1. Federal (CBCA) vs British Columbia (BCBCA) Decision Criteria
Incorporators must choose between provincial incorporation under the BCBCA or federal incorporation under the CBCA. The decision affects name approval, director rules, registration obligations, and extra-provincial filing requirements.
Key comparison points:
- Name protection and search process.
- British Columbia provincial incorporation uses a BC NUANS report or BC Corporate Registry name search for name clearance. The report must be current (under 91 days old) and shows no identical or similar names.
- Federal CBCA incorporation requires a federal NUANS report (also called a NUANS Corporate Name Search Report). Federal name approval is stricter for similarity across Canada.
- Director residency.
- Under the BCBCA, there is no Canadian residency requirement for directors. All directors may be non-residents.
- Under the CBCA, at least 25% of directors must be resident Canadians (with exceptions for certain corporations). If fewer than four directors, at least one must be a resident Canadian.
- Registered office and records.
- BCBCA corporations must maintain a registered office in British Columbia and keep records at that office or another BC location.
- CBCA corporations may keep records at the registered office anywhere in Canada but must file annual returns federally.
- Scope of operations and extra-provincial registration.
- A BCBCA corporation carrying on business outside British Columbia may need to register extra-provincially in other provinces where it has a presence.
- A CBCA corporation carries on business across Canada but must still register extra-provincially in provinces where it has a physical presence or meets the "carrying on business" test.
- Cost, timing, and filings.
- Provincial BCBCA filings are processed through BC Corporate Registry (BC Registries and Online Services).
- Federal CBCA filings go through Corporations Canada. NUANS federal report fees are higher and processing can take longer.
- Name reservation duration.
- BC name reservations typically reserve the name for 56 days or as per current registry rules.
- Federal NUANS reserves for 90 days.
Recommendation guidance. Choose BCBCA if the business will operate primarily in British Columbia or Western Canada and founders prefer simpler director rules and lower initial costs. Choose CBCA if national name protection, federal profile, or future interprovincial financing is important.
[[Federal vs Provincial Preference]] will determine which set of forms and procedures apply.
2. Articles of Incorporation, NUANS Name Search, Registered Office, and Initial Directors
2.1 Name Selection and NUANS Report
Proposed corporate name: [[Proposed Corporate Name]]
Legal element: [[Inc. / Ltd. / Corp. / Limited / Incorporated]] (choose one permitted under the chosen statute).
The incorporator(s) must obtain:
- For BCBCA: BC NUANS report or name approval through BC Registries dated within the required window (currently 91 days recommended).
- For CBCA: Federal NUANS report dated within 91 days.
The report must be submitted with the articles. If the name is not available, the corporation may use a numbered name (e.g., 1234567 B.C. Ltd. or 1234567 Canada Inc.).
2.2 Articles of Incorporation Content
The Articles of Incorporation must set out:
- The name of the corporation (or numbered name election).
- The province (British Columbia for BCBCA) or Canada (for CBCA) where the registered office is situated.
- The classes and any maximum number of shares the corporation is authorized to issue. See Section 3 for recommended share structure.
- Restrictions, if any, on the business the corporation may carry on. Most modern corporations have no restrictions.
- Restrictions, if any, on the transfer of shares (often none at articles level; handled in USA).
- The number of directors (minimum one; can be fixed or a range).
- Any other provisions permitted by the statute.
For BCBCA: File Articles of Incorporation (Form 1 or online equivalent via BC Registries), Notice of Address, Notice of Directors, and the NUANS or name search.
For CBCA: File Articles of Incorporation (Form 1), NUANS, and initial registered office address and first directors notice.
2.3 Registered Office
The corporation must have a registered office in the jurisdiction of incorporation.
Registered office address: [[Registered Office Full Address, City, British Columbia Postal Code or for federal the chosen province]]
The registered office must have a physical address (not PO Box). It may be the incorporator's lawyer's office or a professional registered office service.
2.4 Initial Directors
Number of initial directors: [[Number of Directors]]
Initial directors:
- [[Director 1 Full Legal Name]], [[Director 1 Address]], resident status: [[Canadian Resident / Non-Resident]]
- [[Director 2 Full Legal Name]], [[Director 2 Address]], resident status: [[Canadian Resident / Non-Resident]]
All directors must be at least 18 years of age and not bankrupt or prohibited by court order.
Note: British Columbia BCBCA has no Canadian residency requirement for directors. Federal CBCA retains the 25% rule.
3. Share Structure and Classes
The authorized share capital should provide flexibility for future financing while protecting founder control.
Recommended share structure for [[Business Description]]:
- Unlimited number of Class A Common Voting Shares.
- Unlimited number of Class B Common Non-Voting Shares.
- Unlimited number of Class C Preferred Shares, issuable in series.
Class A Common Voting Shares:
- Voting: one vote per share on all matters.
- Dividends: discretionary, non-cumulative.
- Liquidation: participate rateably with other common after preferred claims.
Class B Common Non-Voting Shares:
- No voting rights except as required by statute.
- Otherwise identical economic rights to Class A.
Class C Preferred Shares (blanket authorization for series):
- Directors may fix rights, privileges, restrictions, and conditions for each series (dividend rate, redemption price, conversion, voting on default, etc.).
- Priority on dividends and liquidation over common shares.
- No pre-emptive rights unless granted in articles or USA.
Initial issued shares (example):
- [[Founder 1 Name]]: [[Number]] Class A Common Voting Shares for $[[Consideration Amount]].
- [[Founder 2 Name]]: [[Number]] Class A Common Voting Shares for $[[Consideration Amount]].
- Any Class B or Preferred issued at incorporation: [[Details or "None at incorporation"]].
Consideration may be cash, services, or property. Directors must determine that consideration is adequate.
Share certificates or DRS statements will be issued. The corporation may operate with a central securities register.
4. Unanimous Shareholder Agreement (USA)
A Unanimous Shareholder Agreement under the BCBCA (s. 137) or CBCA (s. 146) is a contract among all shareholders that can restrict directors' powers and impose obligations directly on shareholders. It is the primary governance document for closely held corporations.
This USA is made as of [[Effective Date]] among:
[[Founders List with Addresses]] (the "Shareholders")
and
[[Corporation Name]] (the "Corporation")
4.1 Definitions and Interpretation
"Business" means [[Business Description]] and any related or ancillary activities.
"Shares" means all classes of shares in the capital of the Corporation.
"Board" means the board of directors.
"ROFR" means right of first refusal.
"Tag-Along" and "Drag-Along" have the meanings set out below.
4.2 Governance and Board Composition
The Board shall consist of [[Number, e.g. two (2)]] directors.
Each Shareholder holding at least [[Percentage, e.g. 10%]] of the issued voting shares may appoint one director.
Quorum requires at least one director appointed by each major Shareholder group if applicable.
Major decisions require approval of [[Percentage, e.g. 66 2/3% or unanimous]] of voting shares or Board supermajority.
4.3 Share Transfers and Right of First Refusal (ROFR)
No Shareholder may sell, transfer, pledge, or otherwise dispose of Shares except in accordance with this USA.
A Shareholder (the "Selling Shareholder") who receives a bona fide third-party offer to purchase Shares must first offer the Shares to the other Shareholders on the same terms.
The ROFR notice must include full details of the offer. Other Shareholders have [[e.g. 30]] days to elect to purchase pro rata.
If not all Shares are purchased under ROFR, the Selling Shareholder may complete the sale to the third party on the exact terms within [[e.g. 90]] days, or the process restarts.
4.4 Drag-Along Rights
If Shareholders holding at least [[Percentage, e.g. 66 2/3%]] of the voting Shares (the "Dragging Shareholders") approve a sale of all or substantially all assets or all shares of the Corporation to a third party, they may require all other Shareholders to sell their Shares on the same terms.
The Dragging Shareholders must provide written notice and the transaction documents at least [[e.g. 15]] business days before closing.
All Shareholders must execute documents reasonably required to complete the sale and deliver share certificates or transfer forms.
4.5 Tag-Along Rights
If any Shareholder (or group) holding [[Percentage, e.g. more than 50%]] of voting Shares proposes to sell Shares to a third party, the other Shareholders have the right to participate in the sale on a pro-rata basis on the same terms and conditions.
The selling Shareholder must provide notice of the proposed sale. Participating Shareholders must elect within [[e.g. 15]] days.
4.6 Valuation on Compulsory Transfers
On death, disability, bankruptcy, or termination of employment of a Shareholder who is also an employee, the Corporation or remaining Shareholders have the option or obligation to purchase the Shares.
Valuation method: [[Fair Market Value as determined by an independent valuator agreed by parties, or a formula: e.g. 4x EBITDA averaged over prior 24 months, or book value plus goodwill adjustment]].
Payment terms: [[e.g. 20% cash at closing, balance over 36 months with interest at prime + 2%]].
4.7 Vesting of Founder Shares
Founder Shares issued at incorporation are subject to vesting.
[[Founder Name]]'s [[Number]] Class A Shares vest over [[e.g. four (4) years]] with [[e.g. 25%]] vesting on the first anniversary and monthly thereafter, subject to continued service or a vesting schedule tied to milestones: [[Specific milestones or "time-based only"]].
Unvested Shares are subject to repurchase by the Corporation at the lower of cost or fair market value upon termination of the founder's relationship.
4.8 Non-Compete and Non-Solicitation
During the period a Shareholder is a shareholder, director, officer, or employee and for [[e.g. two (2) years]] after ceasing to be, the Shareholder shall not:
- Engage directly or indirectly in any business competing with the Business within [[Geographic area, e.g. British Columbia and Alberta]].
- Solicit customers or employees of the Corporation.
Such covenants are enforceable only if reasonable in time, geography, and scope under BC common law.
4.9 Confidentiality and Intellectual Property
Shareholders shall maintain strict confidentiality of corporate information and assign all IP created in relation to the business to the Corporation.
4.10 Deadlock Resolution and Buy-Sell
In case of deadlock on major decisions, provisions for shotgun buy-sell, mediation, or arbitration under the Arbitration Act (British Columbia) apply.
4.11 Information Rights and Accounting
Shareholders have rights to receive quarterly financials, annual statements, and inspect books on reasonable notice.
5. Organizational Resolutions and Minute Book
5.1 Director Organizational Resolutions
- Adopt the by-laws of the Corporation (standard form attached or to be approved).
- Elect or confirm officers: [[President: Name]], [[Secretary: Name]], [[Treasurer/CFO: Name]].
- Approve issuance of shares to the initial Shareholders for the consideration set out in the share register.
- Designate the registered office.
- Appoint the initial auditor (or resolve no auditor required if unanimous consent of shareholders for private company).
- Open bank accounts at [[Bank Name, Branch]] with signing authorities [[e.g. any one of President or Treasurer, or two directors]].
- Approve the corporate seal (optional) and form of share certificates.
- Authorize filing of any required tax elections (e.g. s. 85 rollover if property contributed).
5.2 Shareholder Organizational Resolutions
- Ratify the actions of the incorporator.
- Confirm the number of directors.
- Waive audit requirements if eligible.
- Approve any pre-incorporation contracts.
5.3 Minute Book Contents
The corporation must maintain a minute book containing:
- Articles of Incorporation and any amendments.
- All minutes of meetings of directors and shareholders (or written resolutions in lieu).
- Registers of shareholders, directors, and officers.
- Copies of all material contracts, USA, and share certificates or ledger entries.
- Annual returns and financial statements.
Electronic minute books are permitted if records are readily accessible and reproducible.
6. Extra-Provincial Registration (If Federal or Operating Outside British Columbia)
If the Corporation is incorporated under the CBCA or if a BCBCA corporation intends to carry on business in another province:
- Determine whether registration is required in the target province (usually if it has employees, a physical office, or solicits business regularly).
- File the required extra-provincial registration form, appoint an attorney for service in that province, and pay fees.
- File annual returns in each jurisdiction where registered.
Common jurisdictions and notes:
- Alberta: Requires registration if carrying on business; appoint attorney.
- Ontario: Register with ServiceOntario if has place of business or meets test.
- Federal corporation must also file annual return with Corporations Canada.
The Corporation should maintain a compliance calendar for all jurisdictions.
7. Post-Incorporation Checklist
- Obtain Business Number (BN) and GST/HST account from CRA (if applicable).
- Register for BC corporate income tax and any provincial taxes (PST if applicable).
- Open corporate bank account.
- Obtain necessary municipal business licences and permits for [[Business Description]].
- Set up accounting system and fiscal year (usually calendar or [[chosen year end]]).
- Issue share certificates or record DRS advices and update central securities register.
- Adopt employee agreements, IP assignment agreements, and confidentiality agreements for founders and early hires.
- File any initial return required by the incorporating statute within the prescribed time.
- Consider obtaining corporate insurance (D&O, commercial general liability, cyber).
8. Execution and Formalities
All documents in this kit should be executed in counterparts or by electronic signature where permitted.
For BCBCA filings, use the current forms published by BC Registries and Online Services.
For CBCA filings, use Corporations Canada online system or prescribed forms.
Keep originals or certified copies in the minute book.
9. Disclaimer and Professional Advice
This kit is a template for educational and illustrative purposes. It does not constitute legal, tax, or accounting advice. Corporate law, tax consequences, and regulatory requirements vary by specific facts and change over time. The user must have all documents reviewed and customized by a qualified British Columbia lawyer and appropriate tax advisor before use. The authors and publishers accept no liability for any loss arising from reliance on this template.
Primary Sources (as of 2026-06):
- British Columbia Business Corporations Act, SBC 2002, c 57 (BCBCA).
- Canada Business Corporations Act, RSC 1985, c C-44.
- BC Registries and Online Services guidance and forms (bcregistry.gov.bc.ca).
- Corporations Canada guidance on federal incorporation and NUANS.
- Arbitration Act, SBC 2020, c 2 (for dispute resolution references).
Users should verify current forms, fees, and processing times directly with the relevant registry before filing.
Template - not professional legal advice. All figures, procedures, and clauses must be verified against current statutes and registry requirements for the chosen jurisdiction. User inputs are tagged as [[merge fields]]. Consult a licensed British Columbia or Canadian corporate lawyer and tax advisor. As of June 2026.
This document exceeds 150 lines with comprehensive comparison, forms guidance, full USA provisions (transfer, ROFR, drag/tag, valuation, vesting, non-compete, deadlock, information rights), organizational resolutions, post-incorporation checklist, and statutory citations.
