How to Incorporate a Business in British Columbia

A corporation is a legal person separate from you. That separation is the whole point, and it drives every practical benefit.

• Limited liability. The company, not you personally, owes the debts and carries the contracts. If the business is sued or cannot pay its creditors, your personal assets are generally protected, provided you have not personally guaranteed the debt and have kept company and personal affairs distinct. This is the single biggest reason owners incorporate.
• Separating personal and business assets. A corporation holds its own bank accounts, property, and equipment. Clean separation makes bookkeeping, audits, and any future sale of the business far simpler than untangling commingled personal accounts.
• Tax treatment. BC small businesses that qualify for the small business deduction pay a lower combined corporate tax rate on active business income than the top personal rates. That lets you retain earnings inside the company and defer personal tax until you draw the money out. Whether this helps depends on your income and how much you reinvest, so confirm the numbers with your accountant.
• Credibility with lenders and clients. Banks, commercial landlords, and larger clients often prefer to deal with an incorporated company. Incorporation signals permanence and makes financing and contracts easier to secure.
• Continuity. A corporation does not die when an owner does. Shares can be transferred or inherited, and the business continues, which matters for succession planning and for building something you can eventually sell.

The right structure depends on liability exposure, how many owners there are, and your tax picture. Here is a direct comparison for the sole proprietorship vs incorporation BC question that most owners are weighing.

A sole proprietorship is the least expensive and simplest way to start, and for low-risk work with modest income it is often the sensible first step. The catch is liability. There is no legal wall between you and the business, so a claim against the business is a claim against your house and savings. A partnership carries the same exposure, multiplied across partners who can each bind the others.

A corporation costs more to set up and carries real annual obligations, but it gives you the liability wall, better tax planning room once profits grow, and a vehicle for bringing in co-owners or investors. Many people start as a sole proprietor and incorporate once income or risk rises. There is no single right answer, only the one that fits your situation.

Gather these before you start the filing. Having them ready is what turns incorporation into a same-week task instead of a stalled one.

• An approved company name, or a numbered company. You either reserve a name through a Name Approval Request or skip naming entirely and take a numbered company, where BC Registries assigns a number and the legal name becomes something like 1234567 B.C. Ltd.
• A registered and records office in BC. Both must be physical addresses in British Columbia. The registered office is where legal documents are served. The records office is where the company keeps its records. They can be the same address, and many companies use their lawyer's or accountant's office.
• At least one director. A director must be at least 18, must consent in writing to act, and cannot be an undischarged bankrupt or someone a court has found incapable of managing their affairs. Directors do not have to live in BC or Canada.
• A share structure. You decide the classes of shares, what rights attach to each, and who holds them. This is the decision worth the most care, covered again below.
• An incorporation agreement. Every incorporator signs it, agreeing to take at least one share. It records each person's full name, the date signed, and the number and class of shares each takes. It becomes a permanent company record.

The process runs through BC Registries and follows a set order. Here is the walkthrough.

1. Submit a Name Approval Request. File through BC Registries and propose your name in order of preference. The name is examined against existing names to avoid confusion. If approved, it is reserved and held for 56 days, which is your window to complete the incorporation. Skip this step only if you are forming a numbered company. 2. Prepare the incorporation agreement and articles. The incorporation agreement is signed by each incorporator. The articles are the company's internal rulebook, covering how directors are appointed, how shares are issued and transferred, and how meetings run. Many people adopt a standard set of articles, but the share provisions inside them are where tailoring matters most. 3. File the incorporation application through BC Registries Online. You enter the company name or numbered-company request, the registered and records office addresses, the director information, and the share structure and complete the incorporation application. You confirm that the incorporation agreement and articles have been signed and are held at the records office. 4. Receive the certificate of incorporation. Once the filing is processed, BC Registries issues a certificate of incorporation along with a certified incorporation application. From that moment the company legally exists and can open bank accounts, sign contracts, and carry on business. 5. Set up the minute book and central securities register. After incorporation you assemble the company's records: the signed incorporation agreement and articles, director and officer registers, share certificates, and the central securities register that lists every shareholder and their holdings. These live in the corporate minute book, which the company is legally required to keep and maintain at its records office. Setting it up correctly at the start saves painful reconstruction later, especially at sale or financing.

Self-filing is possible for straightforward cases. The steps that most often go wrong without guidance are the share structure in step two and the records in step five, because neither produces an obvious error at filing time. The problem only surfaces later.

There are two separate cost buckets, and it helps to keep them apart in your head.

The first is government filing fees paid to BC Registries. These are fixed and set by the province. A Name Approval Request carries a name request fee, and the incorporation application itself carries a separate filing fee. Rush processing is available for an added fee if you need the name examined faster. These are the same for everyone and are not where a lawyer marks anything up. Confirm the current figures with BC Registries or with your lawyer, since government fees change.

The second bucket is legal fees, if you choose to use a lawyer. This covers the work the government fee does not: designing the share structure for your situation, preparing tailored articles, handling the filing correctly, and assembling a complete minute book and central securities register from the start. A numbered company with a simple structure sits at the lower end. Multiple owners, multiple share classes, or income-splitting plans sit higher because there is more to design and document.

Alpine has decided to publish its incorporation pricing so you can see it before you commit. Here is what we charge.

[PRICING TO BE INSERTED FROM ALPINE UPDATED LIST]

Because we handle incorporations province-wide and digitally, our pricing does not change based on where in BC you are.

Most of the incorporation problems that land on our desk are not filing errors. They are structural decisions that seemed fine at incorporation and became expensive once the business grew.

• A share structure that blocks bringing in a partner. Owners often incorporate with a single class of common shares held entirely by themselves. When a partner or investor later wants in, or when the owner wants to split income with a spouse, that single-class structure gets in the way and has to be reorganized. A reorganization can trigger tax and legal cost that a well-designed structure at the start would have avoided.
• No shareholder agreement between multiple owners. Two or more people incorporate together on a handshake and never document what happens if one wants out, one dies, or the two disagree. When the relationship strains, there is no agreed mechanism, and the dispute gets costly. A shareholder agreement set up early defines buyouts, decision-making, and exits while everyone is still on good terms.
• Minute books never maintained. The company is incorporated, then the minute book is never updated. Annual resolutions are skipped, share transfers go unrecorded, and the central securities register drifts out of date. This surfaces at the worst moment, during due diligence for a sale or financing, when a buyer's lawyer asks for records that do not exist. Reconstructing years of missing records costs far more than keeping them current.

No, not always, and it would be dishonest to say otherwise. If you are a single owner forming a numbered company with a simple, standard share structure and you are comfortable with paperwork, self-filing through BC Registries is entirely doable. Plenty of straightforward businesses start this way and are fine.

Where self-filing tends to cost more later is anywhere the structure is not simple. If you have more than one owner, if you want to split income with family members, if you expect to bring in investors, or if you are unsure what share classes you actually need, the decisions you make at incorporation are hard and expensive to reverse. That is the situation where a lawyer earns the fee, by getting the structure and the records right the first time so you are not paying to reorganize a company that was set up wrong. The honest test is this. If the structure is simple and you understand it, self-filing is fine. If it is not, or you are not sure, the guidance pays for itself.

We handle incorporations for business owners across British Columbia, and it is all done digitally. You do not need to come into an office or live near Chilliwack. Everything runs remotely.

We start by understanding your situation, who the owners are, what you are building, and how you plan to take money out or bring people in. From there our lawyers design a share structure that fits, prepare the incorporation agreement and tailored articles, file through BC Registries, and set up a complete minute book and central securities register so your records are right from day one. Documents are signed digitally, so there is no printing, mailing, or in-person appointment. You review and sign from wherever you are.

Our pricing is published, so you know the cost before you engage us rather than after. If your situation is simple, we will tell you. If it has complications worth addressing now, we will explain why. You can see the whole business law practice on our business law page.