Incorporating your company in Canada has a variety of benefits to you as a business owner. Incorporation effectively means that your business becomes a separate legal entity created under the Business Corporations Act or Canada Business Corporation Act offering a flexible array of ownership, control, and profit participation share structures. A statutory scheme with corporately established rules and governance. Although professional advice is recommended to best design a specific corporation, set up costs are surprisingly low.
A few of the benefits of Incorporation include:
Very flexible business structure
A two-year provincial tax holiday for most new businesses
Creates a marketable entity
Very flexible ownership options, allowing possible participation of family or key employees
Allows for different equity contributions, not all owners have to make the same investment
Allows for non-controlling ownership interests (i.e. non-voting shares) for family, key employees, etc.
Many income splitting options
Lower tax rates for high-income individuals
Limited liability in most areas (tax liability, employee taxes, and wages are not limited)
Allows preferred ownership interests through preferred share structures giving special rights to prescribed investors
A Corporation is immortal, creating a flexible and advantageous estate planning tool
There are a few fees associated with incorporation, including a legal fee to set up and an annual fee of to run. However, these are more than manageable and well worth it for the wealth of benefits incorporation offers you.
Are you thinking about incorporating your business? Or just want to learn about the process? Give us a call today to speak to one of our professionals: 250.383.9104. We would welcome the opportunity to work with you to start the steps to incorporate your business
I am Michael Velletta, a founding partner of Canadian law firm Velletta & Company. Why should you choose British Columbia as your place to incorporate? For those desiring to do business in Canada the obvious jurisdiction of choice is British Columbia.
British Columbia is an investor friendly environment and has the most contemporary business laws in Canada. Perhaps, even the most contemporary anywhere on the globe. These laws reduce bureaucracy and increase flexibility. An interesting feature of incorporating in British Columbia is that at the same time you incorporate in BC you can also incorporate into Alberta, which is the neighboring province.
In fact British Columbia companies can be extra-provincially registered in every jurisdiction in Canada and can be extra-territorially register in just about every jurisdiction around the globe. One advantage of being a British Columbia company is that you have access to the Canadian legal system which is considered extremely stable and is very well-respected. It also meshes well with all US jurisdictions, Australia, New Zealand, Great Britain and many other corporate business jurisdictions around the globe.
A BC incorporation also gives you great opportunities and exposure to Canadian capital markets with the Toronto Stock Exchange that Toronto Stock Exchange, Venture, which is the junior market, and the Canadian Stock Exchange. In addition, companies that are listed companies in Canada can at the same time use documents filed in Canada on inter-listed U.S. stock exchanges such as NASDAQ, the American Stock Exchange and the New York Stock Exchange.
Finally, the cost of doing business in Canada is much more attractive than most other jurisdictions. You might be surprised to learn that the tax regime in Canada is not very aggressive, and is in deed much more attractive than most U.S. jurisdictions.
Velletta & Company is adept at advising international clients on all corporate matters, and particularly creating your British Columbia Corporation. I hope that you will let Velletta & Company provide you with corporate advice and be a part of your team.
If your business has reached the stage where you need to raise investment capital to grow and develop, being well prepared and adopting key strategies for success will greatly increase your chances.
Consult Your Team: If you are at the stage of raising capital to fund the development of your business, you will likely have in place a team of professionals. It makes sense to consult with them and tap into their creativity and experience. This is a good launching point.
How Much: The more junior and less developed your business is, the more expensive in terms of rates or dilution it will be to obtain investment capital. Carefully consider how much of this expensive investment capital you need in the first stages. As your business develops and grows you will be able to raise capital at lower rates and with less dilution.
Be Prepared: Potential investors are usually savvy business people. They will quickly form an opinion to invest, or not to invest based on first impressions. How do you make a good first impression?
Have at least a basic business plan, explaining where you want to take your business, how much capital you need, how that capital will be deployed and other basic information. It needs to look professional.
Make sure you have pro forma financial statements demonstrating how the potential investor will benefit from their investment.
Put together a physical binder, or digital data room of key documents concerning your business. Make it easy for the potential investor to perform due diligence on your business.
Have a term sheet setting out all the terms and conditions of participation in your capital raise.
One of the first places a potential investor will look is at your website. Make sure you have one, and that it is tasteful and represents your brand. A good website is a simple way to look established, successful and that you are going places. Even something very simple is better than nothing at all.
Know your stuff. You should be well prepared to answer questions about your product or business. You will need to know the financial numbers and be able to explain how the investor will see a good financial return on their participation in your business. Be fully prepared to explain the form of the investment, how it works and the exact terms.
Intellectual Property: If your business or product is unique or innovative make sure you protect your intellectual property. At the very least you will want potential investors to sign a nondisclosure agreement.
Adopting these key strategies will help you make that critical positive first impression and be a launching pad for success.
Michael J. Velletta is a senior lawyer with decades of experience, sitting on the boards of a number of publicly traded companies in Canada, Europe, and Australia.
If you have a partnership, you need a Partnership Agreement. Successful entrepreneurs agree that good planning is a fundamental ingredient of any business venture. With partners you need a means by which to clarify the parameters of your relationship, and resolve disputes that will likely occur. Every partnership, from time to time, will involve disagreements, misunderstandings and, perhaps, outright warfare. A properly prepared Partnership Agreement will reduce or eliminate the risk of these difficulties threatening an otherwise efficient business relationship.
The best time to work out compromise and achieve a Partnership Agreement is when harmony and goodwill are in abundance, not after difficulties have arisen. Then, it may be too late.
A good Partnership Agreement clearly establishes the fundamental rules under which the partnership operates. Your Partnership Agreement should settle the following issues:
This outline is selective and topical, for discussion purposes only. It is not legal advice. Do not apply any of the information set out in this outline prior to discussing it with your lawyer. Velletta & Company represents both employers and employees. This article contains information to assist you with understanding your rights.
Many small business owners are reluctant to retain the services of a lawyer to collect outstanding accounts, because the cost of doing so often exceeds the amount they are owed. These little debts can sit around for months, causing cash flow and bookkeeping headaches. Many small outstanding debts can add up to one really big problem. How can you collect what your business is owed without going into debt yourself? There are several ways to manage the issue efficiently.
Five years ago, Bob was 20 years old, an exceptional athlete, and he was taking a sports management program at a college. He was in a tournament with his classmates in March 2004. In the early morning, Bob was the passenger in a car travelling on a highway near Port Alberni. The driver of the vehicle lost control and drove off the road, down an embankment, and forcefully collided into a tree. The driver had been drinking and doing drugs and initially tried to pretend that he had not been driving the car. The jaws-of-life were required to remove Bob from the car. The impact had mostly been on Bob’s side of the car. He was airlifted to Victoria General Hospital in critical condition and in a coma.
Intellectual Property is not real property (land), or moveable, tangible property (chattels), but “property of the mind.” Your ideas belong to you, and if they are profitable, you should convert them into a protectable form. Some examples of ideas in protectable form include patents, trade secrets, trademarks, trade names and copyright. Every business person should know how and when to protect their Intellectual Property.
Losing your place of business or being locked into an unwanted or expensive lease can be a disaster. To avoid problems, take the time to negotiate a beneficial lease on the terms you need and want. You can bet that your landlord knows exactly what is in your lease. Do you?
Unlike residential leases, which are governed by legislation, commercial leases are suited to extensive negotiation. Commercial tenants have much greater leverage in lease negotiations then they typically realize. Before you begin your negotiations – and remember, almost everything is up for negotiation – know your objectives and options. Here is some information to get you started.
This outline is prepared by Michael J. Velletta, a lawyer practising in the areas of real estate, corporate and civil law. This outline is selective, and for discussion purposes only. This is not legal advice. Do not apply any of the information set out in this outline without first discussing it with your lawyer.
Velletta & Company represents hundreds of small and medium businesses, and has the experience, knowledge and resources to deliver cost effective legal services to enhanced and support business. We hope to be part of your business team.