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After Incorporating-Organizing your Ontario Corporation
The Steps below will guide you through your Post Incorporation Tasks:
- CREATE A MINUTE BOOK
- Purchase a minute book to organize official documents. The following information must be contained in the Minute Book:
- Articles of Incorporation/Amendment
- By-Laws
- Shareholder Agreements
- Any agreements/directions by sole shareholder restricting the power of directors
- Minutes and Resolutions of the shareholders
- Register showing full name of each Director and the date they began and ceased as a director
- Minutes of meetings and resolutions of the Board of Directors
- Register showing names of Shareholders, with class and quantity of shares held
- Register showing details of share issue, transfer and amount due on each share
- Forms filed by the Corporation
- A sample each of the corporations share certificates
- ORDER MINUTE BOOK DESK TOP MINUTE BOOK
- Purchase a minute book to organize official documents. The following information must be contained in the Minute Book:
- FILE FORM 1
- Put a Copy in the Minute Book
- Once your corporation is registered and you have your certificate of incorporation, you have 60 days to file a Form 1 Initial Notice. This provides public record of the officers and directors of the corporation (you can provide up to 6). Failure to file a Form 1 (within the specified period) can lead to penalties against the corporations. The Initial Notice lists the name, address & position of each director/officer a and the date they were appointed/elected. If any of this information changes, a new Form 1 must be filed within 10 days of the change.
- FILE FORM 1
- FIRST DIRECTOR RESOLUTIONS
- The Person(s) indicated on the Articles of Incorporation as the first directors must approve certain things immediately following incorporation:
- Appointing Officers
- Allotting shares and confirming the amount paid for these shares
- Enacting the general operating by-law
- The first director can then resign, if he chooses, once he has enacted these resolutions:
- The Person(s) indicated on the Articles of Incorporation as the first directors must approve certain things immediately following incorporation:
- ORGANIZATION MEETING
- Immediately following incorporation, or as soon as possible, the incorporator should call a meeting of the directors in order to organize the corporation. All directors should be notified in writing, in advance, of the place, date and time of the meeting. The following items should be addressed at this first meeting:
- General by-laws should be approved
- Registered Office location should be approved
- Officers should be appointed
- Banking arrangements should be adopted
- Decide on a corporate Seal and adopt one if applicable
- The fiscal year should be set
- One form of each class of share certificate must be approved, a copy of each to be placed in the Minute Book
- Appoint or waive the Appointment of Accountants
- Immediately following incorporation, or as soon as possible, the incorporator should call a meeting of the directors in order to organize the corporation. All directors should be notified in writing, in advance, of the place, date and time of the meeting. The following items should be addressed at this first meeting:
- RECORD DETAILS OF THE SHAREHOLDERS
- Private Corporation must have at least 1 Shareholder and as many as 50
- Each Share represents a vote, and those votes represent control of the corporation
- You must document the names and addresses of each shareholder, when they became shareholders, of what kind of share, how many, their value, and when/if they relinquished their shares
- FIRST SHAREHOLDERS MEETING
- After shares are allotted, a First Shareholders meeting must take place. A shareholder does not have to be a director or officer of the corporation (and Directors do not have to be shareholders). Owners, however, are usually both. At the first Shareholders Meeting, the following items will be approved:
- Approve the Corporate By-Laws
- Approve the acts/resolutions of the incorporator/first director
- How many Directors of the Corporation there will be
- Appointment of the Auditor or Accountant*
- Accept the first director resignation, if applicable, and confirm the appointment of directors
- A Shareholders Agreement should be prepared which outlines how corporation will be managed, how it will resolve disputes, what happens if one or more shareholders dies, how the corporation will prevent the shareholders from competing with the corporation, and how shares are distributed upon dissolution, etc.
- *Most private companies are not required to have their books audited, but many corporations will show, in their by-laws, that the shareholders approve an audit not be performed
- After shares are allotted, a First Shareholders meeting must take place. A shareholder does not have to be a director or officer of the corporation (and Directors do not have to be shareholders). Owners, however, are usually both. At the first Shareholders Meeting, the following items will be approved:
- CONSENT TO ACT AS DIRECTOR
- Directors must show that they have consented to act as Director of the corporation by signing a consent which is kept in the Minute Book.
- ADOPT BORROWING BY-LAW
- Even though the general By-law of the corporation sets out the rules and procedures for the execution of documents and the borrowing of money by the corporation, a specific banking by-law and banking resolution should be adopted by the board of directors. This resolution should be approved at the time of organization so that the appointed officers can sign on behalf of the corporation. The financial institution with whom you plan to deal with will normally have its own pre-printed resolution and by-law which can be utilized for these purposes. The banking institution may require a certified copy of the borrowing by-law and banking resolution which has been passed by the Board of Directors.
Do you need a business number or a program account?
It is important to know what a business number (BN) and program accounts are to know if you need them. Generally, you need them for doing business with the government. Not all businesses need a BN and program accounts. If you do not need a program account, you do not need a BN.
The business number and program account
The business number is a nine-digit number that gives each registered business its own unique identifier.
A program account is what your business gets when it registers for a program. Programs help you meet some tax and accounting responsibilities, such as payroll deductions if you have employees.
You may need more program accounts as your business grows and changes, but you only need one BN for your business.
When a business registers for one of the programs, they get a:
- program account
- business number (if it does not already have one)
If you already have a BN and you change the legal ownership or the structure of your business, you may have to register for a new BN. For more information, go to Changing your business status.
When you need a program account
See the following examples to find out if you need to register. For example, your business has employees and needs to register for the goods and services tax/harmonized sales tax (GST/HST). This means your business will need a payroll deductions program account and a GST/HST program account. It also means your business will receive a BN.
Example 1
Example 2
How to find out if you need a program account
Each program account has special rules and requirements that tell you if you need to register for them. To find out if you need one or more program account, see their links.
The most common program accounts a business may need:
Find out if you need to register for a GST/HST account
You cannot register for a GST/HST account if you provide only exempt goods and services.
You have to register for a GST/HST account if both situation applies:
- you provide taxable supplies in Canada
- you are not a small supplier
Use the following sections to determine if you have to register.
- Most businesses
- Charities and public institutions
- Public service bodies
- Non-residents
- Taxi or limousine
Most businesses
Use the following table to see if you are a small supplier or not to determine if you are required to register for a GST/HST account.
| If | Then | What you need to do |
|---|---|---|
|
You do not exceed the $30,000 threshold amountFootnote 1 in four consecutive calendar quarters.Footnote 2 |
You are a small supplier. |
You do not have to register. You may choose to do so voluntarily if you provide taxable supplies in Canada. At the end of every quarter, you have to make the same calculation to see if you are still a small supplier. |
| You exceed the $30,000 threshold amountFootnote 1 in a single calendar quarter.Footnote 2 | You are not a small supplier. You cease to be a small supplier on the supply that made you exceed $30,000. |
You start charging the GST/HST on the supply that made you exceed $30,000. You must register within 29 days from the day you cease to be a small supplier. |
|
You exceed the $30,000 threshold amountFootnote 1 within the previous four consecutive calendar quarters (but not in a single calendar quarter).Footnote 2 |
You are no longer a small supplier at the end of the month following the quarter in which you exceed $30,000. |
You start charging the GST/HST at the beginning of the month after you cease to be a small supplier. You must register within 29 days after you make a sale other than as a small supplier. |
- Footnote 1
-
Include the total amount of all revenues (before expenses) from your worldwide taxable supplies (including zero-rated supplies):
- If you are a sole proprietor, from all your businesses and those of your associates.
- If you are a partnership or a corporation, from your associates.
Do not include financial services, sales of capital property, and goodwill from the sale of a business.
- Footnote 2
-
Calendar quarter means a period of three months beginning on the first day of January, April, July, or October in each calendar year.
Voluntary GST/HST registration if you are a small supplier
If you decide to register voluntarily, you have to:
- charge, collect, and remit the GST/HST on your taxable supplies of property and services
- file GST/HST returns on a regular basis
- stay registered for at least one year before you can cancel your registration (unless you stop your commercial activities)
Once registered, you may be eligible to claim ITCs to recover the GST/HST paid or payable on your purchases and operating expenses. For more information, see Input tax credits.
If you want to register, see How to register for a GST/HST account.
If you choose not to register, you do not charge the GST/HST (other than on certain taxable supplies of real property) and you cannot claim ITCs.
Voluntary GST/HST registration for non-residents
You can choose to register voluntarily in the following cases:
- you are engaged in a commercial activity in Canada
- you are a non-resident person who, in the ordinary course of carrying on business outside Canada, regularly solicits orders for goods (except prescribed goods) to be exported or delivered to Canada
- you are a non-resident person who, in the ordinary course of carrying on business outside Canada, enters into an agreement to supply services to be performed in Canada
- you are a non-resident person who, in the ordinary course of carrying on business outside Canada, enters into an agreement to supply intangible personal property such as intellectual property:
- to be used in Canada
- that relates to real property situated in Canada
- that relates to goods that are ordinarily situated in Canada
- that relates to services to be performed in Canada
Generally, if you do not have a permanent establishment in Canada, or if you make supplies in Canada only through another person's fixed place of business, and you apply to be registered for the GST/HST, you have to provide us with security.
Information you need to register for a GST/HST account
When you register, you need to know your effective date of registration. This date depends on whether your registration is mandatory or voluntary.
If you have charged the GST/HST on your sales more than 30 days before registering, call 1-800-959-5525 for special instructions.
Use the following sections relating to information you have to provide when you register for a GST/HST account.
What will be your fiscal year for GST/HST purposes?
Every registrant has a fiscal year for GST/HST purposes. We use this fiscal year to determine when your GST/HST returns are due. In most cases, your GST/HST fiscal year is the same as your tax year for income tax purposes.
The tax year of the following business entities is usually a calendar year:
- individuals and certain trusts
- professional corporations that are members of a partnership (such as a corporation that is the professional practice of an accountant, a lawyer, or a doctor).
A calendar year begins on January 1 and ends on December 31. If you have a tax year that is the calendar year, your income tax return covers that period. If your GST/HST fiscal year is the same as your tax year, your GST/HST fiscal year is also the same.
The income tax fiscal period of a partnership, where at least one member of the partnership is an individual, professional corporation, or other affected partnership, is usually a calendar year. If the GST/HST fiscal year is the same as the income tax fiscal period, then it will also be a calendar year.
The GST/HST fiscal year of a corporation is usually the same as its tax year for income tax purposes.
How to register for a GST/HST account
Use the following sections for the three ways you can register.
Online
Registering electronically through Business Registration Online (BRO) has many benefits:
One-stop service – This integrated online service lets you register for key CRA program accounts and some provincial accounts at the same time. This saves time and duplicated effort.
Convenient – Service is available from your home and office anywhere in Canada well outside normal business hours, and on Saturdays.
Easy-to-use – Questions guide you through the registration process. Helpful features such as pop-up messages are displayed when missing or incorrect information is entered.
Secure – State-of-the-art encryption and security procedures allow you to follow steps that further protect your private information.
To register online or to find out more about online registration, see:
What to do after you register for the GST/HST
Once you have registered a new GST/HST account, the CRA may contact you for information. Having complete and correct information on file for your business allows us to serve you better.
As a GST/HST registrant, you are required to and responsible for:
You can also make changes to your:
- fiscal year
- reporting periods
- accounting periods
- locations, branches, or divisions of your business
For more information, see Make changes to a GST/HST account.
Basic information you have to provide for the four main program accounts
There is basic information you have to provide when you register for a business number (BN) and any of the following four main program accounts:
- GST/HST program account (RT)
- payroll deductions program account (RP)
- import-export program account (RM)
- corporation program account (RC)
When registering a business, you may have to provide the following information:
- the type of business or organization (for example: sole proprietorship, partnership, corporation, registered charity)
- the name and social insurance number (SIN) of all owners
- the contact person for registration onlyFootnote1
- the legal business name
- the operating name or trade name
- the physical address of the business
- the mailing address (if different from the physical address)
- the address of the business records
- the business number (if the business already has one)
- the description of the major business activity
- an estimate of the business's sales
Additional information you have to provide for each of the four main program accounts
You also need to provide more information about the business, depending on which of the following program accounts you are registering for:
- GST/HST program account (RT)
- Payroll deductions program account (RP)
- Import-export program account (RM)
- Corporation income tax program account (RC)
See below to find out what information you need to provide.
You will also need to provide your mailing address and physical address if they differ from the business information in the section called Basic information you have to provide for the four main program accounts.
GST/HST program account (RT)
You must have all of this information on hand:
- total sales in Canada and total worldwide sales of taxable supplies
- fiscal year end
- effective date of registration
- reporting periods
It is important that you have the information above when registering for this account. Otherwise, you may not get your refund if you are claiming one.
For more information, go to Register for a GST/HST account.
Payroll deductions program account (RP)
You must have all of this information on hand:
- date employees received their first wages
- months covered for payroll of employees' wages
- type of pay period (for example, weekly, quarterly)
- number of employees
- payroll service name (if any)
- country of the parent company or affiliate, if you have a foreign owned corporation
- name of franchisor (if any)
- country of franchise's head office
For more information, go to Opening a payroll program account.
Individuals that employ a caregiver, babysitter, or domestic worker
If you are an individual that employs a caregiver, babysitter, or domestic worker, you may be considered an employer. If so, you must register for a payroll deductions program account.
For more information, go to Employing a caregiver, babysitter, or domestic worker.
Import-export program account (RM)
You must have all of this information on hand:
- type of program
- importer and exporter
- importer
- exporter
- type of goods exported
- estimated dollar value of goods to be exported
For more information, go to Import-export program account.
Corporation income tax program account (RC)
You must have all of this information on hand:
- corporation name
- certificate number
- date of incorporation
- jurisdiction
For more information, go to Corporation income tax program account.
Information you have to provide for the other program accounts
There are other program accounts you may need for your business. Registration is specific for each program account. Note that few businesses need these program accounts. To find out more about them, follow the links below.
- Information returns program account (RZ)
- Registered charity program account (RR)
- Excise duty program account (RD)
- Excise tax program account (RE)
- Insurance premium tax program account (RN)
- Air travelers security charge program account (RG)
- Softwood lumber program account (SL)
Footnotes
- Footnote 1
-
Please provide the name of a contact for registration purposes only (this contact person will not be considered an authorized representative). A contact person does not have authority unless they are also an authorized representative or a delegated authority. If a contact person does not have authority on the business number program account, they cannot change information and we cannot share information. If you want to authorize a representative to deal with the Canada Revenue Agency (CRA) about your BN go to Authorizing a representative – Business number. For more information, see Booklet RC2, The Business Number and Your Canada Revenue Agency Program Accounts.
- Date modified:
- 2017-02-01
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How to register
Business Registration Online
Businesses that have simple registration requirements can register for a business number using the Business Registration Online (BRO) service. With this service, businesses can also register for one or more of the following program accounts:
- GST/HST program account (RT)
- payroll deductions program account (RP)
- import-export program account (RM)
- corporation income tax program account (RC)
By mail or by fax
To print a form, go to Form RC1, Request for a Business Number or, to order a form, go to Getting forms and publications.
Fill in Form RC1. Once you have completed the form, mail or fax it to your nearest tax service office (TSO) or tax centre (TC).
If you already have a business number, fill in one of these forms:
- Form RC1A, Business Number – GST/HST Account Information
- Form RC1B, Business Number – Payroll Account Information
- Form RC1C, Business Number – Import-Export Account Information
By phone
To register for a business number or a program account by phone, call our Business enquiries line at 1-800-959-5525. For hours of service, go to Hours of telephone service.
Before calling, be ready to answer all the questions in Part A of Form RC1, Request for a Business Number, and any other questions in the form about the program accounts you want to open.
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