How to Incorporate in BC: Maximize Your Business Potential
Did you know that British Columbia is home to over 500,000 active businesses? As the westernmost province in Canada, BC offers a thriving ecosystem for entrepreneurs and established companies alike. But here’s a question for you: are you ready to join their ranks and take your business to the next level?
Incorporating your business in British Columbia can be a game-changer, offering benefits like limited liability protection, potential tax advantages, and enhanced credibility. However, the process can seem daunting at first glance. We’ll guide you through the incorporation process step-by-step, demystifying the legal jargon and providing you with the knowledge you need to make informed decisions.
Whether you’re a tech startup in Vancouver, a tourism operator in Victoria, or a resource company in the Interior, this comprehensive guide will equip you with the tools to navigate BC’s incorporation landscape successfully. From choosing the right business structure to filing the necessary paperwork, we’ve got you covered. By the end of this article, you’ll have a clear roadmap to incorporation, helping you build a solid foundation for your business’s future growth and success in beautiful British Columbia.
1. Pre-Incorporation Considerations
Before incorporating your business in British Columbia, you need to make several important decisions. These choices will shape your company’s structure, identity, and operations moving forward.
Business Name
Selecting the right name for your corporation is crucial. You’ll want a name that’s memorable, reflects your brand, and complies with provincial regulations. Consider using keywords related to your industry or services. Avoid names that are too similar to existing businesses or trademarks.
Your company name must include a legal element like “Limited,” “Ltd.,” “Corporation,” or “Inc.” This designation signals to others that you’re an incorporated entity. Brainstorm several options, as your top choice may not be available. It’s wise to have backup names ready in case your preferred choice is already taken.
Incorporation Name Search
Once you’ve chosen potential names, you need to check their availability. BC Registry Services offers a name search service to help you determine if your desired name is unique. This search ensures your chosen name doesn’t conflict with existing businesses. It’s a mandatory step in the incorporation process.
If your name is approved, you’ll receive a name reservation. This reservation is valid for 56 days, giving you time to complete the incorporation process. Remember, approval of a name doesn’t guarantee trademark rights. You may want to conduct a separate trademark search to protect your brand fully.
Business Structure Analysis
Analyzing different business structures is essential before incorporating them. Incorporation offers several advantages such as:
- Limited liability protection
- Potential tax benefits
- Easier access to capital
- Enhanced credibility
However, incorporating also comes with increased paperwork and regulatory requirements. Consider consulting with a lawyer or accountant to determine if incorporation is the best choice for your business. Evaluate your long-term goals, financial needs, and risk tolerance when deciding on your business structure.
Incorporation Share Structure
Determining your share structure is a critical step in the incorporation process. You’ll need to decide:
- Types of shares (common, preferred, etc.)
- Number of shares to issue
- Par value of shares (if any)
- Rights and restrictions attached to each class of shares
Your share structure affects how profits are distributed and voting rights within the company. It’s important to design a structure that aligns with your business goals and attracts potential investors. Consider future growth when planning your share structure. You may want to leave room for additional share classes or options for employees.
Directors and Officers
Choosing your company’s directors and officers is a crucial decision. Directors are responsible for managing the corporation’s affairs, while officers handle day-to-day operations. In BC, you must have at least one director. There’s no maximum limit, but consider keeping the board size manageable for efficient decision-making.
Key considerations when selecting directors and officers:
- Experience and expertise
- Commitment to the company’s vision
- Legal requirements (e.g., age, residency)
- Potential conflicts of interest
Remember, directors have legal responsibilities and can be held liable for certain company actions. Choose individuals who understand these obligations.
2. The Incorporation Process
Incorporating your company in British Columbia involves several key steps. You’ll need to prepare important documents, submit your application, set up corporate records, and understand the associated fees and timelines.
Drafting Your Articles of Incorporation
Your Articles of Incorporation define your company’s structure and rules. They include details like your company name, share structure, and director information. You’ll need to prepare an Incorporation Agreement and Notice of Articles.
When choosing a name, you can either select a unique name or use your incorporation number followed by “B.C. Ltd.” For example, your company could be named “0123456 B.C. Ltd.” Consider consulting a lawyer or business advisor to ensure your Articles comply with BC laws and meet your company’s needs.
Filing With BC Registries and Online Services
Once your documents are ready, you can file your application online through the BC Corporate website. The process is straightforward and can be completed in minutes.
You’ll need to provide:
- Your company name or incorporation number
- Director information
- Registered office address
- Records office address
Make sure all information is accurate before submitting. After filing, you’ll receive a Certificate of Incorporation and your company’s incorporation number.
Creating Corporate Records
After incorporation, you must set up and maintain corporate records. These include:
- A minute book containing meeting minutes and resolutions
- Share certificates
- A central securities register
- Copies of filed documents
Keep these records at your company’s records office. They’re crucial for maintaining your company’s legal status and may be required for audits or legal proceedings. Consider using corporate record-keeping software or hiring a professional to help manage these documents efficiently.
Understanding Fees and Timelines
The BC Corporate Registry charges a $351.50 filing fee for incorporation. This fee is payable online when you submit your application.
Processing times vary:
- For numbered companies: usually within 1 business day
- For named companies: 4 to 5 business days
If you need a name approval, allow an additional 7 to 14 days for processing. Expedited services may be available for an extra fee if you need faster processing. Remember to budget for additional costs like legal fees or professional services if you’re seeking assistance with the incorporation process.
3. Incorporation Tax
When incorporating in BC, you’ll need to handle various tax obligations. These include obtaining a Business Number and setting up accounts for Goods and Services Tax (GST) / Harmonized Sales Tax (HST) and payroll.
Applying for a Business Number (BN)
To start your tax journey as a newly incorporated BC company, you’ll need a BN. This unique 9-digit identifier is essential for your interactions with the Canada Revenue Agency (CRA).
You can apply for a BN online through the CRA website. The process is quick and free. Make sure you have your incorporation details ready.
Once you receive your BN, you’ll use it for various tax-related activities, including:
- Filing corporate income tax returns
- Remitting source deductions
- Handling GST/HST transactions
GST/HST and Payroll Accounts
After obtaining your Business Number (BN), you’ll need to set up specific accounts for GST/HST and payroll. If your company’s annual taxable sales exceed $30,000, registering for GST/HST is mandatory. However, even if your sales fall below this threshold, you may choose to voluntarily register to claim input tax credits.
For payroll, you’ll need a separate account if you plan to hire employees. This account enables you to deduct income tax, make Canada Pension Plan (CPP) contributions, and manage Employment Insurance (EI) premiums.
To set up these accounts, you can contact the CRA directly or use their online services. Be ready to provide your BN and details about your business operations. It’s essential to stay compliant with your tax obligations to ensure the success of your BC corporation. Keep accurate records and adhere to all filing deadlines to avoid any penalties.
4. Post-Incorporation Tasks
After incorporating your company in British Columbia, several important tasks await your attention. These steps ensure your business operates legally and efficiently while maintaining good standing with regulatory authorities.
Initial Reporting Requirements
You’ll need to file an initial report within two months of incorporation. This report includes basic company information such as director details and registered office address. Submit this report online through the BC Registry Services website.
Furthermore, remember to obtain a business number from the CRA. This number is crucial for tax purposes and other government interactions. Don’t forget to register for provincial sales tax (PST) if your business sells goods or certain services in BC.
Setting up a Corporate Bank Account

Opening a corporate bank account is essential to separate personal and business finances. Choose a bank that suits your business needs and gather the required documents such as a certificate of incorporation, company bylaws, director information, and business number. Once your documents are finalized, schedule an appointment with your chosen bank. They’ll guide you through the account opening process and discuss options like business credit cards or lines of credit.
5. Legal Obligations and Liabilities
Incorporating in BC comes with specific legal responsibilities and potential risks. Understanding these obligations is crucial for protecting yourself and your business.
Understanding Director’s Liability
As a director of a corporation, you have important legal duties. You’re responsible for managing the company’s affairs and making key decisions. This role comes with potential personal liability if you fail to meet your obligations.
Your duties include:
- Acting in the company’s best interests
- Exercising care, diligence, and skill in decision-making
- Complying with the Business Corporations Act
You may be held personally liable for:
- Unpaid employee wages (up to 6 months)
- Certain tax debts of the corporation
- Environmental violations
Corporate Liability and Insurance
Your incorporated company is a separate legal entity, which provides some protection from personal liability. However, the corporation itself can still be held liable for various issues.
Key areas of corporate liability include:
- Contractual obligations
- Negligence claims
- Environmental violations
- Product liability
To mitigate these risks, consider obtaining appropriate insurance coverage. This may include:
- General liability insurance
- Directors and officers (D&O) insurance
- Professional liability insurance
- Product liability insurance
6. Maintain Your Corporation
Keeping your corporation in good standing requires ongoing attention to legal and administrative responsibilities. Regular filings, meetings, and record-keeping are essential to maintain compliance and avoid penalties.

Annual Filings and Records
You must file an annual report with the BC Corporate Registry each year. This report confirms or updates key information about your company.
The filing fee is typically around $43.39 when done online. You’ll need to submit it within two months of your anniversary date of incorporation. Additionally, you’re required to keep various corporate records up-to-date, including:
- Register of directors
- Register of shareholders
- Minutes of director and shareholder meetings
- Financial statements
Failing to file your annual report can result in your corporation being dissolved.
Holding Annual General Meetings
As a BC corporation, you’re required to hold an Annual General Meeting (AGM) each year. This meeting allows shareholders to:
- Review financial statements
- Elect directors
- Appoint auditors (if required)
- Address any other business
You must hold your AGM within 18 months of incorporation and subsequently at least once every calendar year. If all shareholders agree in writing, you can waive the requirement for an AGM. This is known as a “consent resolution” and can simplify things for smaller corporations.
Keeping Corporate Records Up to Date
Maintaining accurate and current corporate records is crucial for your company. You must keep these records at your registered office or another location you’ve specified.
Key records to maintain include:
- Articles of Incorporation and any amendments
- Minutes of director and shareholder meetings
- Copies of all financial statements
- Corporate seal (if you have one)
It’s important to update these records promptly when changes occur, such as appointing new directors or issuing new shares. Proper record-keeping helps ensure legal compliance and can be vital if your corporation faces an audit or legal dispute.
Frequently Asked Questions
Here are the most frequently asked questions (FAQs) about incorporating a business in British Columbia.
Resources for Incorporating in BC
Government Resources
Industry Resources
Other Resources
About the author
Maurice