You have incorporated your business, received your company documents, and are ready to get to work. What comes next?
Incorporation creates a company with its own legal identity. Keeping that company organized involves ongoing filings, accurate records, and agreements that reflect how the business operates. Some responsibilities apply from the beginning. Others become relevant when you hire employees, lease premises, or bring in another owner.
For business owners in Victoria, Langford, Sooke, Duncan, Nanaimo, and throughout BC, understanding these next steps can help prevent missed deadlines and avoidable disputes. This guide focuses on companies incorporated under BC’s Business Corporations Act. Federally incorporated companies have different corporate filing requirements.
1. Put Your Annual Corporate Filing on the Calendar
A BC company must file an annual report with the Corporate Registry each year, within two months after its incorporation anniversary. This filing confirms information about the company and tells the registry it remains active. The province explains the requirement in its guidance for incorporated companies.
The annual report is separate from your corporate income tax return. Having your accountant complete a tax return does not necessarily mean the registry filing has been handled. Decide who is responsible for each task and keep confirmation of completion.
Missing annual reports can affect the company’s good standing and eventually lead to dissolution. Changes to directors or office addresses can also require separate filings; do not assume everything can wait until the next annual report.
2. Keep Your Minute Book and Ownership Records Current
A minute book is the organized collection of your company’s core legal records. Under the BC Business Corporations Act, companies must retain specified records, including incorporation documents, articles, resolutions, and meeting minutes. Your company must also maintain its share ownership records.
Check that the initial organization of your company was completed, including properly issuing and recording shares. A certificate of incorporation alone does not tell the full story of who owns the company.
Records need attention when ownership changes or significant decisions require approval. For example, bringing in an investor may involve share documents, corporate approvals, and updates to ownership registers.
Annual corporate business also needs to be addressed. BC law permits certain annual meeting requirements to be dealt with through unanimous written shareholder resolutions. Your lawyer can help determine the documents your company needs, including when one person is both the sole shareholder and director.
Why Have Your Lawyer Act as Your Registered and Records Office?
A BC company must maintain a registered office and a records office in British Columbia. The registered office is the company’s official address for receiving legal notices and other formal documents. The records office is where required corporate records are maintained and made available for inspection as the law requires. Both offices can be at the same location.
You can appoint your lawyer’s office to serve both roles. This provides a consistent address for important correspondence and puts your corporate records in the care of someone familiar with the company’s legal requirements.
With an ongoing corporate maintenance arrangement, your lawyer can help track annual filing deadlines, prepare required resolutions, update ownership records, and coordinate changes to directors or company information. Having legal notices received and brought to your attention promptly can also help you respond within important deadlines.
Keeping records organized throughout the life of the company is especially valuable when you need financing, bring in an investor, or prepare to sell. Your lawyer can identify missing documents and help address gaps before they delay a transaction.
Agree on the services included in the arrangement and keep your lawyer informed about changes in the business. For a busy owner, having a reliable point of contact for corporate records and filings can make ongoing company administration much easier to manage.
3. Maintain Your Transparency Register
Most private companies incorporated in BC must maintain a transparency register identifying the individuals who significantly own or control the company. This is a separate record from the company’s shareholder register.
Under BC’s transparency register rules, the company must take reasonable steps to confirm the information annually, during the two-month period beginning on its incorporation anniversary. New or different information must generally be recorded within 30 days after the company becomes aware of it.
Adding an owner, transferring shares, or changing an ownership structure should prompt a review. The rules can involve indirect ownership and control, so the answer is not always clear from the names on share certificates.
4. Organize Banking, Accounting, and Tax Responsibilities
Use a company bank account and keep clear records of business transactions, money you contribute, and amounts you withdraw. Ask your accountant how payments to owners should be classified and documented, and coordinate any necessary corporate approvals with your lawyer.
Most Canadian resident corporations must file a T2 corporate income tax return each tax year, even if inactive or no tax is payable. The return is generally due within six months of the tax year-end. Tax payment deadlines can be earlier. Your accountant can also advise on GST/HST, payroll accounts, and other obligations relevant to your operations.
5. Review the Agreements Your Business Needs
Your incorporation documents establish the company. Employment agreements, leases, and shareholder agreements address different relationships as the business develops. The right documents depend on your plans.
Employment Agreements Before Hiring
A written employment agreement can clarify duties, pay, hours, benefits, confidentiality, and what happens when employment ends. Have it prepared and signed before the employee starts work. Introducing or changing terms later may require additional legal steps.
Where BC’s Employment Standards Act applies, an agreement cannot waive its minimum requirements. Termination clauses need particular care. A template from another province may not suit your business or comply with BC law.
If you plan to use contractors, check the relationship as well as the paperwork. Calling someone an independent contractor does not, by itself, determine their legal status.
Commercial Lease Reviews Before Committing to Premises
A suitable location can come with obligations that extend well beyond the advertised rent. Before committing, review additional rent and operating costs, repairs, permitted use, renovations, renewal deadlines, and restrictions on assigning or subletting the space.
As BDC’s commercial leasing guidance explains, understanding the full costs and negotiating the terms before signing can help avoid surprises.
Confirm who is named as tenant and whether you are being asked to sign a personal guarantee. A guarantee can create personal obligations even though your business is incorporated. Get advice before signing a lease or an offer to lease that may already be binding.
Shareholder Agreements When Ownership Is Shared
If your company has more than one shareholder, consider a shareholder agreement early. It can address decision-making, contributions, share transfers, disagreements, and what happens if an owner leaves, becomes unable to participate, or dies.
This can be especially helpful when owners are friends or family. Trust is valuable, but a clear written agreement gives everyone a shared understanding of their rights and expectations. Read more about shareholder agreements in BC.
6. Revisit Your Documents as the Business Changes
A company that started with one owner working from home may eventually have employees, leased premises, and outside investment. Each change can create new legal responsibilities or expose gaps in older documents.
Arrange a review before bringing in an owner, signing a significant contract, borrowing money, or expanding into new premises. Reviewing documents while you still have time to negotiate is usually more useful than discovering a problem after signing.
Frequently Asked Questions About Running a BC Company
Is my BC annual report the same as my corporate tax return?
No. The annual report is a Corporate Registry filing tied to your incorporation anniversary. Your corporate income tax return is filed with the CRA and follows your company’s tax year. Completing one does not replace the other.
Do I need corporate records if I am the only owner?
Yes. A company with one shareholder still has record-keeping and filing obligations. Your records should properly document ownership and required corporate decisions, even if you are also the only director.
Do I still need to file if my company has not started operating?
Generally, yes. Being inactive does not remove a BC company’s annual report obligations. Most Canadian resident corporations must also file a T2 return even when inactive. Confirm the requirements with your lawyer and accountant rather than assuming no revenue means no filings.
Do I need a shareholder agreement immediately after incorporating?
A sole shareholder generally does not need an agreement with other shareholders. If ownership is shared, consider an agreement early. If you plan to bring in another owner, review the terms before shares change hands.
Does incorporation protect me from a commercial lease guarantee?
No. Incorporation does not cancel a personal guarantee you sign. Depending on its terms, a guarantee can make you personally responsible if the company fails to meet its lease obligations. Have both the lease and guarantee reviewed before signing.
When should I have an employment agreement prepared?
Before the employee starts work, so the terms can be reviewed, agreed upon, and signed in advance. If someone already works for you, get advice before introducing a new agreement or changing existing terms.
Legal Support After Incorporation
At Tathgar Law, I help business owners with annual corporate filings, minute book maintenance, shareholder agreements, employment agreements, and commercial lease reviews. I work with businesses across Victoria, Langford, Sooke, Duncan, Nanaimo, and surrounding Vancouver Island communities.
Whether you have just incorporated or want to review an existing company, learn more about my business and corporate law services or contact me for a free initial consultation.
