TLR's Online Incorporation Service | Making Law Accessible

Online Incorporation

Easy Explanations
Minute Book

A book kept by the clerk of a court for recording a summary of all the judicial orders in a proceeding.

Annual Return

An annual return is a document that contains details of the company's directors, shareholders and registered office address.

When is it time to Incorporate?

While there is no “right” or “wrong” time to incorporate, there are two reasons you might consider incorporating. From a legal standpoint, it limits your personal liability. It creates a distinction between you as an individual and your corporation, as legal entities.

The second reason, is if you're generating sufficient revenue, it makes more sense to incorporate, as corporations are taxed at a lower rate. We highly recommend that you consult with your accountant to see if, financially, incorporating makes sense for you.

Should I register my business name?

NO! Please DO NOT register your business name if you want to incorporate. It actually complicates the process. Registering a business name is different than creating a corporation. However, the Companies Office uses the same process to reserve a business name and reserving the name for a corporation. It is very confusing.

Two different laws are at play. You can register a business name under the Business Name Registration Act. You can also incorporate a company or corporation under the Corporations Act.

If you register your business name, and then try to incorporate under that same name, the Companies Office needs to dissolve your business name and then it needs to create a corporation with that name under the Corporations Act. It ends up making the process longer, more costly, and cumbersome.

What are the roles of Shareholders?

Shareholders are the person/people who own the corporation. They don't have many rights in the corporation. They do have the responsibility of electing directors every year and deciding whether to engage the services of an auditor (and if they do, choosing the auditor).

What are the roles & responsibilities of Directors?

For the purposes of small corporations, directors and officers have the same responsibilities, and are almost always the same people. Directors make up the board of directors, and they appoint officers.

Officers hold the roles of President, Vice-President, Secretary, and Treasurer. They make the legal decisions on behalf of the corporation. They can also be personally liable under certain tax, employment, and environmental laws.

Do I need more people to fill in the position of Director in my company?

This is a common question regarding incorporating. You don't actually need to bring in more people to fill the roles of directors/officers. Shareholders are able to elect themselves as directors, and directors are able to appoint themselves as officers.

It is important to note that if you operate alone, you must appoint yourself as both president and secretary. If there are two officers, one must be appointed president and the other as secretary.

What does Corporate maintenance mean?

The Corporations Act of Manitoba imposes ongoing obligations to operate. Every year the shareholders must elect directors, approve financial reports and decide whether they need an auditor. Directors must also approve financial reports and appoint officers.

These all need to be recorded in the form of resolutions in your minute book, which must be kept up to date. Typically, lawyers will charge the corporation every time one of these activities are undertaken.

For example, when the annual return comes due, the annual resolutions must be prepared. The service we provide through this online feature includes that work. We remain on retainer for one year (through the 1 time payment or 12 month payent options) or two years (on the 24 month payment option). We don't charge extra fees, and we store your minute book in the vault at our office.

24 Months$99

  • Complete Minute Book
  • Voting & Non-voting Shares
  • One Annual Return
  • One Annual Resolution

12 Months$149

  • Complete Minute Book
  • Voting and Non-voting Shares

Incorporation checklist

  • Named the Corporation
    • If you are incorporating your main operating Company, you want to find a name, like Smith's Convenience Store Ltd or Blue Sky Plumbimg Inc.
    • Don't forget that you must add Inc, Corp, Corporation, Ltd, or Limited to the end of the name.
    • If this is the holding company, then you should opt for a numbered Company (i.e. 4454454 Manitoba Ltd). This option gets you incorporated faster.
  • Appointed Shareholders
    • The person(s) in control of the Company will own Common Voting Shares.
    • If you and someone else will operate the company, then you will split the Common Voting Shares. You can share 50/50, 60/40, 75/25 etc.
  • Appointed Directors
    • The shareholders who run the company will appoint themselves Directors.
  • Appointed Officers
    • If you operate alone, you will apoint yourself President Secretary.
    • If there are 2 operators then you must choose who will be President and who will be Secretary.
  • Consulted your Accountant
    • Speaking with your account should be one of the first steps to decide if you should incorporate.
    • Your Accountant will know if you generate enough cash to make it financially feasible.

Important Note

Before I can act for you and create your corporation, I must ensure that working for you does not create a conflict of interest. For example, if I already represent someone who is suing you, I cannot accept you as a client. After we check our files to confirm that we are free to act, we will send you an email password permitting you to access the payment portal.