How do I get my federal CRA Business Number?
When you incorporate, in most cases the applicable registry will apply to Canada Revenue Agency for a business number on your behalf, which will be emailed at the time of incorporation confirmation in British Columbia and under the federal CBCA. In Alberta, this is mailed to the corporation within 7 to 10 days of incorporation. Once you have your federal business number, you can set up your payroll and GST accounts, if needed. You will also use your federal business number for your corporate income tax filings.
Do I need to charge provincial sales tax for my customers in other provinces?
In addition to federal GST, many provinces collect sales tax. Check each province that you earn revenue from, as the rules are different in each province. Whether or not you charge provincial tax in a province depends on where the customer is, not where your company is. Below are some links to get started:
· Alberta – does not collect a provincial sales tax
· British Columbia – ‘small sellers’ generally do not have to register and collect provincial PST. A ‘small seller’ must be under $10,000/year in revenue in BC, cannot have a physical location in BC, and must otherwise meet the definition. See Bulletin PST 003.
· Ontario (along with most of the maritime provinces) has a harmonized sales tax (HST) – provincial sales tax should be collected and remitted along with any federal GST. See CRA’s General Information for GST/HST Registrants.
Please note that this discussion is about provincial sales tax. Once you are actively carrying on business in another province, you will need to extra-provincially register there. The provinces are all slightly different, but generally ‘carrying on business’ in a province is triggered by any of the following in that province: an address or phone #, advertising or otherwise soliciting business, owning property, holding licenses, or otherwise carrying on business there.
Do I need a provincial or municipal license?
· Municipal license if applicable – see https://www.calgary.ca/business-economy/business-licensing-and-permits.html for example. Each municipality or country is different.
· Provincial license if applicable - https://www.alberta.ca/get-a-business-licence.aspx as an example – this is a list of types of businesses licenses by Consumer Services. Other provincial departments may require licenses for other types of businesses. Each province is different.
· https://www.bizpal.ca/ is a cross-Canada (free) initiative that helps you figure out licensing requirements across the country.
· Even if you don’t need a license, there may be rules or regulations (often provincial but not always), specific to your profession or industry.
Do I need a Unanimous Shareholder Agreement?
If there are multiple shareholders, a Unanimous Shareholder Agreement (USA) becomes useful when unforeseen events cause disagreements or tension in the relationship of the shareholders. Different expectations on things like share transfers, new investors or selling the business can lead to a breakdown in the relationship between shareholders. USAs can also provide for certain rules regarding the governance of the corporation and as a means for a shareholder to leave the corporation.
Do I need a Trademark?
A Trademark is a brand or mark (such as a word, letters, numbers, a phrase, logo, design or graphic, or any combination of those) used by a business or organization to distinguish its goods and services from the goods and services of others in the market. By registering your Trademark, you obtain the exclusive right to use it across Canada in association with the goods and services for which it has been registered. If you are using an unregistered mark, another party could register the Trademark and then file a claim for infringement against you.
What other legal contracts should I consider?
· Employment and/or consulting contracts
· Employee and other workplace policies
· If carrying on business through a website – website terms and conditions
· Lease if applicable
· Service agreement if you are a consultant or service provider
· Other commercial contracts and policies specific to your business – code of conduct, ESG policies, waivers…
And if you have a board of directors that includes independent directors…
· Board of directors’ charter and organizational matters – what needs to be approved or reviewed by the directors and how will the directors organize themselves? Also consider and mitigate director & officer liability.
Some other matters to consider as you organize your business…
· Financial matters – moving your assets into the corporation, business bank account, bookkeeping, payroll, GST (if more than $30K revenue/year and not exempt)
· Business insurance
· Website domain and website
· Other legal, financial, and operational considerations specific to your business
These next steps are for information only and are not intended to be situation-specific legal advice.