This outline of post-incorporation procedures is for those who have newly incorporated a company in Canada. It answers the question, “What are the next steps to take once I’ve received my certificate of incorporation?” Once you've finished the process of incorporation, there are several more important steps to make sure you get your newly incorporated company off to the right start.
1. Purchase a Corporate Minute Book
Once you have received your certificate of incorporation, you need to start keeping a corporate minute book, as the law requires that certain corporate records be maintained and kept at your corporation’s records office.
Besides a copy of all the documents you prepared to register your corporation, your minute book will include documents such as:
- A directors' register
- A members’ register
- A securities register
- All corporate bylaws
- Minutes of all company meetings
- Copies of any forms filed with the government
You can use a simple binder or have your corporate minute book prepared and maintained by a professional. Either way, as your corporate minute book provides a reference to all the corporation’s documents and a record of all its business, it’s important that it be both complete and well-organized.
2. Purchase a Corporate Seal
There is actually no legal requirement to have a corporate seal anymore, but many corporations still purchase and use one to emboss the corporation's name on legal documents. You may also find that many banks still insist on having all the agreements your corporation makes with them officially sealed. To avoid future hassles, it’s best to purchase a corporate seal.
3. Complete Corporate Bylaws and Organization
Now that your corporation is set up, it needs to be organized. The organization of the corporation will be documented in the corporate minute book.
The corporate bylaws are a set of regulations that set out how the corporation will govern itself. Things such as the rights and obligations of officers, for example, will be set out in the bylaws.
The initial organization of the corporation will be achieved by a meeting of the corporation’s directors or shareholders, or by written resolutions that are signed by all the directors or shareholders. Whichever method you use, you will:
- Formally approve and adopt the documents of incorporation
- Formally approve and adopt the corporate bylaws
- Elect directors
- Appoint corporate officers
- Issue shares to shareholders
- Formally approve and adopt any other organizational resolutions necessary for organizing your corporation
4. Set up a Corporate Bank Account
Because a corporation is a separate legal entity, it must have its own bank account. The bank will require copies of certain incorporation documents, such as the articles of incorporation, and may require that particular banking resolutions are passed, to set up a corporate account. Note that all the authorized signing officers of your corporation will have to fill out forms at the bank before they’re allowed to access the corporate account.
5. Get Any Other Required Permits or Licenses
Once again, because your corporation is a separate legal entity, it will need its own business number—used by the federal government for your GST, corporate income tax, import/export, and employer payroll source deduction accounts.
The new corporation may also need to register for PST for collecting and remitting provincial sales taxes, for workers’ compensation insurance, for provincial employer health tax, and for other provincial and municipal licenses.
6. Hire Employees
If your company will be hiring at least one employee, you will need to register them and set up payroll deductions for income tax, employment insurance, and the Canada Pension Plan (CPP) with the Canada Revenue Agency.
Once you've done all these things, you're all set. Your new corporation is ready to do business in Canada.