Setting up in British Columbia
Incorporation for non-residents of Canada
Branch office registration is also available to you in any Canadian province, and you would not need to have a resident Canadian as a director.
For a quotation on branch office registration, please advise of the specific province in which you intend to establish the branch.
Advantages of British Columbia incorporation
- Highly prestigious Canadian legal entity.
- No restrictions on the residency of directors, officers and shareholders.
- Availability of one-man corporation, when one individual is a sole shareholder, director, president, secretary and treasurer of the corporation.
- No requirements for a minimum authorized capital. The corporation is authorized to issue any number of common shares without par value.
- No restrictions on issued capital. The corporation is able to issue any number of shares for any consideration.
- No withholding tax on director’s fees and salaries paid to non-resident directors, officers and employees, when they work outside of Canada.
- The corporation pays corporate income tax on net profit. All business expenses are deducted before taxes.
Common use of company formation
- To serve customers located in Canada, US, EU and other highly regulated jurisdictions.
- For conducting business in all highly regulated jurisdictions, where business transactions with offshore companies are restricted or prohibited.
- For purchase of property in Canada.
- For purchase of businesses in Canada.
- For the building of credit history in Canada.
- For the planning of business immigration to Canada.
Our services
Subsidiary incorporation in the Provinces of British Columbia.
Incorporation packages for non-residents of Canada
A minimum of one shareholder/officer is required.
There are no restrictions on the authorized or issued capital.
Shares are normally issued at no par value.
Our Incorporation Packages are affordable and simple to use. The process is completed by email and/or phone consultation and all documents are couriered via international courier. The inclusions and costs are as follows:
Complete Incorporation Package (named corporation)
- Registered Office.
- NUANS Name Search (if required).
- Completed Organizational Minutes, Share Certificates, Shareholders’, Directors’ & Officers’ Registers.
- Corporate Minute Book including:
- Corporate Seal.
- Standard Corporate by-laws.
- Registers & Ledgers.
- Completion and Filing of Notification pursuant to the Investment Canada Act.
- Registered Office Address for service of documents and mail forwarding purposes.
Corporate taxation
The lower small business rate is applicable to Canadian-controlled private corporations (CCPCs) with active business income eligible for the federal small business deduction. Generally, active business income is income earned by a corporation from a business other than a specified investment business or a personal service business.
The lower small business rate applies to active business income up to the B.C. business limit of:
- $500,000 effective January 1, 2010
- $400,000 effective January 1, 2005 to December 31, 2009
- $300,000 from April 1, 2002 to December 31, 2004
When the rate or the business limit changes during the tax year, you have to base your calculation on the number of days in the year that each rate or limit is in effect.
General corporate income tax rate
| Effective January 1, 2018 | 12.0% |
| April 1, 2013 – December 31, 2017 | 11.0% |
| January 1, 2011 – March 31, 2013 | 10.0% |
| January 1, 2010 – December 31, 2010 | 10.5% |
| July 1, 2008 – December 31, 2009 | 11.0% |
| July 1, 2005 – June 30, 2008 | 12.0% |
| January 1, 2002 – June 30, 2005 | 13.5% |
| July 1, 1993 – December 31, 2001 | 16.5% |
Small business corporate income tax rate
| Effective April 1, 2017 | 2.00% |
| December 1, 2008 – March 31, 2017 | 2.50% |
| July 1, 2008 – November 30, 2008 | 3.50% |
| January 1, 2001 – June 30, 2008 | 4.50% |
| July 1, 2000 – December 31, 2000 | 4.75% |
| July 1, 1999 – June 30, 2000 | 5.50% |
| January 1, 1999 – June 30, 1999 | 8.50% |
Procedures and steps
Type of company
You must select which type of company you want to incorporate. Under the Companies Act you may incorporate one of three types of companies:
- a Limited company by shares (limited liability Company)
- a Limited company by Guarantee; or
- an Unlimited Liability Company.
The first type of company is the one that has the traditional characteristics of corporations and companies. If you think you want to incorporate one of the other 2 kinds of companies, you may want to consider contacting competent professional advice to determine whether you have a need for these kinds of companies.
Name of the company
- A British Columbia company’s name must end with one of the following: Limited, Limitée, Incorporated, Incorporée, Ltd., Ltée or Inc.
- A British Columbia company’s name may not have the words “Royal” or “Imperial” as part of its legal name.
- A British Columbia company’s name may be in English, French or it may have a version in both languages.
Choosing a corporate name can be a difficult task. To increase the chances of your proposed name being accepted, try to select a name that is as distinct as possible, yet accurately describes your business. If your proposed corporate name uses common or popular names, the chances of it being accepted decrease. Furthermore, you may not be allowed to use a name which is either identical or deceptively similar to one that is already used by another company or competitor in your jurisdiction.
Registered office
The registered office of a company is the location officially designated as such by the company to the relevant government department or authority. The registered office may be a commercial or residential address, but should not be a post office box. You will need the complete address.
The registered office is typically the principal place of business of the company (e.g., store, plant or office) and does not have to actually be an “office”. If the company will have more than one place of business, you may select any of the places of business.
Fiscal year-end
- A fiscal year is any 12-month period used by a company as its official accounting period. A fiscal year-end is the official last day of the fiscal year of a company. The fiscal year-end does not need to be December 31, but is typically the last day of the chosen month.
- It is not uncommon for companies to select December 31 as their fiscal year-end. However, you may change this date if you have specific reasons for doing so.
Shareholders
- Shareholders are the person(s) who hold (i.e., own) the shares in the company. Whoever holds the shares of a company essentially “owns” the company. By reason of the votes that are usually attached to the shares, the shareholders control the company.
- Every private company must have at least 1 shareholder and there may be several (but not more than 50) shareholders.
- You will need the complete residential address of each shareholder.
Number of shares
You must select the number of shares each shareholder will have. A company may issue as few or as many shares as it deems desirable. The crucial matter is the proportion of shares that is initially issued to each shareholder, rather than the actual number. For example, if there are 2 shareholders and each is to have a 50% interest in the company, it is irrelevant whether each shareholder receives 10 shares or 10,000 shares each, since in either case, both receive an equal proportion of the shares.
Nonetheless, it may be advantageous to issue a larger amount of shares. It may facilitate selling a portion of these shares at a later date since each share will have a lower value. Also, subsequent share issues from the company may be more attractive to investors since the value of the shares would be lower given the larger number of shares that were already issued. It is not uncommon for the total amount of shares issued to all initial shareholders to equal 1000 shares. However, you may decide to increase or decrease this amount.
Directors
- Directors are the individuals who administer the affairs of the company and make all major decisions for the company.
- Every company must have at least 1 director, and there may be several. Only individuals (i.e., physical persons) may be directors of a company.
- A British Columbia company DOES NOT require that any of its directors be Canadian residents.
- Directors may also be shareholders and officers (see below) of the company. In fact, this is typical in small companies.
- You will need to know the following for each director: their complete residential address, whether they are Canadian residents and their profession.
Officers
- Officers are the persons who hold certain senior management positions, such as President, Vice-President, Secretary and Treasurer, among others.
- A company must appoint a President and a Secretary.
- Officers may hold more than one office or position. For example, an individual may be the President, Secretary and Treasurer.
- Officers may also be directors and shareholders of the company. In fact, this is typical in small companies. There is no Canadian residency requirement for officers.
- You will need to know the following for each officer: their complete residential address and their profession.
Accountants
Auditors are the professionals who check the accuracy, fairness and general acceptability of a corporation’s accounting records and attests to them. A corporation must generally appoint an auditor to prepare the annual financial statements of the corporation. The auditor should be a chartered accountant and cannot be a director or officer of the corporation. Alternatively, you may appoint accountants to prepare the financial statements of the corporation but who will not act as auditors of the corporation.
Shareholders of a private corporation may choose not to appoint an auditor for any given fiscal year. All the shareholders must agree to this decision. This decision remains valid only until the next annual meeting, where all the shareholders of the corporation must once again consent to not appointing an auditor for the following fiscal year.
Our company licensing services
— What we do and do not do
Our company is EXCLUSIVELY engaged in assisting worldwide clients, either individuals or corporate entities, to get duly and properly licensed with local Regulators and Financial Authorities to get respective official licenses to legally carry out their cryptocurrency or financial related business activities.
TBA & Associates Tax Business Advisors does not provide or carry out any sort of Cryptocurrency or Financial services!
Disclaimer: While TBA & Associates strives to make the information on this website as timely and accurate as possible, the information itself is for reference purposes only. You should not substitute the information provided in this article for competent legal advice. Feel free to contact TBA Customer Services for advice on your specific cases.