Wise Incorporation (Public Release)

05/03/23 © 2004 WISE 1

These slides are made available to the public domain and may be freely distributed.

NOTE: The content herein is for informational purposes. It is suitable as a jumping-off point for those wishing to start multi-person coporations in Ontario. There is some (albeit limited) information that is suitable for 1-person corporations.

NOTE: The information contained herein is dated (2004 +/-).

05/03/23 © 2004 by WISE Integrity Software Engineering, Inc.

WISE IncorporationWISE IncorporationA. John van SchouwenA. John van Schouwen

Incorporated: June 7, 2003Incorporated: June 7, 2003Corporation # 6105262Corporation # 6105262Business # 887288009RT0001Business # 887288009RT0001

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Key Milestones (aka the checklist from hell)

1. Select 3 names for your corporation2. Call or write a private name search company to search your name3. Purchase package of forms4. Prepare articles and consents5. Forward the following documents to Companies Branch:

(a) Duplicate originals of Articles(b) Consent forms, if applicable(c) Name search report(d) Cheque, certified, payabe to the Minister of Finance for $330

6. Receive incorporation documents from Companies Branch7. Order minute book and seal.8. Complete Initial Notice from the Companies Branch9. Complete banking resolutions and open company bank account10. Prepare directors’ and shareholders’ resolutions11. Sign and file directors’ and shareholders’ resolutions in minute book along with issued

signed share certificates and signed by-laws12. Complete registers in minute book.13. Misc.

(a) Draw up promissory notes for assets transferred to or loans made to the corporation in initial meetings.

(b) Contact Retail Sales Department for exemption forms.(c) If motor vehicles are involved, visit Motor Vehicle Branch for transfer forms.

14. File your Initial Notice.

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The Basics

Advantages of Incorporation• Potentially greater source of capital• Corporation lives on: estate planning

benefits• Limited liability• Tax advantages

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The Basics

Disadantages of Incorporation• Extra paperwork:

– Meeting minutes– Written resolutions– Registers to keep– 2 tax returns: personal & corporate

• Government paperwork from time to time• Setup cost

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The Basics

Financial Statements• Meaningful statements are vital. Needed

by:– Owners– Managers– Creditors– CCRA– Prospective buyers

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The Basics

Basic Corporate StructureBasic Corporate Structure

Board of Directors

Shareholders

Officers

Elect

Hire & fireProtect

Interestsof

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The Basics

Basic Roles/Responsibilities• Officers

– Day-to-day activities of the busines• Directors

– Important matters that have considerable effect on the corp

• Shareholders (owners)– Have final say on any serious issue

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The Basics

Shareholder basics• Shareholders’ agreement lays out rules for

everyday management of corp• With 2 equal shareholders, if basic

disagreement over an issue & deadlock:– Assets sold & business wound up; or– One party buys the other out

• Either get more partners or break 50/50 balance in the shares

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The Basics

Share Basics• Capital flows into business in two ways:

– Investment in shares (equity capital)– Lending to the business (shareholder loans, bonds,

debentures)• Can be repaid anytime, tax-free• Is repaid before shareholders, if corp runs into financial

difficulty

• No advantage in financing corp thru shares alone

• Not all authorized shares need to be issued

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The Basics

Share Basics• Shares are issued to shareholders at

directors’ meetings• If 2 shareholders, only really need 2

shares• Don’t need a separate share certificate for

each share: certificates state # of shares

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The Basics

Share Basics• When adding a partner, two best ways to

transfer shares:– Issue X/N additional shares to existing N

partners & transfer N x X/N shares to new partner

• Existing partners taxed if share price higher than original value

– Issue additional shares directly from treasury at agreed upon price

• No capital gains tax, since money flows into corp’s capital account rather than to partners.

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Incorporation Procedure• Everyone incorporating a corp should purchase latest

edition of the Ontario Business Corporations Act [Queen’s Printer]

• Business Names Act:– No corp shall carry on business or identify itself to the public

under a name other than its corporate name unless the name is registered by that corporation

– Registration valid for 5 years; must renew– All contracts, invoices, negotiable instruments, and orders

involving goods or services issued or made by the corp must set out both the registered name and its corporate name

– All directors & officers who acquiesced in offence of corp failing to comply are liable to a fine of up to $2,000

– Corporation is liable for up to $25,000

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Post-Incorporation Procedures• Purchase:

– Minute book– Seal– Share certificates

• Ontario Business Corporations Act (OBCA) requires that certain corp records be kept at its registered office (or at such other place in Ontario designated by the directors:

– Copy of Articles of Incorporation– By-laws– Unanimous shareholders’ agreements known to directors– All minutes & resolutions of directors & shareholders– Register of security holders, alphabeticaly indexed in appropriate categories as

to shareholders and holders of debt obligations and warrants, together with the particulars of each

– Register of directors, including names and residence addresses of all current and former directors, with dates of election and ceasing to be directors

– Adequate accounting records– Register of share transfersArticles, resolutions, and minutes can be kept in one book.Can be stored in bound, loose-leaf book, by means of mechanical, electronic, or

other devices.

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Post-Incorporation Procedures

Organizing the Corporation• By-laws & resolutions govern internal affairs• Resolutions are the acts of the shareholders or directors

governing the course of the business of the corp– E.g. you pass a resolution to elect a new director

• OBCA provides for the passage of by-laws & resolutions either at meetings of shareholders or directors, or by written consent of all the shareholders or directors (as the case may be)

• Ordinary resolutions are submitted to shareholder meeting & passed by majority of the votes cast.

• Special resolutions are submitted to special shareholder meeting (for the purpose of considering the resolution(s)) & passed by 2/3 of votes cast (or consented by each shareholder in writing)

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Post-Incorporation ProceduresOrganizing the Corporation• Unless otherwise provided by the Articles, the by-laws, or a unanimous

shareholders’ agreement:– Directors may either with a quorum at a meeting, or unanimously in writing by

resolution, enact a by-law that regulates the business or affairs of the corp & they shall submit the by-law to the shareholders at the next meeting for confirmation (or obtain written shareholder consent)

• A general by-law can be passed and become effective immediately & continues in effect when confirmed by the shareholders

• A resolution must be confirmed by shareholders before it can become effective

• A by-law that is rejected by shareholders ceases to be effective on the rejection date.

• Resolutions are valid from date passed by directors & shareholders until revoked or changed by director resolutions that are either immediately or eventually confirmed by shareholders at the annual general meeting.

• General by-law is adopted by having all the shareholders and directors place their signatures at the end on the last page & by setting out the date on which all of the shareholders & directors consented to its adoption.

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Banking Arrangements• Unless provided otherwise the Articles are deemed to state that the

directors may without shareholder authorization:– borrow money on the credit of the corp– issue, reissue, sell, or pledge debt obligations of the corp– In some circumstances guarantee on behalf of the corp to secure

performance of an obligation of another person– Mortgage or otherwise create a security interest in any of the

corporation’s property to secure any obligation of the corp• The bank may require the corp to pass a borrowing by-law, or

execute a borrowing certificate• Setup a chequing account with a bank:

– Typical signing authority is the president & secretary (two signatures required)

• Setup a “petty cash” account with wider signing authority for amounts up to $50 or $100.

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Directors’ Resolutions• After passing the by-law, the directors should

pass resolutions to accomplish:– (a) Appoint officers

• Directors may:– Designate the officers– Appoint officers– Specify their duties– Delegate powers to them

• A person may hold 1, 2, or more offices• In 1-person corps, the sole director may be responsible for

both offices, functioning as both president & secretary

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Directors’ Resolutions (cont’d)– (b) Approve the share certificates

• Attach 1 blank share certificate to the minutes of directors, or resolutions of directors, to establish the form of the corp’s share certificates.

– (c) Authorize the issuance of shares pursuant to written subscriptions received from the proposed shareholders.

– (d) Adopt the corporate seal• Although not mandatory, you may still find occasion to affix it

to various documents & contracts– (e) Set fiscal year

• A corporation is not restricted to a calendar year• 1st financial year end must be within 53 weeks of

incorporation [WISE <= June 14, 2004]

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Directors’ Resolutions (cont’d)– (f) Appoint a banker and pass a resolution

respecting signing officers and signing authority on the bank account.

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Shareholders’ Resolutions• OBCA directs that auditors must be appointed by the shareholders

of the corp.– Appointed to inspect or audit the books to protect the shareholders’

interest– Responsible for matching cheques, bills, and receipts with entries in the

corp’s books to ensure that everything is done honestly.– Not your day-to-day bookkeeper or accountant– Audit unnecessary if corp doesn’t offer its securities to the public & all

shareholders consent in writing to exempt the corp from the auditing provisions.

• This consent must be given every year (usually at AGM or in resolutions passed in lieu of the meeting).

– Most companies hire an accountant to give advice on the day-to-day running of the business, but these people need not be appointed in the directors’ minutes or approved by the shareholders.

– See an accountant to ensure that proper records are kept & to complete tax and other returns.

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Shareholders’ Resolutions• In the model by-law states that directors

are elected & removed at the AGM– If this isn’t done, it can be done at any time at

a “special meeting of shareholders” called for that purpose.

– Rarely are these meetings actually held, but you should always take care & prepare the proper resolution to be signed by the shareholders.

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Completion of Various Registers• Following the issue or transfer of any shares, the

appropriate registers should be completed to provide a visual summary of the operation.

• 4 registers + ledger:– Shareholders’ Register– Shareholders’ Ledger– Stock Transfer Register– Directors’ Register– Officers’ Register

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Initial Notice & Notice of Change• Initial Notice

– Within 60 days of incorporation [<= Aug.6/03] you must file an “Initial Notice – Form 1” (with accompanying Schedule A) which functions like an annual return in that all the pertinent information concerning the corp is disclosed on it.

– If address of registered office becomes out-dated, you’re required to file an amended notice within 15 days of the change

• A corp may file a notice of any other change or correction of the info contained in the Return by filing a Notice of Change.

• There is no fee for either of these• If you have a change in directors at your AGM, you may

file a Notice of Change showing the new names & addresses

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Complying with Government Regulations

• Who could examine your books?– Workplace Safety & Insurance Board– CCRA – Taxation (for payroll auditing)– CCRA – Customs & Excise (for GST)– Ontario Corporations Tax Branch

• Must keep your books & records orderly with supporting documents– Sales purchase invoices– Contracts– Bank statements– Cancelled cheques– Keep detailed info identifying the material and fiscal

period covered by such books.

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Lifetime of Records• Some records must be kept indefinitely:

– Minute book– Share records– General & private ledger sheets– Special contracts & agreements– General journal if it is essential to the understanding of the

general ledger entries.• Other records must be kept until a tax audit or payroll

audit has been competed or until 4 elapsed years following the taxation year covered (and at that time, permission to destroy the records may be given)– Q: Who gives the permission?

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• Federal Requirements & Regulations– GST– Excise Tax– Customs duties– Federal Income Tax– Employment Insurance premiums– CPP

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• Provincial Government– Ontario Corporations Tax & Annual Returns

• You must complete a CT23 Return unless exempt (check “Guide to CT23 Corporations Tax & Annual Return” [Ministry of Finance

• Must be filed <= 6 months after end of corporation’s taxation year. [WISE hasn’t yet stated fiscal yearend: 1st one must be <= June 7/04; I propose May 30th/04. CT23 due Nov.30th/04].

– Licensing– Sales tax– Power to hold land– The Workplace Safety & Insurance Board

• Upon incorporating, you become an “executive officer” who is exempt by choice and an employee of the company.

• Contact the Board to find out whether or not the Workplace Safety and Insurance Act applies to your particular industry and situation.

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• Municipal– Licensing– Municipal taxes– Building requirements

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• Miscellaneous– Packaging & Labeling for any food or non-

food product.– Patents, Copyright, Trademark, Industrial

Designs• Find a patent & trademark lawyer• 1st write to nearest Industry Canada office for

pamphlets

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Tax Advantages

• Basic combined federal & Ontario corporate income tax rate ~= 44%

• Rate on income from manufacturing ~= 35%

• For small business:– Combined rate for 1st $200K of net income

from active business carried out in Canada is 21%

– Above $200K Ontario tax rate increases– At $500K the benefit of small business rate is

eliminated

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Tax Advantages

• In 2005:– $200K Ontario limit increases to $400K– Total elimination of benefit at $1M

• One way to keep corporate income below $200K is to pay bonuses annually– deductible to corp; included in personal

income– Must pass a directors’ resolution

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Tax Advantages

What is a small business?• Canadian-controlled private corporation• Only have income from an active business

carried on in Canada• Corporations that are associated with the

corp in question must share the benefit of the small business tax rate

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Tax Advantages

What is “Active” business?• Anything except:

– Personal services business• Usually has income from one main source and less

than 5 employees– Investment business

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Tax AdvantagesSome Additional Notes• Can employ members of your family, but the

payment they receive must reasonably reflect market value of services provided

• You can work out any combination of salaries & corporate income that keeps your tax bill to a minimum

• After paying the initial corporate tax, you can choose to:– Leave funds in the corp– Pay out dividends

• Special attribution rules exist w.r.t. family members• Dividends don’t count as “earned income” for RRSP

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Tax Issues

• Ontario employer health tax• Other payroll deductions• Expense deductions:

– Can claim more liberal travel & entertainment expenses

– Can increase expense allowances:• E.g. life insurance, country club & similar dues paid

by corp on your behalf• Not tax deductible by corp; not included in

personal income tax (but corp pays lower tax rate)

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SharesIssuing & Canceling• Distinguish (in your mind) between the initial issues out of treasury

(i.e. from the unissued “pool”) and simply transfers from one person to another (where no new shares are issued).

• General points:– (a) for ave small, private corp, a relatively few share certificates are

needed, since normally only a few shareholders; each certificate can represent total # of shares held

– (b) share certificate should, whenever possible, remain with the minute book because if they are sent to individual shareholders some will likely get lost in the mail, etc. & you’ll need to replace the lost certificates.

– (c) certificates have to be issued under the seal of the corp & signed by two officers.

– (d) number them consecutively– (e) (remaining info pp.78-80)– (f) to cancel a certificate, simply write “cancelled” across the face of the

certificate & staple it shut on top of the tab or stub of the ceritificate.– (g) You must be sure to follow article 8 of your Articles of Incorporation

which will specify restrictions on the issuing or transferring of shares.

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Shares• Subsequent issues of shares are typically done to bring in a new partner for either financial

reasons or because s/he is, or will be, a major factor in running the business.• Shares issued to a new “partner” serve to psychologically “lock in” the partner into the business

and allow him/her to share in the increase in value of the business• If reason for new partner is to gain mgmt expertise, etc., the major consideration will revolve

around who is to control the corp and have the deciding vote on major issues.– Deadlock between partners may result in either the business being wound up or someone buying out

someone else• Discuss these potential problem areas before someone is brought in and have an understanding

about how the situation will be handled if and when problems develop.• You may have a need for a shareholders’ agreement to protect the interest of minority

shareholders.– Refer preparation of a shareholders’ agreement to a lawyer, since there are many complex matter which, if

not foreseen and dealt with early in the life of the corp, may prove unsolvable in later years.• New shares out of treasury can only be issued by a resolution of the board of directors.

– It decides how many shares to issue & the worth for which the shares are to be issued.• If shares are not issued for money but for assets or past service, the board of directors must

specify in its resolution the value of such assets or the value of such past services to the corporation.

• By issuing shares for a value greater than their true value, the average value of every issued share increases.

– Considerable care should be taken by the board in determining the value for which shares will be issued.

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SharesShare Transfers• You must follow the requirements set out in

Article 8 of you Articles of Incorporation when transferring shares from one person to another

• Physically write “cancelled” diagonally across the face of the old certificate, complete the transfer form on the back, then fold & staple it to the stub so that the face of it is not conspicuous. This serves to clearly indicate that the certificate is cancelled and not missing.

• Complete a NEW certificate in the same manner as the old one, taking care to insert the NEW owner’s name & NEW certificate number.

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Transferring Assets in a New Corporation

• (skipped)• Reference: Chapter 7.

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Do You Need a Shareholders’ Agreement?

• Reference: Ch.8• An agreement entered into by some, and generally all, of the

shareholders to establish the course of future conduct in a variety of areas, including:– (a) the right of a shareholder to nominate a director– (b) appointment of officers of the corporation– (c) the right of shareholders to compete, or the obligation not to

compete, with the corporation– (d) the pro rata right of shareholders to participate in future offerings of

the corp.– (e) restrictions or prohibitions on share transfers– (f) the right or obligation of shareholders or the corp to purchase a

shareholder’s shares upon occurrence of an event (e.g. irreconcilable differences of opinion or the death or permanent disability of a shareholder) together with a formula for valuation of the shares to be purchased, and the mechanism for purchase

– (g) mechanics for the resolution of disputes• The most common are (a), (d), and (e)• Keep it simple

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Running Your Corporation Smoothly

• Annual General Meeting– All corps are required to hold 1st AGM <= 18 months

after date of incorporation [Dec.7/04]– Subsequent AGMs must be held <= 15 after

preceding AGM & <= 6 months of corp’s taxation year-end

– Notice of AGM is normally required to be served not less than 10 & not more than 50 days before the meeting (as required by the Act).

• Formal notice provisions are not required as the shareholders can be notified orally in a private corp & may waive the notice informally by appearing at the meeting or formally by entering the waiver in the meeting minutes.

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• AGM Common agenda items:(for small, private corp)

– A financial statement for the period from incorporation or from last AGM to a date not more than 6 months before the present meeting is to be laid before the shareholders at the meeting.

• A balance sheet• A statement of retained earnings• An income statement• A statement of changes in financial position• If corp has appointed an auditor, an auditor’s report must also be given

– By-laws & resolutions passed by the directors in the previous year are ratified– Appointment of directors– If shareholders do not waive it, the appointment of auditors– Why hold a meeting?

• AGM also provides an opportunity to go over the business & allow those shareholders who perhaps don’t take an active part in the business to make their contribution (or complaints)

– If you decide not to formally hold an AGM, you may have all the shareholders consent in writing to all the resolutions that could or would normally be passed at a formal AGM.

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Shareholder Rights• A minority shareholder who is being oppressed by the majority has

the right to take legal action to wind up the corporation• A (generally minority) shareholder can bring an action on behalf of

the corp when the corp is being damaged & the directors and officers have not started legal proceedings to protect it.

• Rights of dissenting shareholders– Allows a (minority) shareholder to demand that the corp purchase

his/her shares at fair market value under certain conditions of dissent when directors and/or majority shareholders propose major changes that materially affect the nature of the minority shareholder’s investment

• Right to requisition a meeting– The holders of >= 5% of the issued shares that carry the right to vote at

a shareholders’ meeting may requisition the directors to call a meeting. (Purpose of the meeting must be stated in the requisition.)

– The corp must reimburse the person for expenses as long as s/he acted in good faith in the interests of the shareholders.

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Shareholders’ Liabilities• When the corp’s stated capital is reduced, each person who was a

shareholder on the date of the reduction is individually liable to the corp’s creditors for the amount of money paid to them as a result of the reduction.

• To the extent that a unanimous shareholders’ agreement restricts the powers of the directors to supervise the mgmt of the business, the directors are relieved of that liability & each shareholder assumes that liability.

• If the corp is dissolved & its property distributed to the shareholders, each shareholder is liable to a claimant of the corp to the extent of the amount received.

• It is common for banks & other lending institutions to obtain a personal guarantee from the directors or shareholders of the corp before they will lend money to the corp.– If you personally guarantee a loan to your corp, you are liable as

guarantor for the repayment of the loan to the lender.

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Directors’ Rights & Duties• All private, closely held corps require a minimum of 1 director

– (Public, distributing corps require >= 3)• Corp may amend its Articles to increase or decrease the fixed # of directors or min

and max # of directors.• When the Articles provide for a min & max # of directors, the # to be elected is

decided from time to time by a special resolution.– The corp must file a copy of the special resolution with the Companies Branch within 15

days after it’s passed– A properly completed Notice of Change must also be filed.

• A majority of directors must be resident in Canada• All directors must be of sound mind & 18 years of age or older.• In order to conduct business at a meeting of directors, a majority of those present

must be resident Canadians– A director can be considered present is s/he communicates with the other directors via

phone.• You may avoid meetings by having resolutions drawn up & circulated to all of the

directors for their signatures.• Directors are responsible for conducting the business affairs of the corp

– They & their officers are required to act honestly & to exercise the skill & care of a reasonably prudent person in carrying out their duties

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Directors’ Rights & Duties• Some of the other duties imposed upon directors by the OBCA:

– (a) Duty of Disclosure• To prevent directors from making a personal profit to the detriment of the corp

– (b) Duty to Keep Informed• Directors are liable to creditors and, in certain circumstances, to the corp if they

authorize:– Financial assistance to a shareholder, director, officer, or employee– The purchase, redemption, or acquisition of its shares– The payment of a commission– The payment of a dividend

• And by reason of these expenditures the corp is unable to meet its debts as they become due.

• Every director and officer must act honestly & in good faith in the best interests of the corp & exercise the care & diligence of a reasonably prudent person in comparable circumstances.

• A director may avoid liability for a resolution if his/her dissent is recorded in the minutes of the meeting in which the resolution was passed.

– If s/he was not present, s/he can file dissent within 7 days of becoming aware of the resolution (can send by registered mail)

• Directors who are not actively involved in the day-to-day operation of the corp should carefuly read a financial statement & keep in touch with the corp’s accountant

• All incumbent directors are entitled to see financial statements & corporate records at any reasonable time.

• Retired directors can look at financial records for the period in which they held office.

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Directors’ Rights & Duties– (c) Liability for Wages

• Directors are jointly & severally liable for unpaid wages

– Max amount = 6 month’s wages, & vacation pay accruing for up to 12 months

• A director must be sued for the debt within 6 months after collection proceedings against with corp proved ineffective

– The Ontario Ministry of Labor is very efficient at helping employees quickly process wage claims

– So, don’t take this liability lightly

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Directors’ Indemnification• Directors are entitled to benefit from liability

insurance taken out on their behalf by the corp.• Money may be used to indemnify directors &

officers from liability for costs, charges, and expenses sustained in a lawsuit against the director, or the corp, for acts done or permitted by him/her in the execution of the duties of the office.

• For most small, new corps, the premiums may be too high

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Appointment & Removal of Directors• All directors may be appointed by either signing the Articles of

Incorporation as 1st directors or by being elected by the shareholders in an AGM in accordance with the by-laws of the corp.

• Directors may hold office for a term expiring not later than the 3rd AGM after they were elected.

• The length of term may be specified in the by-laws• A director may be re-elected for another term (at the end of the

current term)• Shareholders may vote a director out of office at any time by calling

a special meeting for the removal of the director & passing an ordinary resolution for the removal of the director.

• Whenever there’s a change in the people who are directors, a Notice of Change must be filed indicating the names & addresses of those who are now directors & the name & addresses of those who left the position.

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Removal of Officers• Officers of the corporation may be dismissed at

any time by an ordinary resolution of the directors at a directors’ meeting

• A dismissal by the directors, however, does not prevent an officer from relying on a contract of employment with the corp & either being paid a sum in settlement for wrongful dismissal, if such is the case, or suing the corp for breach of contract.

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