In order to convert your personal business into an incorporated company, we follow a two-step procedure:

1. We radiate your sole proprietorship. This means that we close your personal business.
2. We incorporate a new company for you either provincially (in Quebec) or federally.

During the conversion process, we radiate your sole proprietorship. This means that we permanently close your sole proprietorship. For more information on the radiation of a sole proprietorship, you can visit our radiate a sole proprietorship page.

Having an incorporated business as opposed to a personal enterprise (sole proprietorship) comes with several benefits. Here are some of the main benefits:

1. Limited Liability: If you have a sole proprietorship, you are not considered a separate entity from your business. Therefore, you can be held personally liable in the event your business is sued or goes bankrupt. On the other hand, an incorporated business is considered to be a separate legal entity from its owner. This means that in the event of a lawsuit or bankruptcy, your personal assets will be protected.
2. Perpetuity: If you have a sole proprietorship, the lifespan of the corporation is limited to your existence. Whereas, if you have an incorporated business, your business will exist perpetually and can be passed on from generation to generation.
3. Tax Benefits: Being a corporations allows you to benefit from lower rates of income tax and also allows you to benefit from deductible expenses. Additionally, you can pay yourself in dividends instead of salary to benefit from the lower tax rate.
4. Flexible Payout Options: Having a corporation allows you to choose the way that you want to pay your directors and shareholders. They can be paid in dividends, through loans or salary.
5. Flexible Financing Options: As a corporation, you are more likely to secure a loan or investment for your company since you have limited liability.
6. Build a Brand: Having a corporation will allow you to trademark your name and protect your brand.

A corporation is a legal entity that is created under Canadian or Provincial laws. A corporation is owned by shareholders and controlled by a Board of Directors. It can run a business, hire employees, sign contracts, conclude transactions…etc.

The principal advantage of incorporating is the limited liability of the shareholders. Corporations also benefit of various fiscal advantages that will allow you to better operate your business and increase your profits.

A shareholder is a person, company or institution that owns a share of a company’s stock. By owning a share of a company’s stock, the shareholder is able to reap the benefits of the company’s success or can be responsible for its losses.

In the event where a corporation has more than one shareholder, it is strongly recommended that the shareholders sign a unanimous shareholder agreement. A shareholder agreement is a contract between the shareholders that establishes rules and answers to various questions namely what happens if a shareholder wants to sell?, what happens if a shareholder dies? or what happens if a shareholder defaults?

A minute  book contains a permanent and detailed record of a corporation’s rules, activities and decisions. It will contain resolutions of corporate minutes and meetings, a list of the shareholders and board of directors members, a securities registry and shareholder certificates. It will indicate the significant positions of the corporation and who has the authority to act in the name of the corporation.

Under Quebec and Canadian law, minutes book are mandatory and must be available at the corporate headquarters.

In the future, if you want to make any changes to your business or if you need specific resolutions to update your minute book, we recommend visiting our corporate maintenance and corporate resolutions pages for more information or you can contact us at the form below.

In order to determine the proper jurisdiction for your corporation, federal or provincial, ask yourself the following questions:

1. Where will my corporation be conducting its business? Will the activities be across Canada or provincial?
2. How important it is that the name and brand of my business be protected across Canada?
3. What are the fees associated with incorporation and provincial immatriculation of your corporation?
4. Will the Corporate directors be Canadian residents?

By doing this analysis, we will be able to better assess which jurisdiction is best suited for your corporation.

Radiating your sole proprietorship normally takes 24h. After that, we begin the incorporation process. Incorporating a provincial business can take an average of 24h to appear at the Quebec Corporate Registry. As for a federal business, it can take between 24h-48h for the business to appear at the Federal Corporate Registry.

Finally, it normally takes our firm 3 days to produce your minute book.

Yes, you can keep the same business name as your sole proprietorship. You will simply need to add a legal element to your business name (ex. Inc., corporation, limited, Corp….etc.)

If you pay yourself a salary from the corporation, you will also be paying a contribution which in exchange will provide you with certain social benefits like pension, maternity and paternity benefits. If you plan on having children in the future, this can be an advantageous option.

On the other hand, if you pay yourself in dividends, you only pay taxes on the amount distributed without having to pay for any contributions. Therefore, any excess capital remaining in the corporation can be reinvested.

Yes. You can add a business partner to your newly incorporated business that was not part of your original personal enterprise.

Yes. If you have a business partner, it is crucial to have a partnership agreement in order to protect yourselves and the partnership. We suggest visiting our partnership agreement page for further information.

A salary is a fixed compensation paid periodically to an employee for the services and work rendered.

On the other hand, the dividend is the distribution of profit made by a company to its shareholders. All surplus in profits made by a corporation can either be reinvested into the company or be distributed to its shareholders as a dividend.

Yes, the incorporation process requires the drafting of various legal documents and having an attorney draft those documents for you would be highly recommended.