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Business structures

How smoothly your day-to-day operations run depends a great deal on how you organize your business. Whether a sole proprietorship, partnership, corporation or cooperative, choose the business structure that works best for you. Our resources will help you make this key decision.

Forms of Business Organizations

Now that you have decided on starting your own business, you will have to determine what business structure or form of organization suits your needs. The structure of your business will depend on whether you want to run your business yourself or with a partner or associates. There are four types of business structures: sole proprietorship, partnerships, corporations and cooperatives.

Sole proprietorship

With this type of business organization, you would be fully responsible for all debts and obligations related to your business and all profits would be yours alone to keep. As a sole owner of the business, a creditor can make a claim against your personal or business assets to pay off any debt.

Advantages:

• Easy and inexpensive to form a sole proprietorship (you will only need to register your business name provincially, except in Newfoundland and Labrador)
• Relatively low cost to start your business
• Lowest amount of regulatory burden
• Direct control of decision making
• Minimal working capital required to start-up
• Tax advantages if your business is not doing well, for example, deducting your losses from your personal income, lower tax bracket when profits are low, and so on
• All profits will go to you directly

Disadvantages:

• Unlimited liability (if you have business debts, personal assets would be used to pay off the debt)
• Income would be taxable at your personal rate and, if your business is profitable, this may put you in a higher tax bracket
• Lack of continuity for your business, if you need to be absent
• Difficulty raising capital on your own

Partnerships

A partnership would be a good business structure if you want to carry on a business with a partner and you do not wish to incorporate your business. With a partnership, you would combine your financial resources with your partner into the business. You can establish the terms of your business with your partner and protect yourself in case of a disagreement or dissolution by drawing up a specific business agreement. As a partner, you would share in the profits of your business according to the terms of your agreement.

You may also be interested in a limited liability partnership in the business. This means that you would not take part in the control or management of the business, but would be liable for debts to a specified extent only.

When establishing a partnership, you should have a partnership agreement drawn up with the assistance of a lawyer, to ensure that:

• You are protecting your interests
• That you have clearly established the terms of the partnership with regards to issues like profit sharing, dissolving the partnership, and more
• That you meet the legal requirements for a limited partnership (if applicable)

Advantages:

• Easy to start-up a partnership
• Start-up costs would be shared equally with you and your partner
• Equal share in the management, profits and assets
• Tax advantage, if income from the partnership is low or loses money (you and your partner include your share of the partnership in your individual tax return)

Disadvantages:

• Similar to sole proprietorship, as there is no legal difference between you and your business
• Unlimited liability (if you have business debts, personal assets would be used to pay off the debt)
• Hard to find a suitable partner
• Possible development of conflict between you and your partner
• You are held financially responsible for business decisions made by your partner (for example, contracts that are broken)

Corporations

Another business structure is to incorporate your business. This can be done at the federal or provincial level. When you incorporate your business, it is considered to be a legal entity that is separate from the owners and shareholders. As a shareholder of a corporation, you will not be personally liable for the debts, obligations or acts of the corporation.

Advantages:

• Limited liability
• Ownership is transferable
• Continuous existence
• Separate legal entity
• Easier to raise capital
• Possible tax advantage as taxes may be lower for an incorporated business

Disadvantages:

• A corporation is closely regulated
• More expensive to incorporate than a partnership or sole proprietorship
• Extensive corporate records required, including shareholder and director meetings, and documentation filed annually with the government
• Possible conflict between shareholders and directors
• Possible problem with residency of directors, if they are in another province or the majority are not Canadian

More information:

To learn more about incorporation, please consult the following information:

• Guide to Federal Incorporation
  
  http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/h_cs04839.html
  Step by step guidelines to help you incorporate your business and set up an appropriate structure.

Provincial or territorial incorporation

• Ontario Business Incorporation
  
  http://www.canadabusiness.ca/eng/summary/2831/
  Applies to: Ontario
  Incorporate your Ontario business online, in person, or by mail.
• Professional corporations
  
  http://www.canadabusiness.ca/eng/summary/6421/
  Applies to: Ontario
  Find out how you can incorporate your practice in Ontario for specific regulated professions.
• Correcting Errors on Your Ontario Corporation Documents
  
  http://www.canadabusiness.ca/eng/summary/2838/
  Applies to: Ontario
  You can ask to have errors corrected in documents you have filed for your Ontario corporation.
• Making changes to your corporate information
  
  http://www.canadabusiness.ca/eng/summary/2618/
  Applies to: Ontario
  Find out how to make changes to the information about your Ontario corporation, including its name, address and number of directors.
• How to Merge Ontario Corporations
  
  http://www.canadabusiness.ca/eng/summary/2619/
  Applies to: Ontario
  Do you have two or more active Ontario business corporations that you would like to merge?
• Involuntary dissolution of Ontario business corporations
  
  http://www.canadabusiness.ca/eng/summary/2359/
  Applies to: Ontario
  Your corporation can be dissolved or cancelled if it has failed to comply with specific rules and regulations.
• Dissolving or Reviving your Corporation
  
  http://www.canadabusiness.ca/eng/summary/4838/
  Applies to: Ontario
  You may be able to revive your Ontario corporation if it was involuntarily dissolved within the past 20 years.
• Incorporation (Not-for-Profit Corporations) - Ontario
  
  http://www.canadabusiness.ca/eng/summary/2617/
  Applies to: Ontario
  You can incorporate your not-for-profit organization provincially with the Government of Ontario.
• Making Changes to Your Ontario Not-for-Profit Corporation
  
  http://www.canadabusiness.ca/eng/summary/2615/
  Applies to: Ontario
  Find out how to make changes to the information about your Ontario not-for-profit corporation.
• Reviving Your Ontario Not-for-Profit Corporation
  
  http://www.canadabusiness.ca/eng/summary/2620/
  Applies to: Ontario
  You can restart your previously cancelled Ontario not-for-profit corporation by filing an Application for Revival.
• Corporate Registry (Alberta)
  
  http://www.canadabusiness.ca/eng/summary/2920/
  Applies to: Alberta
  To conduct business in Alberta, register your cooperative, corporation, extra-provincial company, non-profit company, society, trade name and/or partnership.
• Corporate Registry – Co-operative Associations
  
  http://www.justice.gov.nt.ca/CorporateRegistry/CR_Coop.shtml
  Are you looking to establish and incorporate a co-operative within the Northwest Territories? Find out the rules pertaining to starting your venture and what is needed to remain compliant with the law.
• Corporate Registry - Business Corporations
  
  http://www.justice.gov.nt.ca/CorporateRegistry/CR_BCA.shtml
  Are you looking to incorporate your business? Find out how you can register to do business in the Northwest Territories.
• Registration of a Provincial Corporation
  
  http://www.canadabusiness.ca/eng/summary/2827/
  Applies to: New Brunswick
  Find out about the rules, procedures and fees for registering a provincial corporation in New Brunswick.
• Incorporation of non-profit companies (New Brunswick)
  
  http://www.canadabusiness.ca/eng/summary/2374/
  Applies to: New Brunswick
  Find out about the rules, procedures and fees for incorporating a not-for-profit company in New Brunswick.
• Corporate Registry - Societies
  
  http://www.justice.gov.nt.ca/CorporateRegistry/CR_Societies.shtml
  Are you interested in starting a society or non-profit organization? Find out the benefits of incorporation and what you are required to do at the territorial and federal levels.
• Business corporations - Territorial corporations - (Nunavut)
  
  http://www.canadabusiness.ca/eng/summary/3050/
  Applies to: Nunavut
  Find out how to incorporate as a territorial business in Nunavut.
• Incorporating Your Business in Saskatchewan
  
  http://www.isc.ca/CorporateRegistry/FormingaCorporation/Pages/default.aspx
  Find out how to incorporate your business in Saskatchewan, including the fees, the forms required and the turn-around time.
• Registering a Non-Profit Corporation in Saskatchewan
  
  http://www.isc.ca/CorporateRegistry/FormingaNonProfitCorporation/Pages/default.aspx
  Find out how to register your non-profit corporation in Saskatchewan, including the fees, the forms required and the turn-around time.
• Companies Office - Business name registration and provincial incorporation (Manitoba)
  
  http://www.canadabusiness.ca/eng/summary/2768/
  Applies to: Manitoba
  How do you register your business, and what do you need to know about provincial incorporation?
• Registry of Companies (Newfoundland and Labrador)
  
  http://www.canadabusiness.ca/eng/summary/2997/
  Applies to: Newfoundland and Labrador
  In Newfoundland and Labrador, you must register with the Registry of Companies if you decide to incorporate provincially.
• Business incorporation and registration (Nova Scotia)
  
  http://www.canadabusiness.ca/eng/summary/3847/
  Applies to: Nova Scotia
  Incorporate your business provincially through the Nova Scotia Registry of Joint Stock Companies.
• Incorporate a business (Quebec)
  
  http://www.registreentreprises.gouv.qc.ca/en/demarrer/constituer-cie.aspx
  Learn the steps to incorporate your business in Quebec, especially the forms to be filled out and the application process.

Cooperatives

The last business structure you could create is a cooperative. With a cooperative, you would have a business that would be owned by an association of members. This is the least common form of business, but can be appropriate in situations where a group of persons or businesses decide to pool their resources to provide access to common needs, such as the delivery of products or services, the sale of products or services, employment, and more.

Advantages:

• Owned and controlled by members
• Democratic control (one member, one vote)
• Limited liability
• Profit distribution

Disadvantages:

• Possible conflict between members
• Longer decision-making process
• Participation of members needed for success
• Extensive record keeping
• Less incentive to invest additional capital

More information

To learn more about cooperatives, please consult the following information:

• Create/Maintain a Cooperative
  
  http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/h_cs03926.html
  Find out what a cooperative is and how to create and maintain your cooperative.
• Co-operative Development Initiative - Advisory Services
  
  http://www.canadabusiness.ca/eng/summary/4112/
  Applies to: All of Canada
  Find out how you can get help to start or manage a co-operative.
• Setting-Up a Cooperative (only available in French)
  
  http://www.mdeie.gouv.qc.ca/bibliotheques/lois/lois-sectorielles/cooperatives/
  Do you want to create or start a cooperative? If so, this site provides useful information about starting a cooperative.

Registering your business

In addition to informing potential customers about your business, you must let the government know about your plans. You may need to register with several different levels of government for many different reasons.

• Registering your business
  
  http://www.canadabusiness.ca/eng/guide/1282/
  Find out about the requirements to register your business with different levels of government.