Starting a business in British Columbia (B.C.) and need to know about business registration? The basic registration procedure is the same, no matter where you live in Canada, but the details are different in each province and territory. This article will guide you through the steps you need to follow to get your new sole proprietorship, partnership or incorporated business legally set up in B.C.
Choose a Form of Business Ownership
Before registering your business in British Columbia, you need to decide how your new business will be legally structured. In Canada, there are basically four choices of business ownership, a sole proprietorship, a partnership, an incorporated business, or a cooperative. (For a comparison of the advantages and disadvantages of the four forms of business ownership, see my article, Choosing a Form of Business Ownership.)
Choose a Business Name
You also need to choose a name for your new business. The name you choose will depend on what form of business you've chosen to operate, as the registration rules are different for each form of business ownership. If, for example, you've chosen to set up your business as a sole proprietorship using your own name, without adding any other words, business registration in B.C. is not necessary.
However, if you choose to operate a sole proprietorship under any other name, or want to set up a partnership or corporation, you need to have your name approved by the provincial Corporate Registry before you can register your business. This means you have to fill out and submit a Name Approval Request Form. You can do this in one of three ways:
- Online, through a BC OnLine account or using the B.C. Government Name Requests Online service, which allows you to fill out and submit the form electronically (fee $31.50); or
- By visiting a Service BC Centre or OneStop service delivery location and filling out and submitting the form (fee $30.00); or
- By visiting a Community Futures or Chamber of Commerce office and filling out and submitting the form (fee varies)
You can also submit the completed form and a cheque (payable to the Minister of Finance) by mail to:
BC Registry Services
PO Box 9431 Stn Prov Govt,
Victoria, B.C. V8W 9V3.
The main purpose of the Name Approval Request Form is to reserve a name for your business use. (Note that reserving a name, or even registering a business under that particular name, does not grant the business name any special protection. For instance, people in other provinces may register similar business names.)
It usually takes about three working days for the name approval request to be processed. You can pay an additional fee (currently $100) for priority service which usually has a 24-hour turnaround. The results of the search can be checked online, mailed to you, or given to you over the phone if you’ve dealt with a local government agent. If one of the business names you submitted was approved, it will be reserved for you for 56 days. If you don't complete the registration procedure within that time, you'll have to start the process all over again with another Name Approval Request.
How to Choose a Name
Other than some basic information, such as name, address and the nature of your business, the form asks you to list three business name choices.
You can think of a business name as having three parts:
- a distinctive element
- a descriptive element
- a corporate designation
If you are registering a sole proprietorship or partnership, your business name will consist of just the first two parts.
- The distinctive element is “a distinctive non-descriptive word or phrase, for example, a geographical location, your name, a made-up word or phrase, initials” (BC Corporate Registry).
- The descriptive element is the part of the business name that usually describes the nature or type of business.
- The corporate designation is composed of those words that state a company’s legal structure, such as Limited, Incorporated, or Corporation. Using the abbreviations for these words is allowed.
So if I choose the business name Qualicum Beach Antiques, “Qualicum Beach” is the distinctive element of the name while “Antiques” is the descriptive element. If I was planning to incorporate this business when I registered it, I might choose a name such as Qualicum Beach Antiques Ltd., including a corporate designation in my business name.
For more about business name elements and the types of names you are allowed to create for each form of business, see the instructions section of the Name Approval Request Form.
Be sure you do choose three possible names. If you just list one, and it’s taken already, you’ve basically thrown your fee away. Also be sure to list your business name choices in order of preference. When your Name Approval Request Form is processed, the Ministry will only search until a choice is approved, or all are rejected. So only your first choice will be searched if that name is available.
Don't Use the New Name Until Business Registration is Complete
Even if your name request is successful, the Corporate Registry advises you not to spend any money advertising, getting new business cards printed or otherwise investing in your new name, as the name is only reserved. Save your money until your business name registration in B.C. is completed.
It would be really painful to spend money advertising a name that someone else ended up using, wouldn’t it? In the same vein, you should note that the names of sole proprietorships and partnerships have no statutory name protection; only the names of corporations are protected.
Registering a Sole Proprietorship or Partnership
For Sole Proprietorships and Partnerships the easiest way to complete the registration process is to use OneStop Business Registration, an online service that allows you to:
- Complete your business registration
- Register with the Canada Revenue Agency (CRA) for the Federal Goods and Services Tax (GST)
- Register for the Provincial Sales Tax (PST)
- Register for WorkSafeBC coverage (if required)
- Register with the CRA for payroll deductions (if required)
- Register with Industry Canada (if required)
You may also file the completed registration form at your local government agent’s office or mail it to the Ministry of Finance, (the address is on the Registration Form). Depending on whether you are registering a sole proprietorship or partnership, you must fill out a Statement of Registration Sole Proprietorship or your Statement of Registration General Partnership and submit your declaration and fee (currently $40). Note, however, that this fee applies only to a general partnership; the basic fee for registering a limited partnership is currently $165 (plus the $30 name approval fee).
To complete the registration you will need:
- your name approval request number
- your business name, exactly as approved by the Corporate Registry
- the start date of your business
- a “real” address in B.C. (not just a general delivery, rural route or post office box).
Registering an Incorporated Business
You’ve already completed the first step on B.C. incorporation by reserving a name for your new company. (You may, of course, use the incorporation number of your new company as a name if you like. If that’s the case, you can skip going through the name reservation process and the Corporate Registry will assign your B.C. corporation a number.)
For incorporation in British Columbia, you will need to:
- complete an Incorporation Agreement
- set out the company’s Articles of Incorporation
- file an Incorporation Application
The Incorporation Agreement basically outlines the ownership of the corporation. It specifies who the incorporators (shareholders) are and the number of shares of each class that each shareholder will hold (see How Do I Set Up Share Classes for My New Corporation?).
The company’s Articles of Incorporation set out the rules for the conduct of the company. View an example of Table 1 Articles that you may choose to adapt to form your BC corporation (BC Registration Services: Corporate Online). You can think of the Incorporation Application as the actual corporation registration form.
The incorporation registration process can be completed online or by mail. To incorporate online, go to Corporate Online. If you prefer to file by mail, Dye & Durham (1-800-665-6211) can file for you. You will need to send them a complete, signed copy of the Incorporation Application (and a cheque).
The mailing address for Dye & Durham is:
Dye & Durham
734 Broughton Street
Victoria B.C. V8W 1E1
Whether you are filing online or not, the Corporate Registry recommends that you work through the paper version of the B.C. Incorporation Application. Filing the Incorporation Application using Corporate Online or Dye & Durham costs $388.68 currently. Note that although these are all the documents you need for incorporation registration, you will have to file other documents related to the corporation now that your corporation is up and running. See What to Do Once You Get Your Certificate of Incorporation for more details.
If you intend to operate nationally you may prefer to incorporate federally, which allows your company to operate anywhere in Canada and can give you more recognition if you intend to do business internationally. It will also provide national protection for your business name. (More on the difference between federal and provincial incorporation.)
To federally incorporate your business you must file Articles of Incorporation with Corporations Canada. Corporations Canada administers the CBCA (Canada Business Corporations Act), and the office with which all filings related to corporations are made; there are offices in Vancouver, Ottawa, Montreal, and Toronto.
Registering a Cooperative
The cooperative is another choice when you’re choosing a form of business. Cooperatives operate differently from other businesses in that they are run democratically on the principle of "one member equals one vote". Members share ownership and decision making.
Under the Cooperative Association Act, cooperatives must be registered or incorporated, and the procedure is very similar to that outlined for non-cooperative businesses.
If you want to set up a cooperative, see the Guide to Incorporating a Cooperative Association in British Columbia. The document includes forms that you will need to file as part of the incorporation process. The current fee for incorporating a cooperative is $250.
No matter which form of business you choose, it’s wise to seek the advice of professionals who have more experience setting up businesses. Besides consulting a lawyer or notary public, you may also wish to discuss your situation with an accountant, who will be able to advise you on the best form of business ownership for you.