Should You Incorporate Your Contracting Business in Canada?
At some point after starting your contracting business, you'll probably start wondering whether you should be taking steps to incorporate. Whether this is the right move for you will depend on the size of your enterprise, the amount of income you're taking in annually and whether you have personal assets you need to protect.
you're already self-employed, since you work for yourself; What's the difference if you decide to formally incorporate your contracting business in Canada?
Self-Employment
Whether you're a lone wolf or have a business partner and choose to stay as you are, you (or both of you as the case may be) are personally responsible for any debt incurred on behalf of the business.
You also have to pay taxes personally on all of the business income you're taking in. As far as the Canada Revenue Agency (CRA) is concerned, you and your business are one and the same for tax purposes. However, you can deduct your business expenses from what you make.
Incorporation
When you make a choice to incorporate, you create a separate entity before the law and CRA. It is separate from you and anyone who owns shares in the corporation. Once you incorporate, legal liability is transferred to the corporation. As a result, your personal assets are protected, as well as those of any shareholders, if any legal action is ever taken against the corporation.
After incorporation, you'll become an employee of the company. you'll receive a salary and no longer be self-employed. The corporation is responsible for paying the employer?s share of the withholding taxes.
Where Will your Corporation Operate?
Once you make the choice to incorporate your business, you have to decide where you're going to carry on business. Determining the jurisdiction is important, since you need to decide whether you want to incorporate in one of the 13 provinces or territories, or federally.
? If you're living close to a provincial or territorial border, is it likely that you'll be conducting your business in more than one province or territory?
? Will your company name be used in more than one province or territory? Do you need federal name protection for your business?
? Does your company have an unusual name that requires protection under federal incorporation?
Federal versus Provincial Jurisdiction
Federally incorporated companies are formed under the auspices of the Canada Business Corporations Act. They can carry on business anywhere in Canada.
Corporations incorporated under provincial jurisdiction are done pursuant to each province?s applicable law. The specific provisions can vary, depending on the jurisdiction. A corporation created in this manner can only carry on business in the province or territory where it was incorporated. For example, a corporation incorporated under Ontario law can only carry on business in Ontario.
If you decide to incorporate under provincial or territorial law, you have to register an address within the province or territory of registration. Your best bet is to choose the address where you currently reside.
Extra-provincial Registration
Provincially registered corporations that wish to conduct business in a province or territory other than the one of initial registration must go through the process of registering the corporate name in each additional province or territory. If another company already has the exact name or a similar one registered, it's possible the corporation?s name could be denied even though it is being legitimately used in other parts of the country.
To avoid the possibility of this situation arising, you can incorporate the company federally from the outset. It will provide protection for the company name nationally, with the exception of Quebec. Once a corporation has registered a name, no other company can use it.
Choosing Directors and Officers
Before giving any instructions to your lawyer, you have to decide who will be the directors of the company. Depending on the jurisdiction where you decide to incorporate, you may be required to appoint a certain percentage of Canadians as officers.
Cost of Incorporating your Business
It will cost more to incorporate your business federally, since you may be required to pay both federal and provincial filing fees. Exceptions are made for businesses located in Ontario and Prince Edward Island, which do not require separate provincial filing fees for federally incorporated businesses.
You must also take the cost of legal fees into account, the preparation of a minute book and a corporate seal, as well as other costs of incorporating your business.
Before making any final decisions about whether to incorporate your contracting business in Canada, it's wise to consult with an experienced attorney who can advise you about the process and the benefits.