Please note that the information provided herein is not legal advice and is provided for informational and educational purposes only. If you need legal advice with respect to creating a limited liability company, you should seek professional assistance (e.g. make a post on Dynamic Lawyers). We have Toronto business lawyers registered on the website who can answer your questions or help you draft and submit articles of incorporation for Ontario or Federal corporations.
Want to know to incorporate? First, if you’re trying to do it yourself, it’s pretty straightforward. You just need to figure out which jurisdiction you’re trying to incorporate and then use a website service provider that will allow you to submit articles of incorporation, conduct a NUANS name search and submit a NUANS name search report, etc. While the government fees are not high to incorporate (e.g. $200 for a federal corporation, plus $20 for a NUANS name search report), there are a number of questions arise which may lead you to seek out answers to questions relating to how to incorporate.
For example, you may have questions concerning what exactly goes into the Articles of Incorporation. You can find a previous blog about Articles of Incorporation here. “Articles of Incorporation” is the name of the document that must be submitted to the Federal Government to create a corporation. A corporation is a separate and distinct legal entity from its incorporators and from its owners, managers, employees, etc. A corporation has its own rights and obligations; must file its own taxes (at both the provincial and federal levels); has its own income, assets, and liabilities; and can be sued and sue other parties. These things being said, a corporation must act through other parties (e.g. owners, managers, employees, directors, etc.), who can in turn be held liable for their actions (e.g. negligence, breach of contract, etc.), although the corporation will likely be sued in these circumstances because of things like vicarious liability, insurance, and its otherwise deep pockets.
But simply submitting and having the government approve of your incorporate package is not sufficient to have your company up and running. In fact, the cheap incorporation companies out there that promise to incorporate your company may not help you establish by-laws (which are power-giving or authority-giving documents that make corporate actions legal), prepare director and shareholder meetings and minutes (which establish accountability and transparency by letting stakeholders know what was decided upon), and finish explaining each party’s (i.e. shareholders, directors, officers, employees) roles and responsibilities vis-a-vis the corporation. Knowing how to incorporate is a good start, but it’s always wise to consult with a business lawyer (e.g. by making a post on Dynamic Lawyers) with respect to questions about these and other things corporation related.
The roles of the various parties in a corporation will be discussed in the next post…
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