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B | C | D
| E | F | G | H |
I | J | K | L |
M | N | O | P |
Q | R | S | T |
U | V | X | Y
| Z
A
| Annual Return |
A document required to
be filed in the jurisdiction of incorporation once per year which confirms basic
information about the structure of a Corporation. |
| Articles of Amendment |
A document filed with the appropriate government
agency subsequent to articles of incorporation which amends the provisions of
the articles of incorporation. |
|
Articles of Incorporation
|
A
document filed with the appropriate government agency on the incorporation of a
business. |
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B
| Branch |
An
office that is a registered extension or division of a parent
corporation’s business.
|
| By-laws |
Regulations adopted by a corporation for its internal
governance. By-laws often deal with matters such as directors and
shareholders meetings and the rights and obligations of officers |
| Business Name |
The name used by a
business to identify itself to the general public. A corporation's
Business Name may differ from its registered corporate
name if the required government registrations are completed. |
| Business Number (BN) |
An account number issued by the federal
government to businesses in Canada for the purposes of federal corporate income
tax, import/export accounts, GST collection and remittance & payroll source
deductions for employees. |
| Business Structure |
A legally recognized organizational framework for
conducting business in Canada including, but not limited to, a sole
proprietorship, general or limited partnership or corporation.
|
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C
| Canada Customs and Revenue Agency (CCRA) |
An office of the Canadian federal government resulting
from the merger of two previously distinct agencies: Revenue Canada and
Canada Customs, Duties and Excise. The CCRA is responsible for
collecting income tax (personal and corporate), import/export duties,
excise taxes and GST as well as for establishing and regulating trade
tariffs.
|
| Canadian Controlled Private Corporation
(CCPC) |
A corporation which receives preferential tax
treatment under the Income Tax Act. CCPC's generally qualify for the small
business deduction which results in a lower tax rate on the first $200,000 of
active business income. |
| Capital Gains Exemption |
Profits
made on the sale of a fixed asset or business that are exempt from taxes
up to a specified amount.
|
| Copyright |
An exclusive right
to copy an original work. Copyright only permits certain individuals the
right to reproduce an original work. |
| Corporate Name |
The registered name under which the
corporation must conduct business. The corporation must do all legal acts,
including litigation, under its exact registered corporate name. The
corporation may also have a Business Name. |
| Corporations
Directorate |
The branch of
Industry Canada that administers the Canada Business Corporations Act. The
Corporations Directorate is the office which receives all federal corporation
filings. |
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D
| Director |
An
individual elected by the shareholder(s) to supervise the management of the
corporation. The directors of a corporation are collectively referred to
as the board of directors. Both federal (Canada) and Ontario Corporations
are required to have one or more directors, a majority of whom must be resident
Canadians. |
| Dissolution |
The act of
terminating the legal existence of a corporation. Dissolution may be
voluntary or involuntary. |
| Dividend |
The distribution of
current or accumulated earnings of a corporation to its shareholders based on
the number of shares owned. |
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E
| Extra-Provincial Corporation |
A corporation registered in one
province which carries on business in another province (ie. opens a permanent
office) can register in the second province under its corporate name as an
extra-provincial corporation. |
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F
Federal
Incorporation |
Incorporation under
the Canada Business Corporations Act. Federal Corporations, otherwise
known as Canada Corporations have the constitutional right to carry on business
under their registered corporate name within any Canadian Province or Territory,
subject to any provincial or territorial requirements. This type of
corporation can therefore operate across Canada under its own corporate name. |
| Federal Jurisdiction |
The areas of law in which the
federal government has control as defined by the Constitution Act. |
| Fiscal Year |
A corporation's accounting
year. A period of twelve consecutive months chosen by a business as the
accounting period for annual reports. |
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G
| Guarantee (Guaranty) |
A legally enforceable promise to
become liable for the debt of another. Most bank loans to corporations are
backed by the personal guarantee of the shareholder's of the corporation.
If the corporation defaults on the debt, the shareholders are then personally
liable to pay the debt on behalf of the corporation. |
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H
| Holding Company |
A company that
limits its activities to owning stock in, and supervising management of
other companies. |
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I
| Incorporation
(Incorporate) |
The act of forming or creating a
corporation by filing the required documents. |
| Incorporator |
A person who joins with others to
form a corporation. The person or persons who execute the articles of
incorporation. |
| Indemnity |
Compensation for
loss; a promise to pay for costs incurred by a person on the occurrence of
an anticipated loss. |
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J
| Jurisdiction |
A specific
geographic area in which a particular court or government has authority. |
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K
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L
| Limited Partnership |
A partnership made up of one or more
general partners who manage the business and are personally liable for its
debts, and one or more limited partners who contribute capital and share in the
profits, but who take no part in running the business and have no liability with
regard to partnership debts beyond their capital investment. |
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M
| Minute Book (Corporate Minute Book) |
A binder or book containing corporate records,
documents, registers and resolutions of the corporation. All corporations
must maintain an up-to-date minute book pursuant to statute. |
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N
| Name Granting Guidelines |
The guidelines used by the federal Corporations
Directorate in determining the availability of proposed corporate names for
incorporation under federal statute. For more information on the Name
Granting Guidelines, click
here. |
| NUANS Name Search
Report |
Acronym for Newly
Upgraded Automated Name Search. A NUANS search compares a proposed new
corporate name with existing business names, corporate names and trademarks to
ensure that no confusingly similar names are in use in the jurisdiction. A
NUANS report must be submitted with the Articles of Incorporation whenever a
named corporation is incorporated. |
| Numbered Company (Numbered
Corporation) |
A corporation which uses a number rather than a distinct
corporate name. A numbered company's corporate number is assigned to it by
the jurisdiction of incorporation. Many corporations have numbered names
where using a distinct corporate name is not important. |
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O
| Officer |
An individual
appointed by the director(s) of a corporation to manage the daily affairs of the
company, such as President, Vice-President, Treasurer, Secretary, CEO, CFO,
etc. Although officer positions are distinct from that of director,
officers can also hold the position of director. |
| Organizational Minutes |
The initial resolutions of shareholders and
directors which set up the corporation's structure. Organizational minutes
typically allow for the issuance of shares to shareholders, appoint directors
and officers and approve the by-laws of the corporation. |
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P
| Partnership |
A business owned by two or more
persons that is not organized as a corporation. A partnership is defined
as a "relationship that subsists between persons carrying on business in
common with a view to profit." |
| Patent |
A grant of a right to exclude others
from making, using or selling one's invention which includes the right to
license others to make, use or sell the invention. |
| Private Company (Private
Corporation) |
A company that does
not sell its shares to the general public (through a stock exchange). The
transfer (sale) of shares in such a company is usually restricted in some way,
such as by the requirement that the directors or shareholders of the corporation
must approve any transfer of shares in advance of the sale. |
| Provincial Incorporation |
Incorporation under the corporate statute of a
particular province. |
| Provincial Jurisdiction |
The areas of law in which the
provincial and/or territorial governments have control as defined by the Constitution Act. |
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Q
| Quorum |
The fixed minimum
number of people entitled to attend a meeting who must be present for business
to be conducted. Corporate by-laws may specify the minimum number of
directors who must be present at a meeting of the board of directors or the
minimum number of shareholders who must be present at a shareholders'
meeting. If the by-laws do not set out the rules for a quorum, they are
set out in corporate legislation, such as the CBCA and OBCA. |
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R
| Registered Office |
The address to which all corporate documents are
sent. A provincially incorporated business must have its registered office
within the province of incorporation. A federally incorporated business
must have its registered office within Canada. The address of the
registered office does not have to be the actual place of business but it
usually cannot be a post office box. |
| Resolution |
A statement of a
decision reached by either the shareholders or directors of a corporation.
A resolution may be written if all parties agree and sign it, or it may be made
orally in a meeting on the basis of a number of votes cast and then recorded in
the meeting's minutes. An ordinary resolution is one passes by a majority
of votes, and a special resolution is one passed by a majority of a minimum two
thirds of the votes cast. |
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S
| Seal (Corporate Seal) |
A seal adopted and used by a corporation for
authenticating its corporate acts and executing legal documents. Corporate seals
are no longer required by many corporate statutes but are still a useful tool
for authenticating corporate documents. |
| Share |
A unit of stock representing ownership of a
corporation. The number of shares owned by a particular shareholder are
represented by a share certificate. |
| Share Certificate |
A corporate document
which certifies that the person named on the certificate is entitled to
ownership of a certain number of shares of the corporation. |
| Share Subscription |
The act of a shareholder acquiring
shares of a corporation. |
| Shareholder |
A person who owns shares of a corporation.
Shareholders are the owners of corporations. |
| Shareholder Agreement |
A contract between the all or a portion of the
shareholders of a corporation, which sets out their mutual rights and
obligations. Shareholder agreements are highly recommended for
corporations with more than one shareholder. |
| Signing Officer |
An officer of the corporation who is authorized
to sign documents on behalf of the corporation, and who can legally bind the
corporation. |
| Sole Proprietorship |
A business in which one person owns
all assets and is personally responsible for all liabilities. |
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T
| Trademark |
A mark which distinguishes goods or services
from those of other businesses |
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U
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V
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W
| Winding Up |
The process of settling the accounts and
liquidating the assets of a corporation for the purpose of distributing the net
assets to shareholders and dissolving the corporation. |
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X
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Y
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Z
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