Incorporating a company is an exciting time, but it also means there are a lot of decisions to make.
One major decision is choosing the address for your new business.
Many people don’t have a separate address for their new business, so they use their personal address. This option is acceptable; however, it’s important to understand that the address of a Federal corporation is public information, which some people may not feel comfortable with. If you are someone who would rather keep your personal information private, then read this article to learn more.
What can I do if I don’t have an address for my new business?
If you are preparing to incorporate your new business, but don’t have a separate location from your personal address lined up, there are other options.
Many companies offer “Virtual Address” or “Digital Mailbox” rentals. The services of each company/subscription plan vary. Still, typically, these services give you the ability to have a separate address for your business and have any mail that is sent to that address scanned and forwarded to you. Some companies offer more services than others, so finding a rental option that suits your needs is important. This is a great option for new businesses that work out of their home, as it provides a professional look to potential clients or customers and keeps your home separate from your business.
There is now an even easier option: If you incorporate your new company with Tobuso, you can easily rent a virtual address in Ontario, British Columbia, or Alberta at the same time.
One important thing to note is that when you incorporate a federal corporation in Canada, you must “extra-provincially register” the corporation in at least one province or territory. In that one province or territory, you must have an address, which will be treated as your corporation’s registered head office address. So, if your business is based in Ontario, you must register in Ontario and have an extra-provincial address in Ontario.
(You can also register as an extra-provincial corporation in additional provinces and territories. To read more about extra-provincial registration, you can check out another one of our articles here.)
If I’m a Director of a company, is my personal address public?
Corporations Canada is required to know information about the directors of a corporation, and they are required to make that information available to the public. This is so that people can understand who is responsible for a company.
When you incorporate federally, the names and addresses of all directors are publicly available. That being said, Corporations Canada will accept either a residential address OR a different address for service that is not a residential address. An address for service is an address where legal documents can be accepted by the director or someone on the director’s behalf. So, similar to the registered office address, a director can rent a virtual office or digital mailbox to use as an alternate address to their home address.
If I’m an Officer of a federal company, is my personal information public?
No, not through Corporations Canada. Corporations Canada does not keep officer information on file; therefore, unless you are also a director, your information will not be available to the public via Corporations Canada. The corporation is required, however, to keep an internal record of the officers of the company—called an Officer’s Register—and this must be kept up to date. Feel free to contact us if you need help keeping your corporation’s officer records up to date.
If I’m a Shareholder of a federal company, is my personal information public?
It depends. Yes, in some cases and no in others. Read below for the full answer.
Federal corporations are now required to keep a “Register of Individuals with Significant Control”, sometimes referred to as a Transparency Register. The Transparency Register is kept only in the corporation’s Minute Book and is not made public (except that some authorities can demand to see it). Still, since January 2024, federal corporations need to submit some information from the Transparency Register to Corporations Canada annually (and within 15 days of any changes occurring).
(Note: The requirement to have a Transparency Register is not only for federal corporations—it also exists for companies formed under the laws of every province in Canada except for Alberta and the three territories. The current difference between provincial corporations and federal corporations is that federal corporations now need to submit some of that information to the corporate registry. In contrast, provincial corporations do not currently need to file any of that information to their respective corporate registries. That could, of course, change in the future… especially since Corporations Canada tends to lead the way in modernizing corporate law, and some of the provinces tend to slowly harmonize with them over time.)
The Transparency Register lists all of the individuals (i.e. real human beings) that own or control 25% or more of the company.
Here is an example that helps to explain how the Transparency Register works: A company is owned by the following three persons:
- 10% by Human Being A,
- 30% by Human Being B, and
- 60% by Investments Corporation C.
And Investments Corporation C is owned by Holdings Corporation D, and Holdings Corporation D is owned 50/50 by Human Being E and Human Being F.
The Transparency Register would not contain information about Human Being A because Human Being A only owns or controls 10%. However, the Transparency Register would contain information about Human Beings B, E, and F since each owns or controls, directly or indirectly, 25% or more of the company.
So, the answer to the above question is yes, your role as a shareholder (and some information about you) will be public if you are an individual who owns or controls, directly or indirectly, 25% or more of a company incorporated under the Canada Business Corporations Act.
If you prefer to keep your address private as a shareholder, you can rent a virtual address specifically for that purpose. You can now easily obtain a virtual address in Ontario, British Columbia, or Alberta when incorporating or maintaining your company with tobuso.ca.
Avoid using a PO box
A PO box is not considered a physical address, so it does not work as a Registered Office Address or an address for a director.
We hope this article gave you a better understanding of this topic and some guidance on how to keep your personal information private. This is not always possible, as rules vary from one jurisdiction to another, so it’s important to understand what is required in the jurisdiction you plan to incorporate.
If you’re ready to get started, Tobuso offers a robust platform for incorporating your company and managing and sharing your corporate records going forward.
Have a company already? You can upload your Minute Book onto the platform for easier organization and sharing. Sign up for free today! Or contact us to discuss how we can help you.
