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What is a Certificate of Incorporation?
A Certificate of Incorporation is an official legal document confirming that a business has been formally registered as a corporation. It certifies that a company has completed the incorporation process and the government has accepted it as a registered corporate entity.
In Canada, the two main types of corporations are federal corporations and provincial/territorial corporations. Federal corporations register under the Canada Business Corporations Act, while provincial/territorial corporations register under the various provincial/territorial business corporations acts (such as the Alberta Business Corporations Act).
How Do you Get a Certificate of Incorporation?
To get a federal Certificate of Incorporation, you must apply to incorporate through Corporations Canada. They will issue a federal Certificate of Incorporation upon approval. This signifies your federal registration is complete. You can do this on your own online, or through a registered intermediary like All In Business Law.
To get a provincial Certificate of Incorporation, you must apply to incorporate through your province’s corporate registry (for example, the Alberta Corporate Registry). The corporate registry will issue a provincial Certificate of Incorporation when accepted. This certifies your provincial registration is official.
Depending on the Province, you may or may not be able to apply for a Certificate of Incorporation on your own. Provinces like Alberta require the use of an authorized registry agent or a law firm to complete the incorporation process.
Why You Should Work With a Lawyer
Regardless of whether you choose to register a federal or provincial corporation, we strongly recommend working with a lawyer to assist you with the process.
That’s because obtaining the Certificate of Incorporation is only the first step in setting up your corporation from a legal perspective.
There are many other required steps, like setting up a corporate minute book, appointing directors and officers, passing by-laws, preparing registers and ledgers, and issuing shares. If these steps are not taken at the time of incorporation, it can lead to serious legal issues down the road.
Key Details on a Certificate of Incorporation
The Certificate of Incorporation contains identifying details such as:
- Registered corporate name
- Incorporation date
- Corporation number (also known as a corporate access number)
It also confirms the jurisdiction where the company registered its incorporation (federal or provincial/territorial).
What Does a Certificate of Incorporation Prove?
When you incorporate a company, you are creating a new legal entity that is separate from its owners. This is how corporations provide protection from liability for business owners. A Certificate of Incorporation serves as proof that a new legal entity has been created as of the date shown on the certificate. It can be used as evidence that the corporation was registered as a formal business entity on that date.
A Certificate of Incorporation does not prove that the corporation remains active and registered at a later date. If you require proof that your corporation was registered as of a later date, you will need to obtain something called a Certificate of Status. This can be obtained online for federal corporations, and through a local or online registry agent for most provincial corporations.
If you need help obtaining a Certificate of Incorporation, we can help. Book a consultation today.
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