
  • obtain and deposit in its records office an affidavit that is sworn by a director of the company, and
  • file with the registrar an application for dissolution in the form established by the registrar containing a statement that the affidavit has been obtained and deposited in the company’s records office.

The Application for Dissolution must be submitted electronically over the Internet by visiting Corporate Online at www.corporateonline.gov.bc.ca.
The fee to file an Application for Dissolution is $21.50 plus GST.

Voluntary Liquidation

A company may liquidate if it has been authorized to do so by a special resolution. At the time that the special resolution is passed, the company, by an ordinary resolution, must appoint as liquidator one or more persons, and may set, or may authorize the directors to set, each liquidator's remuneration. An appointment of a liquidator takes effect on the commencement of the liquidation.
In a voluntary liquidation, the company, by an ordinary resolution, may direct the liquidator not to do certain specified things without the approval of a general meeting of the company or without the written consent of certain specified shareholders, or of a certain specified number of shareholders.
Promptly after the resolutions are passed, a company must file a statement of intent to liquidate with the registrar. After a statement of intent to liquidate is filed with the registrar, the registrar must furnish to the company a certified copy of the statement of intent to liquidate.

Liquidation and Dissolution by Court Order

The court may order that the company be liquidated and dissolved if:
  • An event occurs on the occurrence of which the memorandum or the articles of the company provide that the company is to be liquidated and dissolved, or
  • The court otherwise considers it just and equitable to do so.

An application to the court in respect of a company in liquidation may be made by the company, a shareholder of the company or a beneficial owner of a share of the company, a director of the company or any other person, including a creditor or liquidator of the company, whom the court considers to be an appropriate person to make the application.

TAXATION

Personal Income Tax

Residents of Canada pay income tax on their worldwide income, non-residents on income from sources in Canada.
Income tax is levied at the federal level and at the level of 10 provinces and 3 territories.
Federal tax is levied on a progressive scale:
  • Income up to CAD 49,020 – 15%
  • Income from CAD 49,020 to 98,040 – 20.5%
  • Income from CAD 98,040 to 151,978 – 26%
  • Income from CAD 151,978 to 216,511 – 29%
  • Income over CAD 216,511 – 33%

The provinces and territories set their own tax rates and income levels to which they apply. These rates are also progressive, ranging from 4% to nearly 26% depending on the income level and the province or territory. The determination of taxable income is the same as the federal one, with the exception of Quebec.
There is also a specially calculated alternative minimum tax payable if it exceeds the regular tax. The alternative minimum tax may be credited in future years against the regular tax if the regular tax liability exceeds the alternative minimum tax level.
Half of the gains from the sale of assets are included in the income taxed at the ordinary rates. There are special rules for determining the profit from the sale of shares and dividends for tax purposes.

Corporate Income Tax

Canadian companies are taxed on their worldwide income, non-resident companies are taxed on Canadian-sourced income.
The basic federal tax rate is 38%. It is reduced to 28% for income generated in the province or territory of Canada. There are reduced rates for small companies, for manufacturing companies, etc. Regarding the income generated in the province/territory, a provincial/territorial income tax is also levied, the rates of which generally range from 2% to 16% depending on the size of the profit and the particular province/territory.
Half of the gains from the sale of assets are included in the income taxed at the ordinary rates. There are special rules for determining the profit from the sale of shares and dividends for tax purposes. Dividends from Canadian companies, as a general rule, are not taxed in the hands of a receiving Canadian company.

CFC Rules

A foreign affiliated company is a foreign company in which a Canadian resident holds at least 1% of the capital and, together with related parties, at least 10%. In the case of more than 50% holding, a foreign company is considered as controlled.
Certain types of income of a foreign affiliated company are included in the taxpayer’s taxable income. Usually this is income from property, passive income with a few exceptions, and certain capital gains.

Withholding Tax

Withholding tax on dividends and royalties is levied at the rate of 25%. Interest paid to unrelated parties is not subject to withholding tax.
The tax may apply to certain other types of income.
The tax rates can be reduced under double tax treaties (DTT).

VAT (Goods and Services Tax – GST)

The federal GST rate is 5%. GST is similar to VAT. A similar tax may also apply at the provincial level. For example, five provinces levy HST (Harmonized Sales Tax) according to rules similar to GST at the rates ranging from 13% to 15%. Quebec levies a similar tax on certain transactions at the rate of around 10%. Several other provinces have introduced provincial retail sales taxes applying their own rules and rates.

Property Tax

Property taxes are levied by municipalities and provinces/territories.

Land Transfer Tax

The tax is levied by provinces and territories. The rates generally range from 0.02% to 3%; the rates are usually higher for non-residents, who may be subject to an additional tax.

Double Tax Agreements

Canada has exchange of information relationships with 118 jurisdictions through:
  • 94 DTCs: Algeria, Argentina, Armenia, Australia, Austria, Azerbaijan, Bangladesh, Barbados, Belgium, Bermuda, Brazil, Bulgaria, Cameroon, Chile, China, Colombia, Croatia, Cyprus, Czech Republic, Cote d'Ivoire, Denmark, Dominican Republic, Ecuador, Egypt, Estonia, Finland, France, Gabon, Germany, Greece, Guyana, Hong Kong, Hungary, Iceland, India, Indonesia, Ireland, Israel, Italy, Jamaica, Japan, Jordan, Kazakhstan, Kenya, Korea (Republic of), Kuwait, Kyrgyzstan, Latvia, Lebanon, Lithuania, Luxembourg, Malaysia, Malta, Mexico, Moldova (Republic of), Mongolia, Morocco, Namibia, Netherlands, New Zealand, Nigeria, Norway, Oman, Pakistan, Papua New Guinea, Peru, Philippines, Poland, Portugal, Romania, Russian Federation, Senegal, Serbia, Singapore, Slovakia, Slovenia, South Africa, Spain, Sri Lanka, Sweden, Switzerland, Tanzania, Thailand, Trinidad and Tobago, Tunisia, Turkey, Ukraine, United Arab Emirates, United Kingdom, United States, Uzbekistan, Venezuela, Vietnam, Zambia, Zimbabwe.
  • 24 TIEAs: Anguilla, Aruba, Bahamas, Bahrain, Brunei Darussalam, Cayman Islands, Cook Islands, Costa Rica, Curacao, Dominica, Guernsey, Isle of Man, Jersey, Liechtenstein, Panama, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, San Marino, Sint Maarten, Turks and Caicos Islands, Uruguay, Virgin Islands (British).

Exchange Control

There are generally no restrictions on foreign exchange transactions.

ACCOUNTS

Accounting Records

Canadian corporations must prepare and maintain accounting records. There is no requirement for these accounting records to be available for consultation by shareholders.

Financial Statements

A corporation must prepare financial statements. There is no requirement to file these statements with Corporations Canada.
Financial statements must be prepared in accordance with the Generally Accepted Accounting Principles, as set out in the Canadian Institute of Chartered Accountants Handbook - Accounting.
You must provide copies of your financial statements to your shareholders at least 21 days before your corporation’s annual meeting each year.

Audit

At the shareholders’ meeting, shareholders must, by ordinary resolution, appoint an auditor to audit the corporation’s financial statements. However, shareholders may decide by a unanimous resolution (voting and non-voting shares) not to appoint an auditor.
The requirement for an auditor increases the reliability of the financial statements and improves protection for stakeholders.

Annual Return

Generally speaking, Annual Return is a short review on the current state of the company, which is prepared by the company secretary annually. As a rule it includes the following information:
  • Incorporation information (registration date, registered address);
  • Information about directors and their resignation;
  • Information about secretaries and their resignation;
  • Information about registered capital, nominal value of shares and amount of issued shares;
  • Information about shareholders and share transfer.

Like federally incorporated businesses, all corporations in British Columbia must file Annual Return every year with Corporate Registry within 60 days after its anniversary date. The anniversary date is the date the corporation was created (i.e., the date of incorporation, amalgamation or continuance). For purposes of filing the Annual Return, the anniversary date consists of the month and the day of the month. The anniversary date can be found on the corporation’s Certificate of Incorporation, Amalgamation or Continuance.
The Annual Return is a document that provides information about your corporation. This information lets Corporate Registry make sure that your corporation complies with certain requirements of the law. It also allows Corporations Canada to maintain its database of federal corporations. Note that the annual return is not the corporation’s tax return which must be filed with the Canada Revenue Agency.
The Annual Return can either be completed and filed: online at the Corporate Registry website, by email, fax or mail: you can download the Annual Return form on the Corporate Registry website. You can also obtain a paper copy from Corporate Registry.

Tax Returns

The tax year coincides with the financial year. It can be set at the choice of the company, but cannot exceed 53 weeks.
Corporate income tax returns are filed within 6 months of the tax year-end.
Advance tax payments are made monthly, in some cases quarterly.
The final tax payment is made within 2 months of the tax year-end.

International law relations

Двигайте таблицу
Party to the Hague Convention (Apostille) Legal system Double tax treaties network OECD member Offshore/onshore status according to the RF laws
No common law, based on English common Law 94 Yes No

Public authorities and legal acts

Двигайте таблицу
List of laws and regulations
Act name Scope of law
Canada Business Corporations Act corporations
Canada Business Corporations Regulations corporations
Competition Act competition
Copyright Act copyright
Income Tax Act income tax
Income Tax Regulations income tax
Business Corporations Act, S.B.C. 2002 corporations (BC)
Business Number Act, S.B.C. 2003 business number
Income Tax Act, RSBC 1996 income tax (BC)
Provincial Sales Tax Act SBC 2012 provincial sales tax (BC)
Tax treaties entered Algeria, Argentina, Armenia, Australia, Austria, Azerbaijan, Bangladesh, Barbados, Belgium, Bermuda, Brazil, Bulgaria, Cameroon, Chile, China, Colombia, Croatia, Cyprus, Czech Republic, Côte d'Ivoire, Denmark, Dominican Republic, Ecuador, Egypt, Estonia, Finland, France, Gabon, Germany, Greece, Guyana, Hong Kong, Hungary, Iceland, India, Indonesia, Ireland, Israel, Italy, Jamaica, Japan, Jordan, Kazakhstan, Kenya, Korea (Republic of), Kuwait, Kyrgyzstan, Latvia, Lebanon, Lithuania, Luxembourg, Malaysia, Malta, Mexico, Moldova (Republic of), Mongolia, Morocco, Namibia, Netherlands, New Zealand, Nigeria, Norway, Oman, Pakistan, Papua New Guinea, Peru, Philippines, Poland, Portugal, Romania, Russian Federation, Senegal, Serbia, Singapore, Slovakia, Slovenia, South Africa, Spain, Sri Lanka, Sweden, Switzerland, Tanzania, Thailand, Trinidad and Tobago, Tunisia, Turkey, Ukraine, United Arab Emirates, United Kingdom, United States, Uzbekistan, Venezuela, Vietnam, Zambia, Zimbabwe
Tax Exchange Information Agreement (TEIA) Anguilla, Aruba, Bahamas, Bahrain, Brunei Darussalam, Cayman Islands, Cook Islands, Costa Rica, Curaçao, Dominica, Guernsey, Isle of Man, Jersey, Liechtenstein, Panama, Saint Kitts and Nevis, Saint Lucia, Saint Vincent and the Grenadines, San Marino, Sint Maarten, Turks and Caicos Islands, Uruguay, Virgin Islands (British)
List of state regulatory authorities
Government of Canada http://www.canada.ca/en/index.html?utm_medium=decommissioned+site&utm_campaign=Canada+Site+Redirect+Tracking&utm_source=canada.gc.ca/menu-eng.html&utm_content=Launch+Tracking
Canada Department of Justice http://www.justice.gc.ca/eng/
Canada Revenue Agency http://www.cra-arc.gc.ca/menu-eng.html
Coporations Canada http://www.corporationscanada.ic.gc.ca/eic/site/cd-dgc.nsf/eng/home
Canada Business Network http://www.canadabusiness.ca/eng/
NUANS Coporate name search http://www.nuans.com/nuansinfo_en/home-accueil_en.cgi
BizPal http://www.bizpal.ca/en/
Bank of Canada http://www.bankofcanada.ca/?_ga=1.239112899.1559606440.1398271160
Canada Tourism Commission http://en-corporate.canada.travel
Province of British Columbia http://www2.gov.bc.ca
British Columbia Corporate Registry http://www.bcregistryservices.gov.bc.ca/bcreg/corppg/index.page?

    Associate Partner:

    TMF Group

    TMF Group was founded in 1988. With operations in more than 75 countries across the Americas, Asia Pacific, Europe, Africa and the Middle East, we focus on providing specialised and business-critical financial, corporate secretarial and human resource administrative services. This enables you to accelerate your growth and operate your corporate structures, financial vehicles and investment funds in different locations without using multiple providers. We help to reduce risk, control costs and simplify operations.

    British Columbia Corporation Registration

    Consultants

    YOUR CONSULTANT

    If you are ALREADY a GSL customer

    Write or call now

    Sign up for a consultation

    c  !

    Your question was successfully sent to the GSL office.

    — In the near future you will receive a detailed answer to it. Typically, the response rate does not exceed 24 hours.

    — If your question is urgent, you can always contact me on the office or mobile phone number listed on the site or chat on Skype.


    Regards, If you are ALREADY a GSL customer YOUR CONSULTANT

    Contact method: and / or

    Aniko Sebok

    GSL Law & Consulting Lawyer, Head of UK GSL office

    Office phone:

    +44 207 002 1307

    Write or call now

    Sign up for a consultation

    c  !

    Your question was successfully sent to the GSL office.

    — In the near future you will receive a detailed answer to it. Typically, the response rate does not exceed 24 hours.

    — If your question is urgent, you can always contact me on the office or mobile phone number listed on the site or chat on Skype.


    Regards, GSL Law & Consulting Lawyer, Head of UK GSL office Aniko Sebok

    Contact method: and / or

    Valerija Filipova

    GSL Law & Consulting Lawyer, London Office

    Office phone:

    +44 207 822 8592

    Office phone:

    +44 207 822 8594

    Write or call now

    Sign up for a consultation

    c  !

    Your question was successfully sent to the GSL office.

    — In the near future you will receive a detailed answer to it. Typically, the response rate does not exceed 24 hours.

    — If your question is urgent, you can always contact me on the office or mobile phone number listed on the site or chat on Skype.


    Regards, GSL Law & Consulting Lawyer, London Office Valerija Filipova

    Contact method: and / or

    I want to order «»

    Contact method: and / or
    RU EN