Corporations in Canada can be formed under federal Canadian laws or provincial or territorial laws.
So, what do you do if you can’t remember what law your corporation was formed under?
Here are 6 ways of figuring out where your corporation was formed (in order of best to worst):
1. tobuso.ca
If your company is already set up on the tobuso.ca platform, it’s easy! Just log into your account at tobuso.ca. Your homepage will show your company and where it was incorporated.
If you want more details, then you can go to the company’s dashboard and check out its Minute Book. You will find more information in the Corporate Summary Sheet and Incorporation Documents tab.
2. Paper Minute Book
If you have a paper Minute Book for your company, then look at the first few pages in the Minute Book. Often there will be a page (or pages) at the beginning that summarizes all of the key information about the company (we call this the “corporate summary sheet”); the corporate summary sheet should say what law the company was incorporated under.
If your Minute Book does not contain a corporate summary sheet, then look for the Articles of Incorporation, which should be close to the front of the Minute Book. If there are no Articles of Incorporation, look to see if there is a similar type of document, such as Letters of Patent, Articles of Association, Articles of Amendment, Articles of Continuance, etc.; all of those documents should tell you where the company was incorporated.
3. Incorporation Documents
If you do not have a Minute Book for your company, try to find the original documents you received when you incorporated your company. We refer to these as “incorporation documents”.
Incorporation documents usually include things like your:
- certificate of incorporation;
- articles of incorporation;
- a company key or password; and
- a summary containing your business numbers.
In British Columbia, the incorporation documents include a Notice of Articles and the Incorporation Application.
If you incorporated your company in the past few years, then there is a good chance that you would have received the incorporation documents via email. If you can remember the date you incorporated the company, you can search your email to see if you received the documents on or around that date.
4. Registry Search
If you cannot find any records of your own, then you can search for the public registry to see where your company is registered.
The tricky thing about the public registries is that they are jurisdiction-specific (i.e. there is not one database of all corporations in Canada), and you have to pay a fee to search some registries.
The best approach to take is as follows:
First, search Corporations Canada’s database. The search is free. If your company appears in the search, you will know it is incorporated under federal Canadian laws. If your company does not appear in the search, you likely incorporated under the provincial laws of where your corporation is based.
Second, you can do a broader registry search using this cool beta tool called Canada’s Business Registries. It is also free. You should be able to find your corporation using that search, and the search results should indicate where your corporation is incorporated.
5. Accountants, Lawyers, and Bankers
If, for some reason, you are not able to find your corporation using any of the methods listed above, then you will need to regroup.
In a situation such as this, it would be best to contact any professionals you have worked with in the past, such as accountants and lawyers, since they might have the information you are looking for. You can also speak with your banker since banks need to collect company documents when your accounts are opened.
It might be that your business is not actually incorporated. For example, it’s possible that your business is a sole proprietorship or a partnership… in which case you will not find those entities using any of the searches described above. Sole proprietorships and partnerships are usually registered in one way or another, such as a business name registration in Ontario.
6. Canada Revenue Agency
As a final resort, you could contact the Canada Revenue Agency (CRA). The CRA will have details about your company and where it was formed.
We hope that this article is helpful to you. If you want to keep your corporate records organized so that you don’t have to struggle with this question next time, just add your company to the platform at tobuso.ca. It’s free to start, and we make it easy for you so that you have one less thing to worry about.
