What can I name my company?

The first thing you must decide is if you want to provide a name for your company or have your company be a numbered company (i.e. the company’s name will be its incorporation number followed by “B.C. Ltd.”). If you want a numbered company, the company will be named automatically upon incorporation. If you want to name your company, you must provide some sample names that follow the rules for naming a company and we will reserve a name prior to incorporation. In general, the name of your company must contain three elements.

• Distinctive Element.
  • A distinctive element is a word or phrase that serves to differentiate names having similar or identical names. It ensures your corporate name will be unique.
  • A distinctive element can be a coined word, a number, a geographical location, or a personal name.
  • For example, names such as Tire Shop Ltd. or Shoe Store Ltd. lack a distinctive element and, as a result, such name requests would be rejected. These names would be approved if a distinctive element was added, distinguishing the name and the business from all the other tire shops and shoe stores such as Kitimat Tire Shop Ltd. or Linda’s Shoe Store Ltd.
• Descriptive Element.
  • The descriptive element is useful in describing the nature of the business as well as expanding the options available. It allows for use of identical or similar distinctive elements, which might be desirable in developing a particular presence in the marketplace. For example:
    • Fernie Brake Shop Ltd.
    • Kamloops Stationery Ltd.
    • ABC Apparel Inc.
  • A made-up word used with a geographical location, such as Altrex Canada Ltd., is distinct so a descriptive element is not required.
  • A list of similar descriptive words can be found here.
• Corporate Designation
  • Companies must have a corporate designation as the last word in the name. For example:
    • Limited or Ltd.
    • Incorporated or Inc.
    • Corporation or Corp.

In general, a person’s full name will be considered acceptable, such as John Brown Inc. The use of special characters should be avoided. The name should not imply any connection with the government, the crown, or royal family. The registry will not accept any objectionable names, such as names including a vulgar expression or slur.

Our questionnaire allows you to provide up to three names in case one of your choices is already taken or not acceptable to the registry.

What are shareholders?

Shareholders are the owners of the company. The shareholders may be individuals, companies, or other types of entities. Each shareholder will own shares of the company. Each share will entitle the shareholder to certain rights, such as one vote at a shareholders’ meeting or an entitlement to dividends. The company can have different classes of shares with different rights. For example, some shareholders may be entitled to dividends but not to vote at a meeting. Shareholders can own different percentages of the company by having a different number of shares.

What are directors?

The directors are elected by the shareholders. The directors of the company manage and supervise the affairs of the company. All of the directors of a company are referred to as the board of directors. When the board of directors needs to make decisions, the board will pass resolutions either in writing or during a board meeting. The directors are not responsible for the day-to-day operations of the company. Being a director is typically a part-time position. The directors of the company are required to act in the best interest of the company and each director should learn about their duties and liabilities.

What are officers?

The officers are appointed by the directors to manage the day-to-day operations of the company. They would include the Chief Executive Officer, President, and Chief Financial Officer of the company. Being an officer is typically a full-time position. The officers will hire the other employees of the company. The directors approve the compensation of the officers.

Who can be a director or officer?

The directors and officers must be individuals as they cannot be a company or other type of entity. An individual is not qualified to become or act as a director or officer of a company if that individual is

1. under the age of 18 years,
2. found by a court, in Canada or elsewhere, to be incapable of managing the individual’s own affairs,
3. an undischarged bankrupt, or
4. convicted in or out of British Columbia of an offence in connection with the promotion, formation or management of a corporation or unincorporated business, or of an offence involving fraud, unless
   1. the court orders otherwise,
   2. 5 years have elapsed since the last to occur of
      1. the expiration of the period set for suspension of the passing of sentence without a sentence having been passed,
      2. the imposition of a fine,
      3. the conclusion of the term of any imprisonment, and
      4. the conclusion of the term of any probation imposed, or
   3. a pardon was granted or issued, or a record suspension was ordered, under the Criminal Records Act (Canada) and the pardon or record suspension, as the case may be, has not been revoked or ceased to have effect.

There is no residency requirements for the directors or officers.

What type of transactions are approved by the shareholders, directors, and officers?

The following table shows the type of transactions each group typically approves under corporate law:

What are the articles of the company?

The articles of the company is a document that sets out the rules and procedures for the company. Other jurisdictions may refer to them as bylaws. Some of the rules and procedures contained in the articles include the following:

• the rules for meetings of shareholders and directors, such as how many individuals must attend, who can chair the meeting, and how votes will be taken;
• any restrictions on shareholders’ ability to sell their shares; and
• the percentage of shareholders that must vote in favor of certain resolutions.

The shareholders of the company may amend the articles.