This is the 2nd of a new 4-part business startup series created by Anand Athiviraham, Senior Associate in our Business Law Group. See the first installment of this series: Incorporating your business: Record books and why using a lawyer makes sense.
Please note, the following general information applies only to businesses located in the Province of British Columbia, as legal requirements in other jurisdictions may vary.
In this blog post, I outline the important next steps to consider once you've established your new incorporated entity.
Register for GST/PST
Once your business is newly incorporated, be sure to ask your accountant whether you should register for GST and PST. Upon incorporation, the Canada Revenue Agency ("CRA") will send your new business number to the registered office so that you can access CRA services, including the ability to file for corporate tax returns and register for GST and payroll accounts, if necessary.
Typically, you are required to collect GST if the total amount of all revenues (before expenses) from your worldwide taxable supplies is more than $30,000 in any single calendar quarter, and in the last four consecutive calendar quarters. You may also be required to register for PST depending on the type of business you operate; see Register to Collect PST - Province of British Columbia (gov.bc.ca) for further information.
Choose a Financial Year-End
You should talk to your accountant about setting the appropriate fiscal year-end for your new business. This decision will have an impact on when your corporate tax return is due. Strategically choosing your year-end date can provide significant operational and tax advantages.
While most businesses opt for December 31, to align with the calendar year, it may be advantageous to choose an off-peak date based on other considerations such as data collection timeframes, declaration of dividends, or bonuses and tax deferral opportunities. (Once a year-end is set, special permission from CRA is required to change it, and is typically granted only in exceptional circumstances.)
Open a Bank Account
One of the first things you'll want to do after incorporation is open a new business bank account. Unlike a sole proprietorship, all income and expenses for your business must be segregated and separate from your personal accounts.
If you incorporated through a lawyer, be sure to ask for a "banking package" that should provide you with the necessary corporate documents required by banks to set up an account. If there are multiple directors or shareholders in your company, your bank may require their identification and particulars before approving the bank account application.
Register your Business Name
Once you have completed the incorporation process, it is important to register your business name. You may find that you end up with a name that is slightly different from what you originally intended. For example, a café may decide to incorporate as a numbered company to take advantage of shareholder liability protection (amongst other reasons to incorporate), but the business signage may have a different name such as "Small Street Café" while operating with the general public.
If the name that you decide to use differs from the corporation's full legal name, it should be registered as a "doing business as" (DBA) name with the government's corporate registry. This will ensure members of the public who interact with your business are aware of the legal entity that exists behind the name they are seeing on the signage. If you conduct business without registering your business name or using your corporation's legal name, you may be in violation of the corporate legislation and potentially lose the liability protection that registering your business provides to you.
Most municipalities require businesses that operate within their jurisdiction to register for a business license. While not part of provincial statutes, business licenses may be a legal requirement in your jurisdiction, especially if you operate a storefront or other physical location. It is prudent to inquire with your municipality to confirm the legal requirements for business licenses and obtain one if necessary.
When starting your business, you are likely interacting with customers and suppliers. It is important to have proper agreements in place that set out in clear, concise, and enforceable terms the nature of the relationship, the term of the agreement, payment and pricing details, as well as termination provisions in case either party wants out. Without the legal documentation in place, your business may be at risk for unanticipated costs and liabilities with little or no legal recourse for you.
If you are in business with one or more individuals, it is very important to put a comprehensive shareholders' agreement into place which will govern the relationship between business owners. Without one, you may risk deadlock and uncertainty at a time where it is least expected. Please take a moment to review my article entitled "Essential Agreements for your Business" for further guidance on this topic, including the value of employment and independent contractor agreements to protect your business.
Private Services Health Plan (PHSP)
As your company grows and your income increases, you may want to consider setting up a Private Health Services Plan (PHSP), an often-overlooked option for small businesses.
A PHSP provides directors, employees, and their respective spouses the ability to get reimbursed for certain medical expenses that they may incur during the course of their engagement with the company.
Most smaller businesses that are owned by a few close friends, family members, or business associates may find the prospect of obtaining group insurance benefits prohibitively expensive, or may not be able to obtain such insurance. With a PHSP, there are no premiums due; the business only pays from its own funds if a claim is submitted.
As the business funds the entire cost of the PHSP health and dental plan, it may claim a corresponding 100% tax deduction. In essence, a PHSP lets you obtain comprehensive medical coverage of all routine health and dental expenses with few limits. Many third-party providers facilitate a seamless way to deal with the administrative paperwork required to maintain a PHSP, at a minimal cost.
While many business owners tend to believe the legal formalities are complete once they have incorporated and assembled or received a copy of their corporate record book, as explained in the article "Incorporating your business: Record books and why using a lawyer makes sense", this is not the case. In order to legally maintain your corporation in good standing, you will need to attend to "annual maintenance" and otherwise comply with the ongoing requirements set out in the Business Corporations Act (British Columbia).
This process typically involves:
- preparing and filing an annual report with the government corporate registry
- passing an annual consent resolution or holding a meeting amongst shareholders to confirm the directors for the ensuing year, along with obtaining a unanimous waiver of the requirement to appoint auditors
- preparing any additional directors' resolutions for the declaration of dividends
- updating the corporation's transparency registry (a new requirement as of November 2020)
- ensuring the corporate tax returns have been filed
In addition, if the corporation operates in multiple jurisdictions and has offices or places of business outside of British Columbia, additional filings may be required. Most law firms that offer incorporation services will also provide annual maintenance as part of their registered and records office services. Clients who opt-out of such services run the risk of losing their corporation's good standing status and having their corporate record book fall into a state of disarray, which will likely cost more to fix than if it was properly maintained from the start.
In summary, there are several important considerations for new business owners after incorporation, many of which have been covered in this article. The best way to start on the right foot on your entrepreneurial journey is to seek advice from your team of trusted professional advisors. You may also benefit by joining a local small business organization or chamber of commerce which can provide support as you learn more about how to best run your new business.
Next month's article will discuss options for raising capital and the pros and cons of each.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.