Business
Federal or provincial incorporation, with the CBCA as the federal option
A Canadian business chooses its incorporating jurisdiction. The Canada Business Corporations Act gives a federal corporation the right to operate under its name nationwide, while provincial statutes such as Ontario's Business Corporations Act are often cheaper and simpler for a single-province operation. Either way the corporation must register extraprovincially in each other province where it carries on business.
Key rules
- Jurisdiction — Federal and provincial incorporation both available; extraprovincial registration required elsewhere
- Deadline — Annual return: filed within 60 days of the corporation's anniversary date
- Deadline — Changes of registered office or directors: notified within 15 days
- Deadline — CCAA restructuring: initial order stays proceedings for up to 10 days before extension
Governing law
- Canada Business Corporations Act, RSC 1985, c. C-44
- Business Corporations Act (Ontario), RSO 1990, c. B.16
- Bankruptcy and Insolvency Act, RSC 1985, c. B-3
- Companies' Creditors Arrangement Act, RSC 1985, c. C-36
In practice
The CBCA imposes a Canadian-residency requirement on 25 per cent of directors, which several provinces including Ontario and British Columbia have abolished, and that single point often decides where a foreign-owned business incorporates. Large restructurings use the CCAA rather than the BIA because it is a flexible court-supervised process rather than a rules-based bankruptcy.