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 <title>Creating A Facebook Business Page</title>
 <link>http://www.corporateregistries.ca/Blog/index.php?itemid=65</link>
<description><![CDATA[<b>Creating A Facebook Business Page</b><br />
<br />
Now, any business can create a Facebook profile, or business page, which any Facebook user can become a "fan" of. You no longer have to be a Fortune 500 company to afford this. It's free.<br />
<br />
Here's how to do it:<b>Creating A Facebook Business Page</b><br />
<br />
1. Visit this URL: http://www.facebook.com/pages/create.php<br />
<br />
2. Decide what the best category is for your business. (Spend a couple of minutes on this as you can't change it later easily).<br />
<br />
3. Enter your business/product/brand name and click "Create Page". <br />
<br />
4. At a minimum, I'd suggest entering a short description of your business and a website address. This is in the "Add Information To This Page" area. I'd also advise uploading your logo as a photo/image.<br />
<br />
5. Click on your business name in the top left corner (it's a hyperlink) and then click "publish this page" (until you do this, nobody but you will be able to see your new Facebook business profile).<br />
<br />
6. Finally, and this is important, from your new profile page, click "Add to my products". This way, you become the first "fan" of your business.<br />
<br />
Now comes the fun part. Once you've become a "fan" of your business, your friends on Facebook (some of which are likely customers) will see a message in their home page. Something like "Dharmesh Shah is a fan of HubSpot". Hopefuly, some of your Facebook friends will befriend your business. Then, their friends will see a message, and so it goes]]></description>
 <category>General</category>
<comments>http://www.corporateregistries.ca/Blog/index.php?itemid=65</comments>
 <pubDate>Mon, 1 Mar 2010 14:46:28 -0500</pubDate>
</item><item>
 <title>Registering a Partnership in Alberta</title>
 <link>http://www.corporateregistries.ca/Blog/index.php?itemid=63</link>
<description><![CDATA[<b>Alberta Partnership Registration in 24 Hours</b><br />
<br />
<a href="http://www.corporateregistries.ca">www.corporateregistries.ca</a><br />
<br />
Partnerships in Alberta - Advantages of Partnerships in Alberta. Main considerations of registering  a partnership in Alberta.<br />
<br />
Fast and Easy Alberta Online Trade Name Registration Service for Alberta Partnerships. Corporate Registry Solutions simplifies to the maximum the task of registering a new business partnership business name in Alberta, by offering an easy Alberta on-line business name registration service in 24 hours at www.corporateregistries.ca<br />
<br />
We Offer:<br />
<br />
A professional and reliable service<br />
Low business name registration fees with not hidden charges. For what our services includes, our prices can't be matched.<br />
A reliable partner and at all time free online consultation and advice<b>General Partnerships</b><br />
<br />
In a General Partnership, two or more people share ownership of a single business. Like proprietorships, the law does not distinguish between the business and its owners. A General Partnership is composed of two or more persons who agree to contribute money, labor, an/or skill to a business. Each partner shares the profits, losses, and management of the business, and each partner is personally and equally liable for debts of the partnership.<br />
<br />
Formal terms of the partnership are usually contained in a written partnership agreement.This is a legal document that sets forth how decisions will be made, profits will be shared, disputes will be resolved, how future partners will be admitted to the partnership, how partners can be bought out, and what steps will be taken to dissolve the partnership when needed. Yes, it's hard to think about a breakup when the business is just getting started, but many partnerships split up at crisis times, and unless there is a defined process, there will be even greater problems. They also must decide up-front how much time and capital each will contribute, etc.<br />
<br />
<b>Tax Considerations</b><br />
<br />
A partnership by itself does not pay income tax on its operating results. A partnership agreement can allocate the profits or losses in any ratio agreed to between the partners, but if there is no agreement, the profits must be allocated equally. Business deductions are taken by the partnership before the income is distributed to the partners and claimed on their personal tax returns.<br />
<br />
<b>Each partner also has to file either financial statements or one of the following forms:</b><br />
<br />
*Form T2124, Statement of Business Activities<br />
*Form T2032, statement of Professional Activities<br />
*Form T2042, Statement of Farming Activities<br />
*Form T1163, Statement A-NISA Account Information and statement of Farming<br />
*Activities for Individuals, and<br />
*Form T1164, Statement B-NISA Account Information and statement of Farming<br />
*Activities for Additional Farming Operations; or<br />
*Form T2121, Statement of Fishing Activities<br />
<br />
<b>Liability</b><br />
<br />
Partners are personally liable for debts of the partnership and the full amount of these debts can be collected from one or more of the partners rather than the debt being equally shared. Partners can also be held personally liable for acts committed by one of their partners in the normal course of business.<br />
<br />
<b>Duration</b><br />
<br />
The business organization ends with death, incapacity, withdrawal or bankruptcy of any partner, unless otherwise agreed to in the partnership agreement.<br />
<br />
<b>How to set up</b><br />
<br />
Like a sole proprietorship, a partnership is easy to form. In fact, a simple verbal agreement is enough to form a partnership. But if money and property are at stake, you should have a written agreement.<br />
<br />
In Canada Partnerships must register their business name, under the Provincial Partnership or Business names Act with the Corporate Registry Office.<br />
<br />
<b>Advantages</b><br />
<br />
*Easy to organize and few initial costs;<br />
*Limited regulation<br />
*Additional sources of investment capital<br />
*Draws financial resources and business abilities of all partners<br />
*Possible tax advantages<br />
*Partners may take business losses as a personal tax deduction;<br />
*Broader Management base<br />
*May register a trademark or service mark to help prevent confusion resulting from deceptively similar business names<br />
<br />
<b>Disadvantages</b><br />
<br />
*Unlimited liability: each partner is personal liable for all the obligations of the business, not just his or her share;<br />
*Divided authority: each partner has the power to act on behalf of the business. This requires that partners be chosen with care;<br />
*Hard to find suitable partners<br />
*Possible development of conflict between partners<br />
*Partners can legally bind each other without prior approval<br />
*Difficult in raising additional capital;<br />
*Lack of continuity]]></description>
 <category>General</category>
<comments>http://www.corporateregistries.ca/Blog/index.php?itemid=63</comments>
 <pubDate>Sat, 27 Feb 2010 17:15:17 -0500</pubDate>
</item><item>
 <title>Alberta Trade Name Registration. Registering a new trade name in Alberta</title>
 <link>http://www.corporateregistries.ca/Blog/index.php?itemid=61</link>
<description><![CDATA[<b>Sole Proprietorship in Alberta - Advantages of Sole Proprietorship in Alberta. Main considerations of registering as a sole proprietorship in Alberta.</b><br />
<br />
Fast and Easy Alberta Online Trade Name Registration Service. Corporate Registry Solutions simplifies to the maximum the task of registering a new business name in Alberta, by offering an easy Alberta on-line business name registration service in 24 hours at <a href="http://www.corporateregistries.ca">www.corporateregistries.ca</a><br />
<br />
We Offer:<br />
<br />
A professional and reliable service<br />
Low business name registration fees with not hidden charges. For what our services includes, our prices can't be matched.<br />
A reliable partner and at all time free online consultation and advice<b>Sole Proprietorships</b><br />
<br />
The Sole Proprietorship is the most common form of business structure. The vast majority of small businesses start out as sole proprietorships. These firms are owned by one person, usually the individual who has day-to-day responsibilities for running the business. Sole proprietors own all the assets of the business and the profits generated by it. They also assume complete responsibility for any of its liabilities or debts. In the eyes of the law and the public, you are one in the same with the business.<br />
<br />
This is the simplest way to set up a business. A sole proprietorship is fully responsible for all debts and obligations related to his or her business. A creditor with a claim against a sole proprietor would normally have a right against all of his or her assets, whether business or personal. This is known as unlimited liability.<br />
<br />
This type of business comes under provincial jurisdiction. In Canada if a Sole Proprietorship establishes a business in his/her own name without adding any other words, it is not necessary to register the business. If the proprietor chooses to carry on a business under a name other than his/her own, he/she must register with the province. This function is administered by the Provincial Private Registries. Filing a Declaration of Trade Name to protect your business name is strongly recommended.<br />
<br />
<b>Tax Considerations</b><br />
<br />
If you are a sole proprietor, you pay personal income tax on all revenue generated by your business. You also assume all the risk of the business. Any income or losses are claimed on the owner’s personal tax return each year. Business deductions are permitted.<br />
<br />
As a sole proprietor, your income tax and benefit return must include financial statements or one or more of the following forms, as applicable:<br />
<br />
*Form T2124, Statement of Business Activities<br />
*Form T2032, statement of Professional Activities<br />
*Form T2042, Statement of Farming Activities<br />
*Form T1163, Statement A-NISA Account Information and Statement of Farming Activities for Individuals, and<br />
*Form T1164, Statement B-NISA Account Information and Statement of Farming Activities for Additional Farming Operations; or<br />
*Form T2121, Statement of Fishing Activities<br />
<br />
As a sole proprietor, you have to register for the goods and services tax/harmonized sales tax (GST/HST) if your worldwide annual taxable revenues are more than $ 30.000.<br />
<br />
<br />
<b>Liability</b><br />
<br />
Owners are personally liable for the debts of the business. This also means that should the business fail, the owner’s personal assets are at risk.<br />
<br />
<b>Duration</b><br />
<br />
The business ends with death or incapacity of owner.<br />
<br />
<b>How to Set Up</b><br />
<br />
It’s easy to set up a sole proprietorship. Simply operate as an individual or if you wish to operate an individual company under a business name, which does not include your family name or first name, you must register your new business name.<br />
<br />
<b>Advantages</b><br />
<br />
*Low start-up cost<br />
*Greatest freedom from regulation: few formalities and low organizational costs<br />
*Fewer reporting requirements to government agencies<br />
*Tax advantage to owner<br />
*Avoidance of corporate “double tax”<br />
*Business lossess may be taken as a personal income tax deduction to offset income from other sources<br />
*Owner in direct control of decision making<br />
*Minimal working capital required<br />
*All profits taxed as income to owner at the owner's personal income tax rate<br />
*Registration of a trade name is available to prevent confusion resulting from deceptively similar business names<br />
<br />
<b>Disadvantages</b><br />
<br />
*Unlimited liability<br />
*Lack of continuity in business organization in absence of owner<br />
*Difficulty in raising capital<br />
*Loans based on credit worthines of owner; and<br />
*Owner's assets subject to business liabilities]]></description>
 <category>General</category>
<comments>http://www.corporateregistries.ca/Blog/index.php?itemid=61</comments>
 <pubDate>Sat, 27 Feb 2010 17:02:45 -0500</pubDate>
</item><item>
 <title>Ontario Business Name Registration in 1 Hour $39.99</title>
 <link>http://www.corporateregistries.ca/Blog/index.php?itemid=59</link>
<description><![CDATA[Sole Proprietorship in Ontario - Advantages of Sole Proprietorship in Ontario. Main considerations of registering as a sole proprietorship in Ontario.<br />
<br />
Fast and Easy Ontario Online Business Name Registration Service. Corporate Registry Solutions simplifies to the maximum the task of registering a new business name in Ontario, by offering an easy Ontario on-line business name registration service in 1 hour at  <a href="http://www.corporateregistries.ca">www.corporateregistries.ca</a><b>Sole Proprietorships in Ontario</b><br />
<br />
The Sole Proprietorship is the most common form of business structure. The vast majority of small businesses start out as sole proprietorships. These firms are owned by one person, usually the individual who has day-to-day responsibilities for running the business. Sole proprietors own all the assets of the business and the profits generated by it. They also assume complete responsibility for any of its liabilities or debts. In the eyes of the law and the public, you are one in the same with the business.<br />
<br />
This is the simplest way to set up a business. A sole proprietorship is fully responsible for all debts and obligations related to his or her business. A creditor with a claim against a sole proprietor would normally have a right against all of his or her assets, whether business or personal. This is known as unlimited liability.<br />
<br />
This type of business comes under provincial jurisdiction. In Canada if a Sole Proprietorship establishes a business in his/her own name without adding any other words, it is not necessary to register the business. If the proprietor chooses to carry on a business under a name other than his/her own, he/she must register with the province. This function is administered by the Provincial Private Registries. Filing a Declaration of Trade Name to protect your business name is strongly recommended.<br />
<br />
<b>Tax Considerations of Sole Proprietorships in Ontario</b><br />
<br />
If you are a sole proprietor, you pay personal income tax on all revenue generated by your business. You also assume all the risk of the business. Any income or losses are claimed on the owner’s personal tax return each year. Business deductions are permitted.<br />
<br />
As a sole proprietor, your income tax and benefit return must include financial statements or one or more of the following forms, as applicable:<br />
<br />
*Form T2124, Statement of Business Activities<br />
*Form T2032, statement of Professional Activities<br />
*Form T2042, Statement of Farming Activities<br />
*Form T1163, Statement A-NISA Account Information and Statement of Farming Activities for Individuals, and<br />
*Form T1164, Statement B-NISA Account Information and Statement of Farming Activities for Additional Farming Operations; or<br />
*Form T2121, Statement of Fishing Activities<br />
<br />
As a sole proprietor, you have to register for the goods and services tax/harmonized sales tax (GST/HST) if your worldwide annual taxable revenues are more than $ 30.000.<br />
<br />
<br />
<b>Liability</b><br />
<br />
Owners are personally liable for the debts of the business. This also means that should the business fail, the owner’s personal assets are at risk.<br />
<br />
<b>Duration</b><br />
<br />
The business ends with death or incapacity of owner.<br />
<br />
<b>How to Set Up</b><br />
<br />
It’s easy to set up a sole proprietorship. Simply operate as an individual or if you wish to operate an individual company under a business name, which does not include your family name or first name, you must register your new business name.<br />
<br />
<b>Advantages of Registering a new Sole Proprietorship in Ontario</b><br />
<br />
*Low start-up cost<br />
*Greatest freedom from regulation: few formalities and low organizational costs<br />
*Fewer reporting requirements to government agencies<br />
*Tax advantage to owner<br />
*Avoidance of corporate “double tax”<br />
*Business lossess may be taken as a personal income tax deduction to offset income from other sources<br />
*Owner in direct control of decision making<br />
*Minimal working capital required<br />
*All profits taxed as income to owner at the owner's personal income tax rate<br />
*Registration of a trade name is available to prevent confusion resulting from deceptively similar business names<br />
<br />
<b>Disadvantages</b><br />
<br />
*Unlimited liability<br />
*Lack of continuity in business organization in absence of owner<br />
*Difficulty in raising capital<br />
*Loans based on credit worthines of owner; and<br />
*Owner's assets subject to business liabilities]]></description>
 <category>General</category>
<comments>http://www.corporateregistries.ca/Blog/index.php?itemid=59</comments>
 <pubDate>Sat, 27 Feb 2010 16:49:22 -0500</pubDate>
</item><item>
 <title></title>
 <link>http://www.corporateregistries.ca/Blog/index.php?itemid=57</link>
<description><![CDATA[<b>Type of Businesses in Canada</b><br />
<br />
<a href="http://www.corporateregistries.ca">www.corporateregistries.ca</a><br />
<br />
One of the first decisions a new business owner faces is choosing a structure for the business. There are a number of legal structures or legal forms under which a business can operate. Businesses range in size and complexity, from a self-employed plumber to a large corporation, and can be organized in a variety of ways. This decision will depend in the number of people who will control the company, how decisions are to be made, and other considerations such as liability and tax issues.<br />
<br />
You may operate your business or organization under any one of several organizational structures. Each type of structure has certain advantages and disadvantages that should be considered. You should contact an attorney, accountant, financial advisor, banker, or other business or legal advisor to determine which form is most suitable for your business or organization.<b>The principal types of business organizations are Sole Proprietorships, Partnerships and Corporations. In making a choice, you will want to take into account the following:</b><br />
<br />
*Your vision regarding the size and nature of your business.<br />
*The level of control you wish to have.<br />
*The level of structure you are willing to deal with.<br />
*The business' vulnerability to lawsuits.<br />
*Tax implications of the different ownership structures.<br />
*Expected profit (or loss) of the business.<br />
*Whether or not you need to reinvest earnings into the business.<br />
*Your need for access to cash out of the business for yourself.<br />
<br />
<b>Sole Proprietorships</b><br />
<br />
The Sole Proprietorship is the most common form of business structure. The vast majority of small businesses start out as sole proprietorships. These firms are owned by one person, usually the individual who has day-to-day responsibilities for running the business. Sole proprietors own all the assets of the business and the profits generated by it. They also assume complete responsibility for any of its liabilities or debts. In the eyes of the law and the public, you are one in the same with the business. For more information on Sole Proprietorships, please <a href="http://www.corporateregistries.ca/Starting_a_Business_The_Business_Entity_Sole_Proprietorships.html">continue here</a><br />
<br />
<b>General Partnerships</b><br />
<br />
In a General Partnership, two or more people share ownership of a single business. Like proprietorships, the law does not distinguish between the business and its owners. A General Partnership is composed of two or more persons who agree to contribute money, labor, an/or skill to a business. Each partner shares the profits, losses, and management of the business, and each partner is personally and equally liable for debts of the partnership.Formal terms of the partnership are usually contained in a written partnership agreement.This is a legal document that sets forth how decisions will be made, profits will be shared, disputes will be resolved, how future partners will be admitted to the partnership, how partners can be bought out, and what steps will be taken to dissolve the partnership when needed. Yes, it's hard to think about a breakup when the business is just getting started, but many partnerships split up at crisis times, and unless there is a defined process, there will be even greater problems. They also must decide up-front how much time and capital each will contribute, etc. For more information on General Partnerships, please <a href="http://www.corporateregistries.ca/Starting_a_Business_The_Business_Entity_General_Partnerships.html">continue here</a><br />
<br />
<b>Limited Partnerships</b><br />
<br />
A Limited partnership is composed of one or more general partners and one or more limited partners. The general partners manage the business and share full in its profits and losses. Limited partners share in the profits of the business, but their losses are limited to the extent of their investment. Limited partners are usually not involved in the day-to-day operations of the business. For more information on Limited Partnerships, please <a href="http://www.corporateregistries.ca/Starting_a_Business_The_Business_Entity_Limited_Partnerships.html">continue here</a><br />
<br />
<b>Corporation</b><br />
<br />
A Corporation chartered by the province or territory in which it is headquartered is considered by law to be a unique entity, separate and apart from those who own it. A Corporation can be taxed, it can be sued, and it can enter into contractual agreements. A Corporation is comprised of three groups of people: shareholders, directors and officers. The owners of a Corporation are its shareholders. The shareholders elect a board of directors that has responsibility for management and control of the Corporation and to oversee the major policies and decisions. The corporation has a life of its own and does not dissolve when ownership changes. For more information on Corporations, please <a href="http://www.corporateregistries.ca/Starting_a_Business_The_Business_Entity_Corporations.html">continue here</a>]]></description>
 <category>General</category>
<comments>http://www.corporateregistries.ca/Blog/index.php?itemid=57</comments>
 <pubDate>Sat, 27 Feb 2010 16:32:25 -0500</pubDate>
</item><item>
 <title>Canada Federal Incorporation in 24 Hours Only $99.99</title>
 <link>http://www.corporateregistries.ca/Blog/index.php?itemid=55</link>
<description><![CDATA[<b> Canada Federal Incorporation Service in 24 hours $99.99 </b><br />
<br />
We incorporate your new corporation federally or provincially in any province of Canada according to the provisions of the Business Corporation Law. Corporate Registry Solutions Inc provides fast and easy Canada Online Incorporation Service and provides all the documents your new Canada corporation will need to keep your new corporation up-to-date and in compliance with your province corporations law.<br />
<br />
<a href="http://www.corporateregistries.ca">http://www.corporateregistries.ca</a><b>Why Should I Incorporate?</b><br />
<br />
<b>Separate Legal Entity</b><br />
<br />
The act of incorporating creates a legal entity called a corporation, commonly referred to as a "company." A corporation has the same rights and obligations under Canadian law as a natural person. Among other things, this means it can acquire assets, go into debt, enter into contracts, sue or be sued, and even be found guilty of committing a crime. A corporation's money and other assets belong to the corporation and not to its shareholders.<br />
When a business is incorporated, its separate legal status, property, rights and liabilities continue to exist until the corporation is dissolved, even if one or more shareholders or directors sell their shares, die or leave the corporation.<br />
<br />
<b>Limited Liability</b><br />
<br />
The act of incorporation limits the liability of a corporation's shareholders. This means that, as a general rule, the shareholders of a corporation are not responsible for its debts. If the corporation goes bankrupt, a shareholder will not lose more than his or her investment (unless the shareholder has provided personal guarantees for the corporation's debts). Creditors also cannot sue shareholders for liabilities (debts) incurred by the corporation, even though shareholders are owners of the corporation. Note, however, that if a shareholder has another relationship with the corporation —; for example, as a director —; then he or she may, in certain circumstances, be liable for the debts of the corporation.<br />
<br />
<b>Lower Corporate Tax Rates</b><br />
<br />
Because corporations are taxed separately from their owners, and the corporate tax rate is generally lower than the individual tax rate, incorporation may offer you some fiscal advantages. However, we strongly suggest that you ask a lawyer or accountant to help you assess whether incorporating might save you money.<br />
<br />
<b>Greater Access to Capital</b><br />
<br />
It is often easier for corporations to raise money than it is for other forms of business. For example, while corporations have the option of issuing bonds or share certificates to investors, other types of businesses must rely solely on their own money and loans for capital. This can limit the ability of a business to expand.<br />
Corporations are also often able to borrow money at lower rates than those paid by other types of businesses, simply because financial institutions and other sources of financing tend to see loans to corporations as less risky than those given to other forms of enterprise.<br />
<br />
CorporateRegistries.ca incorporate Companies federally and in all Canada.<br />
<br />
For more information, or to incorporate NOW your new Canada Federal<br />
Corporation, please visit our website at:<br />
<br />
http://www.corporateregistries.ca]]></description>
 <category>General</category>
<comments>http://www.corporateregistries.ca/Blog/index.php?itemid=55</comments>
 <pubDate>Sat, 27 Feb 2010 16:25:25 -0500</pubDate>
</item><item>
 <title>Ontario Incorporation Service in 1 Hour $99</title>
 <link>http://www.corporateregistries.ca/Blog/index.php?itemid=54</link>
<description><![CDATA[<b>Ontario Incorporation Service in1 hour $99.99 </b><br />
<br />
CorporateRegistries.ca incorporates your new company in Ontario in 1 Hour, according to the provisions of the Ontario Business Corporation Act. and provides all the documents your new Ontario corporation will need to keep your new corporation up-to-date and in compliance with the Ontario Business Corporation Act.<br />
<br />
<a href="http://www.corporateregistries.ca">http://www.corporateregistries.ca</a><br />
<br />
<b>Why Should I Incorporate?</b><br />
<br />
<b>Separate Legal Entity</b><br />
<br />
The act of incorporating creates a legal entity called a corporation, commonly referred to as a "company." A corporation has the same rights and obligations under Canadian law as a natural person. Among other things, this means it can acquire assets, go into debt, enter into contracts, sue or be sued, and even be found guilty of committing a crime. A corporation's money and other assets belong to the corporation and not to its shareholders.<br />
When a business is incorporated, its separate legal status, property, rights and liabilities continue to exist until the corporation is dissolved, even if one or more shareholders or directors sell their shares, die or leave the corporation.<br />
<br />
<b>Limited Liability</b><br />
<br />
The act of incorporation limits the liability of a corporation's shareholders. This means that, as a general rule, the shareholders of a corporation are not responsible for its debts. If the corporation goes bankrupt, a shareholder will not lose more than his or her investment (unless the shareholder has provided personal guarantees for the corporation's debts). Creditors also cannot sue shareholders for liabilities (debts) incurred by the corporation, even though shareholders are owners of the corporation. Note, however, that if a shareholder has another relationship with the corporation —; for example, as a director —; then he or she may, in certain circumstances, be liable for the debts of the corporation.<br />
<br />
<b>Lower Corporate Tax Rates</b><br />
<br />
Because corporations are taxed separately from their owners, and the corporate tax rate is generally lower than the individual tax rate, incorporation may offer you some fiscal advantages. However, we strongly suggest that you ask a lawyer or accountant to help you assess whether incorporating might save you money.<br />
<br />
<b>Greater Access to Capital</b><br />
<br />
It is often easier for corporations to raise money than it is for other forms of business. For example, while corporations have the option of issuing bonds or share certificates to investors, other types of businesses must rely solely on their own money and loans for capital. This can limit the ability of a business to expand.<br />
Corporations are also often able to borrow money at lower rates than those paid by other types of businesses, simply because financial institutions and other sources of financing tend to see loans to corporations as less risky than those given to other forms of enterprise.<br />
<br />
CorporateRegistries.ca incorporate Companies in Ontario in 1 Hour.<br />
<br />
For more information, or to incorporate NOW your new Company in Ontario in 1 hour,please visit our website at:<br />
<br />
<a href="http://www.corporateregistries.ca">http://www.corporateregistries.ca</a>]]></description>
 <category>General</category>
<comments>http://www.corporateregistries.ca/Blog/index.php?itemid=54</comments>
 <pubDate>Sat, 27 Feb 2010 16:13:29 -0500</pubDate>
</item><item>
 <title>Business Structures in Ontario</title>
 <link>http://www.corporateregistries.ca/Blog/index.php?itemid=52</link>
<description><![CDATA[How you structure your business will depend on the nature of your business, your resources and your business goals. The following is a brief description of the different business structures in Ontario to consider:<b>Sole Proprietorship </b><br />
<br />
A sole proprietorship is the simplest way to carry on business. A sole proprietorship exists when an individual carries on business for his or her own benefit without using any other form of business organization or involving any other individuals other than as employees.<br />
<br />
There are no set-up fees and no separate income reporting requirements for sole proprietorships. The owner or proprietor is fully liable for all of the debts and obligations of the business, and declares the business income or losses on his or her personal income tax. In Ontario, when a sole proprietor carries on business under a name other than their own, they must register the name with the Ontario Ministry of Government Services.<br />
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<b>CorporateRegistries.ca simplifies to the maximum the task of registering a new business name in Ontario, by offering an easy on-line business name registration service in 1 hour.</b><br />
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<a href="http://www.corporateregistries.ca/Ontario_business_name_registration_services.html">http://www.corporateregistries.ca/Ontario_business_name_registration_services.html</a><br />
<br />
<b>Partnership</b><br />
<br />
A Partnership is a relationship in which two or more persons (whether individuals or corporations) carry on business together with a view to making a profit. Similar to a sole proprietorship, the partners carry on business themselves directly; the partnership is not a legal entity separate from its partners. A partnership agreement establishes the terms of the business and protects the partners in the event of disagreement or dissolution of the business. In Ontario, a partnership must be registered with the Ministry of Government Services.<br />
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General Partnership - In a general partnership, all partners share in the management of the partnership. Each is personally liable for the debts and obligations of the partnership and for the consequences of the actions of the other partners.<br />
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Limited Partnership - In a limited partnership, the liability of the "general" partners is unlimited, while the liability of the "limited" partners is limited to the amount which that partner contributed to the partnership.<br />
<br />
<b>CorporateRegistries.ca simplifies to the maximum the task of registering a new partnerhip  in Ontario, by offering an easy on-line business name registration service in 1 hour.</b><br />
<br />
<a href="http://www.corporateregistries.ca/Ontario_business_name_registration_services.html">http://www.corporateregistries.ca/Ontario_business_name_registration_services.html</a><br />
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<br />
<b>Corporations</b><br />
<br />
A corporation is an entity that is entirely separate from its owners (the shareholders). The owners are therefore not personally liable for the debts and obligations of the business. A corporation can be formed at a federal or provincial level, and is identified by one of the following terms in its name: Limited, Ltd., Incorporated, Inc., Corporation, or Corp.<br />
<br />
Private Corporations - A private corporation can be formed by one or more persons. A majority of its directors must be Canadian residents. If none of the directors reside in the province in which it does business, the corporation must appoint a Power of Attorney who resides in the province. A private corporation cannot sell shares or securities to the general public.<br />
<br />
Public Corporations - Generally, a "public" corporation is one that offers its securities to the public. If a corporation intends to distribute securities to the public in Ontario, it must comply with the prospectus requirements outlined in the Ontario Securities Act.<br />
<br />
<b>CorporateRegistries.ca simplifies to the maximum the task of incorporating a new company  in Ontario, by offering an easy Ontario on-line incorporation service in 1 hour.</b><br />
<br />
<a href="http://www.corporateregistries.ca/Ontario_incorporation_services.html">http://www.corporateregistries.ca/Ontario_incorporation_services.html</a><br />
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]]></description>
 <category>General</category>
<comments>http://www.corporateregistries.ca/Blog/index.php?itemid=52</comments>
 <pubDate>Sat, 27 Feb 2010 16:04:23 -0500</pubDate>
</item><item>
 <title>Keeping Your Canada Corporation in Good Standing</title>
 <link>http://www.corporateregistries.ca/Blog/index.php?itemid=48</link>
<description><![CDATA[<b>Keeping Your Canada Corporation in Good Standing. </b><br />
<br />
To make sure that your corporation continues to benefit from incorporation under the CBCA or provincial business corporation act, you need to fulfill certain requirements on an annual or occasional basis.<b>1.1 Filing an Annual Return</b><br />
<br />
The Annual Return is a document that provides information about your corporation. This information lets Corporations Canada make sure that your corporation complies with certain requirements of the CBCA. It also allows Corporations Canada to maintain its database of federal corporations.<br />
<br />
Every corporation must submit an Annual Return every year to Corporations Canada within 60 days after its anniversary date. The anniversary date is the date the corporation was created or the date the corporation first came under the jurisdiction of the CBCA (i.e. The date of incorporation, amalgamation or continuance). For a corporation that has been revived, the anniversary date remains the date it was created (i.e. the date of incorporation, amalgamation or continuance). For the purposes of filing the Annual Return, the anniversary date consists of the month and day of the month.<br />
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The anniversary date is generally found at the bottom, right-hand corner of the corporation’s Certificate of Incorporation, Amalgamation or Continuance.<br />
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<b>1.2 Failure to file an Annual Return</b><br />
<br />
A corporation is deemed not to be in good standing with the CBCA if it:<br />
<br />
&#9632; fails to file its Annual Return for a period of one year;<br />
&#9632; fails to pay the required fees; and/or<br />
&#9632; submits an incomplete return.<br />
<br />
Corporations Canada has the power to dissolve a corporation that has not complied with certain requirements of the CBCA. In such cases, Corporations Canada sends a notice to the corporation and its directors advising them of the Director’s intention to dissolve the corporation. If the corporation does not respond, or its response is inadequate, the Director will issue a certificate of dissolution following the expiration of the deadline stated in the notice.<br />
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It is possible to revive a corporation after dissolution. To do so, the corporation, or an interested party (such as a creditor or a shareholder), must file Articles of Revival and pay the fee.<br />
<br />
<b>CorporateRegistries.ca helps federal and provincial corporations prepare their annual corporate returns online. This service will allow you to file your Annual Report online. For more information:</b><br />
<br />
<a href="http://www.corporateregistries.ca/Canada_annual_report_filing_services.html"></a><br />
<br />
<b>1.3 Change of Address of a Registered Office</b><br />
<br />
Moving the registered office within the province or territory indicated in the articles, Your corporation must notify Corporations Canada (for Federal Companies) or your Provincial Registries office (For Provincial Corporations) of any change to its registered office address (e.g. if the corporation moves) within 15 days following the change. <br />
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The corporation must also provide the new mailing address, if any. This notification is important because it allows Corporations Canada to communicate with you. For example, we may send you a reminder notice concerning the Annual Return, or information on legislative amendments that could affect your corporation. If you do not notify Corporations Canada of the change of address, your corporation will be considered not to have complied with the CBCA. In such cases, Corporations Canada may impose appropriate penalties, as provided by the CBCA.<br />
<br />
Moving the registered office into another province or territory other than the one indicated in the articles If you move your registered office to another province or territory other than the one indicated in the Articles, you must amend your Articles. To do this, you must file Articles of Amendment and pay the $200 fee. You must also file the Change Regarding the Registered Office form.<br />
<br />
If the mailing address is different from the registered office address, you will need to include that address when filing the change to the registered office address.<br />
<br />
<b>CorporateRegistries.ca helps Canada Federal and Provincial corporations to file Notice of Change of Registered Address with the Canada Federal or provincial corporate registries office.</b><br />
<br />
<a href="http://www.corporateregistries.ca/Canada_Filing_Notice_Of_Change_Of_Registered_Address.html">http://www.corporateregistries.ca/Canada_Filing_Notice_Of_Change_Of_Registered_Address.html </a><br />
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<b>1.4 Changes Regarding Directors</b><br />
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You must notify Corporations Canada or your provincial registries office of any change in the board of directors within 15 days following the change:<br />
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&#9632; when new directors are appointed, or<br />
&#9632; when individuals cease to be directors.<br />
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You must also notify Corporations Canada or your provincial registries office of any change of residential address of a director within 15 days of being informed of the change. Note that directors must notify the corporation of a change in their residential address within 15 days after moving.<br />
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The names of a corporation’s directors are public information. You should ensure that Corporations Canada or your provincial registries office has up-to-date information on file so that other directors, shareholders and third parties can send materials to or serve notice on current directors.<br />
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Although Corporations Canada or provincial registries office does not publish the residential addresses of directors on its website, this information is available by writing to Corporations Canada or your provincial registries office.<br />
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If a corporation does not notify Corporations Canada of changes regarding its directors (including a change of residential address), Corporations Canada will consider the corporation to be not in compliance with the CBCA and may impose penalties as allowed by the Act.<br />
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If the number of directors changes from the number indicated in your corporation’s Articles of Incorporation, you must amend your Articles of Incorporation by filing Articles of Amendment and paying a fee of $200. You must also file the Changes Regarding Directors form.<br />
<br />
CorporateRegistries.ca helps Canada Federal and provincial corporations to file Notice of Change of Director with the Canada Federal corporate registries office. For more information<br />
<br />
<a href="http://www.corporateregistries.ca/Canada_Filing_Notice_Of_Change_Of_Director.html">http://www.corporateregistries.ca/Canada_Filing_Notice_Of_Change_Of_Director.html </a><br />
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<b>2.Other Obligations of the Corporation</b><br />
<br />
<br />
<b>2.1 Corporate Records</b><br />
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Your corporation must keep certain corporate records at its registered office or at some other location elsewhere in Canada as set out by the directors.<br />
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Upon request, a corporation’s shareholders and creditors (such as suppliers) may examine the following records:<br />
<br />
&#9632; Articles of Incorporation, by-laws and their amendments and any unanimous shareholder agreements;<br />
&#9632; minutes of meetings and resolutions of shareholders;<br />
&#9632; copies of certain forms that have been filed, for example Initial Registered Office Address and First Board of Directors, Change of Registered Office Address and Changes Regarding Directors; and<br />
&#9632; a share register showing the names and addresses of all shareholders and details of shares held. <br />
<br />
The corporation must also prepare and maintain accounting records. Although there is no requirement for these accounting records to be available for consultation by shareholders, financial statements must be available for consultation. This ensures that shareholders can obtain information about the financial situation of the corporation, so that they are able to make appropriate decisions regarding the corporation.<br />
<br />
<b>2.2 Appointment of Auditors</b><br />
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At the shareholders’ meeting, shareholders must, by ordinary resolution, appoint an auditor to audit the corporation’s financial statements. However, shareholders may decide by a unanimous resolution (voting and non-voting shares) not to appoint an auditor.<br />
<br />
The requirement for an auditor increases the reliability of the financial statements and improves protection for stakeholders.<br />
<br />
<b>2.3 Financial Statements</b><br />
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A corporation must prepare financial statements. There is no requirement to file these statements with Corporations Canada or your provincial registries office. Financial statements must be prepared in accordance with the Generally Accepted Accounting Principles, as set out in the Canadian Institute of Chartered Accountants Handbook.<br />
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You must provide copies of your financial statementsto your shareholders at least 21 days before your corporation’s annual meeting each year.<br />
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<b>2.4 Shareholders’ Meetings</b><br />
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The CBCA and Provincial Business Corporations Act,  states that a corporation “... must hold a shareholders’ meeting on a date that is no later than 15 months after holding the last preceding annual meeting, but no later than six months after the end of its preceding financial year.” Alternatively, shareholders may pass a resolution in lieu of meeting. A resolution in lieu of a meeting may be useful for small corporations that have only one or a few shareholders.<br />
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The shareholders’ meeting (or resolution in lieu of a meeting) allows shareholders to obtain information about the corporation’s business and to make appropriate decisions regarding this business. The date of the meeting, or of the resolution, must be indicated on your Annual Return.<br />
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<b>2.5 Agenda</b><br />
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At minimum, the agenda of an annual meeting must include the following items:<br />
<br />
&#9632; consideration of the financial statements;<br />
&#9632; appointment of an auditor (or a resolution of all shareholders not to appoint an auditor); and<br />
&#9632; election of directors. <br />
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Often, the agenda includes an additional item, “any other business.”  This portion of the meeting allows shareholders to raise any other issues of concern to them. If directors want shareholders to consider a matter, it should be listed in the agenda prior to the meeting and not raised as “any other business.”<br />
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<b>2.6 Calling a shareholders’ meeting</b><br />
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The directors must notify voting shareholders of the time and place of a shareholders’ meeting. They must do so no more than 60 days and no fewer than 21 days before the meeting date. For example, if the meeting is to be held on May 20, the notice of the meeting should be sent no earlier than March 22 and no later than April 30.<br />
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Unless otherwise provided by the by-laws or the articles, this notice can be sent electronically to shareholders if they have previously consented to receiving such notices electronically and if they have designated a system for receiving them. <br />
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<b>2.7 Location of the shareholders’ meeting</b><br />
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The annual meeting may be held in Canada at a place specified in the by-laws. Or, if the by-laws do not specify a location, directors may choose one. An annual meeting may be held outside Canada only in cases where the corporation’s articles permit it or if all voting shareholders agree.<br />
<br />
Also, where the corporation’s by-laws permit it, the directors of a corporation may decide that a meeting of shareholders will be held entirely by means of a telephonic, electronic or other communication means that will permit all participants to communicate adequately with each other during the meeting. In such cases, it is the responsibility of the corporation to make these facilities available. <br />
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Unless otherwise provided by the by-laws, a corporation can allow shareholders to attend the meeting electronically. The communications system used must permit all participants to communicate adequately with each other during the meeting.<br />
<br />
<br />
<b>2.8 Other requirements of the shareholders’ meeting</b><br />
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<b>Quorum</b><br />
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Unless a quorum of shareholders is present or represented at annual or special shareholders’ meetings, no business that is binding on the corporation can be conducted. A quorum is present at a meeting when the holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy, regardless of the number of persons actually present at the meeting. Note, however, that a corporation’s by-laws can provide for a different type of quorum.<br />
<br />
<b>Electronic voting</b><br />
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Unless the corporation’s by-laws specifically forbid it, electronic voting is allowed, as long as it is possible to verify the vote without knowing how each shareholder voted.<br />
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<b>Minutes of the meeting</b><br />
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The corporation must keep a written record of the meeting. This record usually includes such information as:<br />
<br />
&#9632; where and when the meeting was held;<br />
&#9632; who attended; and<br />
&#9632; the results of any voting.<br />
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These records are commonly referred to as the “Minutes” of the meeting and are kept in the corporation’s Minute Book.<br />
<br />
<b>Special Meetings</b><br />
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Shareholders may also be called to special meetings. The notice for a special meeting must state the time and place of the meeting and provide shareholders with enough information in advance so that they know what they will be asked to consider and vote on at the meeting.<br />
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Agendas for special meetings of shareholders usually deal with specific questions or issues, such as whether to approve a fundamental change proposed by the corporation’s directors. A fundamental change could include such actions as amending the Articles of Incorporation to change the corporation’s name.<br />
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Generally, a corporation’s directors will call a special meeting of the shareholders when they would like to undertake a particular activity or to consider a special issue that requires shareholder approval.<br />
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It is often convenient to combine special meetings with annual meetings. The notice for such a meeting must clearly indicate what special business will be considered.<br />
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<b>3. Organizing Your Corporation: The Directors</b><br />
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<b>3.1 Your Corporation’s Board of Directors</b><br />
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Your corporation must have at least one director. The number of directors is specified in your Articles of Incorporation. Shareholders elect directors at the shareholders’ meeting by a majority of votes. An individual may be the only shareholder, the only director and the only officer.<br />
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<b>3.2 Who Can Be a Director?</b><br />
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A director must be:<br />
<br />
&#9632; at least 18 years old;<br />
&#9632; of sound mind (i.e. not a person a court has determined to be of unsound mind);<br />
&#9632; an individual (a corporation cannot be a director); and<br />
&#9632; not in bankrupt status.<br />
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Ordinarily, at least 25 percent of the directors of a corporation must be resident Canadians. However, if a corporation has fewer than four directors, then at least one of them must be a resident Canadian. In addition, corporations operating in sectors subject to ownership restrictions (such as airlines and telecommunications) or corporations in certain cultural sectors (such as book retailing, video or film distribution) must have a majority of resident Canadian directors.<br />
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Directors may hold shares of a corporation where they are directors. However, the directors of a corporation are not required to hold shares in the corporation unless the Articles of Incorporation make this a requirement for the directors.<br />
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<b>3.3 Mandate of the Directors and Vacancy on the Board of Directors</b><br />
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The directors may be elected for terms of up to three years. The length of the mandate of the directors can be set out in the by-laws. If no term is stated, directors hold office until the next meeting of shareholders. Directors need not all be elected at the same time or for the same length of time. A director whose term has expired can be re-elected as a director.<br />
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Persons who have been nominated as directors, and who are present at the shareholders’ meeting are deemed to have consented to serve as directors, unless they refuse.<br />
However, if they are not present at the meeting, they must either: 1) consent to their election, in writing, within 10 days of their election, or 2) act as a director after the election.<br />
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Also, a director’s term ends when he or she:<br />
<br />
&#9632; resigns;<br />
&#9632; dies; or<br />
&#9632; is disqualified/removed by the shareholders. If a vacancy occurs, the members of the board of directors may continue to exercise all the powers of directors as long as the number of remaining elected directors constitutes a quorum (the minimum number of directors required at a meeting, as specified in your corporation’s by-laws).<br />
<br />
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It is also possible for the remaining directors to name one or more additional directors between shareholder meetings unless the Articles of Incorporation stipulate that vacancies can only be filled following a vote by shareholders.<br />
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Shareholders may remove a director they had previously elected, for a variety of reasons. Removing a director is a simple procedure that generally requires the approval of a majority of votes represented at a meeting of shareholders called for the purpose of removing the director.<br />
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<b>3.4 Meetings of the Board of Directors</b><br />
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Most boards of directors meet on a regular basis to oversee the business operations of the corporation.<br />
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Such meetings may be held monthly, quarterly or annually, depending on the needs of the corporation. Directors may also need to meet occasionally to conduct special business.<br />
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Meetings of the board can be held whenever and wherever the board wishes, unless the corporation’s by-laws or Articles say otherwise. In all cases, however, a quorum of directors must be present.<br />
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Directors may conduct business through signed resolutions instead of meetings. Note, however, that in such situations the signatures of all directors are required. These signed resolutions have the same value as they would have if they were adopted at a meeting of the<br />
board of directors. This way of conducting the business of the corporation can be very useful for small companies with only one or a few directors.<br />
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Note that it is also possible for one or more directors to participate in a meeting by telephone or electronically, as long as the corporation’s by-laws permit it and as long as all participants in the meeting can communicate fully.<br />
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<b>3.5 Duties of Directors</b><br />
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The shareholders expect and trust the directors to conduct the corporation’s business in a way that will preserve and enhance the shareholders’ investment. <br />
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Directors are responsible for supervising the activities of the corporation and for making decisions regarding those activities. Although some decisions made by the directors require the approval of shareholders, other important decisions can be made without such approval. Here are some examples of these decisions and the level of approval they require:<br />
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<br />
<b>Decision </b>                                                           <br />
Approval of financial statements                           <br />
<br />
<b>Requires shareholder approval?</b><br />
NO<br />
<br />
<b>Decision </b> <br />
Creating, changing and revoking by-laws <br />
at a shareholders’ meeting                                   <br />
<br />
<b>Requires shareholder approval?</b><br />
YES<br />
<br />
<b>Decision </b> <br />
Authority to issue shares                                      <br />
<b>Requires shareholder approval?</b><br />
NO<br />
<br />
<b>Decision </b><br />
Calling board of directors’ meetings                       <br />
<br />
<b>Requires shareholder approval?</b><br />
NO<br />
<br />
<b>Decision </b><br />
Calling shareholders’ meetings                              <br />
<br />
<b>Requires shareholder approval?</b><br />
NO<br />
<br />
<b>Decision </b><br />
Nominating directors                                            <br />
<br />
<b>Requires shareholder approval?</b><br />
NO<br />
<br />
<b>Decision </b><br />
Amending the Articles of Incorporation                  <br />
<br />
<b>Requires shareholder approval?</b><br />
YES<br />
<br />
<br />
<b>3.6 Making By-Laws</b><br />
<br />
Unless your corporation’s by-laws state otherwise, the directors have the power to make, repeal and amend the by-laws. Every new by-law and any by-law change (including the repeal of a by-law) requires shareholder approval at the first regular meeting of shareholders after the directors have passed the new or amended by-law. The effective date of a by-law is the date it is passed by the directors, not the date of approval by shareholders.<br />
<br />
<b>3.7 Appointing Officers</b><br />
<br />
The officers of a corporation are responsible for the day-to-day operation of the corporation. Officers are appointed by the directors and, together with the directors, form the management of the corporation. Officers can fill any position in the corporation that directors want them to fill (president, secretary or any other position).<br />
<br />
Any individual can be an officer of your corporation. Officers may or may not be shareholders, and they may or may not also be directors of the corporation. One person could act as a director, officer and shareholder simultaneously. For many small businesses, one individual is the sole director, the sole officer and the sole shareholder.<br />
<br />
<b>3.8 Duties and Liabilities of Directors and Officers</b><br />
<br />
Because the scope of authority of the corporation’s management (the directors and officers) is so broad, the law imposes a wide range of duties and liabilities on them. In general, these duties and liabilities reflect the position of trust that directors and officers hold in relation to the corporation and its owners, the shareholders.<br />
<br />
While many of the duties and liabilities of directors and officers are prescribed under the CBCA, others are set out in other federal and provincial/territorial statutes, and still others result from court decisions.<br />
<br />
<b>3.9 Duty of care</b><br />
<br />
One of the most important duties set out for directors and officers of a corporation in the CBCA is the duty of care. Duty of care requires that, in carrying out their functions, the directors and officers must exercise at least the level of care and diligence that a reasonable person would exercise in similar circumstances; and they must at all times act honestly, in good faith and in the best interests of the corporation as opposed to their own personal interests.<br />
<br />
<br />
<b>3.10 Remaining informed</b><br />
<br />
A corporation’s directors and officers cannot avoid liability on the grounds that they did not know what the corporation was doing. In fact, under the CBCA, or provincial registries office within the scope of their authority, each director and officer has, at all times, an obligation to remain informed about the corporation’s activities and to ensure that the corporation’s activities are legal and in the best interests of the corporation.<br />
<br />
Directors may rely on expert reports, such as financial statements or legal opinions, in certain circumstances. Directors are not liable if they exercise the same degree of care, diligence and skill that a reasonable, prudent person would exercise in comparable circumstances.<br />
<br />
<br />
<b>3.11 Preventing conflicts of interest</b><br />
<br />
The CBCA or provincial business corporation act tries to prevent conflicts between the interests of the corporation and those of the directors or officers.<br />
<br />
For example, directors and officers must disclose in writing any personal interest they may have in a contract with the corporation. Failure to make such a disclosure could result in a court setting aside the contract upon application by the corporation or a shareholder.<br />
<br />
<b>3.12 Specific liabilities</b><br />
<br />
The CBCA or provincial business corporation act also imposes certain specific liabilities on directors and officers of a corporation. In certain circumstances, directors are liable for up to six months’ worth of unpaid wages to employees of the corporation, as well as for any unpaid source deductions.<br />
<br />
<b>3.13 Protection from liability</b><br />
<br />
With this in mind, you may want to consider putting in place some of the following methods that have been developed to protect directors and officers of corporations from certain liabilities that could be imposed upon them.<br />
<br />
For example, your corporation could:<br />
<br />
&#9632; purchase insurance to protect directors and officers against liabilities incurred in the exercise of their duties;<br />
&#9632; agree to compensate directors and officers for losses they may suffer or costs they may incur while carrying out their duties — except where the director or officer has failed to act honestly and in the corporation’s best interests; or<br />
&#9632; in certain circumstances, advance funds to directors and officers to help them pay the costs of defending themselves in legal actions brought against them.<br />
<br />
Note, however, that in cases where directors or officers fail to defend themselves successfully, they are required to repay the corporation for these advances. <br />
<br />
Directors must at all times remain free to assess the best interests of the corporation and to act on this assessment. For this reason, directors may not agree among themselves in advance how they will act in a given situation.<br />
<br />
However, shareholders may enter into unanimous shareholder agreements that transfer some or all of a specific director’s responsibilities and powers to the shareholders.<br />
<br />
In such cases, since the power or powers have been transferred away from the director, that director cannot be held responsible for not exercising that power. <br />
<br />
<br />
<b>4. Organizing Your Corporation: The Shareholders</b><br />
<br />
<br />
A person who owns shares in a corporation is called a shareholder. Generally speaking and unless the articles provide otherwise, each share in the corporation entitles the holder to one vote. The larger the number of shares a shareholder holds, the larger the number of votes the shareholder can exercise. The Articles of Incorporation describe the rights attached to each category of shares.<br />
<br />
4.1 The Shareholders<br />
<br />
Becoming and ceasing to be a shareholder A person becomes a shareholder by buying shares, either from the corporation or from an existing shareholder.<br />
<br />
For example, a person may:<br />
<br />
&#9632; purchase shares not previously issued by the corporation (referred to as “buying shares from treasury”), either on incorporation or later; or<br />
&#9632; buy shares from an existing shareholder (according to the terms set out in the Articles of Incorporation) and have the corporation register the transfer. <br />
<br />
A person ceases to be a shareholder once his or her shares are sold either to a third party or back to the corporation (in accordance with the terms of the Articles of Incorporation) or when the corporation is dissolved. Please note that there is no need to notify Corporations Canada when a person becomes or ceases to be a shareholder.<br />
<br />
<b>4.2 Rights and responsibilities of shareholders</b><br />
<br />
After paying for their shares, shareholders have the right to:<br />
<br />
&#9632; vote at the shareholders’ meeting (according to the class of shares);<br />
&#9632; share in the profits (dividends) of the corporation (according to the class of shares);<br />
&#9632; share in the property of the corporation upon dissolution;<br />
&#9632; be called to and participate in shareholders’ meetings;<br />
&#9632; elect and dismiss directors;<br />
&#9632; approve by-laws and by-law changes;<br />
&#9632; appoint the auditor of the corporation (or waive the requirement for an auditor);<br />
&#9632; examine and copy corporate records, financial statements and directors’ reports;<br />
&#9632; receive the corporation’s financial statements at least 21 days before each annual meeting; and<br />
&#9632; approve major or fundamental changes (such as those affecting a corporation’s structure or business activities).<br />
<br />
The shareholders’ liability in a corporation is limited to the amount they paid for their shares; shareholders are usually not liable for the corporation’s debts. At the same time, shareholders usually do not actively run the corporation.<br />
<br />
<b>4.3 Shareholder Resolutions</b><br />
<br />
Shareholders exercise most of their influence over how the corporation is run by passing resolutions at shareholders’ meetings. Decisions are made by ordinary, special or unanimous resolutions.<br />
<br />
<br />
<b>4.4. Ordinary resolutions require a simple majority (50 percent plus 1) of votes cast by shareholders.</b><br />
<br />
For example, shareholders usually make the following decisions by ordinary resolutions:<br />
<br />
&#9632; elect directors;<br />
&#9632; appoint auditors; and<br />
&#9632; approve by-laws and by-law changes. <br />
<br />
<b>4.5 Special resolutions </b> must have the approval of two thirds of the votes cast. For example, shareholders usually make the following decisions by special resolutions:<br />
<br />
&#9632; fundamental changes, for example, amending the corporation’s name; amending the articles<br />
regarding such matters as the province of registered office; restrictions on share transfer restrictions on activities; and changes involving such matters as amalgamation dissolution and continuance; and<br />
&#9632; selling all, or substantially all, of the corporation’s assets.<br />
<br />
<br />
<b>4.6 Unanimous resolutions </b> must have the approval of all votes cast. For example, where shareholders agree to not appoint an auditor, the decision must be unanimous.<br />
<br />
<b>4.7 Shareholders’ Meetings</b><br />
<br />
Shareholders who are entitled to vote can attend an annual shareholders’ meeting. A notice of this meeting is sent not more than 60 days and not less than 21 days before the meeting date. For example, if the meeting is to take place on May 20, the notice should be sent no sooner than March 22 and no later than April 30.<br />
<br />
<b>First Meeting of Shareholders.</b><br />
<br />
At the shareholders’ meeting, the shareholders:<br />
<br />
&#9632; appoint an auditor or waive the appointment of an auditor;<br />
&#9632; elect directors;<br />
&#9632; consider the corporation’s financial statements; and<br />
&#9632; raise any other business they wish to address.<br />
<br />
A shareholder’s right to attend and vote at a meeting depends on the rights attached to the class of shares that person holds. As a general rule, shareholders who are entitled to vote at a meeting are entitled to attend the meeting.<br />
<br />
(The CBCA gives holders of non-voting shares the right to attend certain meetings and vote on certain fundamental issues. These issues are not addressed in this guide.)<br />
<br />
<b>Shareholders may also be called to special meetings.</b><br />
<br />
The notice for a special meeting must:<br />
<br />
&#9632; state the time and place of the meeting; and<br />
&#9632; provide shareholders with enough information so that they will know in advance what they will be asked to consider and vote on at the meeting.<br />
<br />
<br />
<b>4.8 Shareholder Agreements</b><br />
<br />
A shareholder agreement is an agreement entered into by some, and usually all, of the shareholders of a corporation.<br />
<br />
The agreement must be in writing, and must be signed by the shareholders who are a party to it. While shareholder agreements are specific to each company and its shareholders, most of <br />
these documents deal with the same basic issues.<br />
<br />
The CBCA and provincial business corporations act allows shareholders to enter into written agreements that restrict the powers of the directors to manage or supervise the management of the corporation in whole or in part. However, when shareholders decide, through an agreement, to assume the rights, powers and duties of directors, they should be aware that they are also agreeing to assume the liabilities of those directors to an equal degree.<br />
<br />
The relationship among shareholders in a small corporationtends to be very much like a partnership, with each person having a say in the significant business decisions the company will be making. Obviously, a shareholder agreement is not necessary in a one-person corporation. However, you may consider entering into a shareholder agreement if you have more than one shareholder or when you want to bring in other investors as your business grows.<br />
<br />
<b>4.9 Management of the corporation and relations among shareholders</b><br />
<br />
Under the CBCA or provincial business corporation act, in the absence of a shareholder agreement, the board of directors has control over the management of the corporation. Because directors are elected by ordinary resolution of the shareholders, if one shareholder has more than 50 percent of the votes, that shareholder alone can decide who will sit on the board. In a small corporation, minority shareholders (those with a small stake in the corporation) may not feel adequately protected by a board of directors elected by a majority shareholder and may want to negotiate a shareholder agreement that better protects their investment in the corporation.<br />
<br />
A very common shareholder agreement provision for a small corporation is one that gives all the shareholders the right to sit on the board of directors or nominate a representative for that purpose. Each shareholder agrees in the document to vote his or her shares in such a way that each one is represented on the board, thus ensuring all shareholders an equal measure of control.<br />
<br />
Shareholder agreements may also provide that certain significant decisions require a higher level of shareholder approval than is set out in the CBCA. For example, an agreement might provide that a decision to sell the business must be approved unanimously by all shareholders,<br />
whereas the CBCA requires only a special resolution (approval by two thirds of shareholders).<br />
<br />
Shareholder agreements may set rules directing how the future obligations of the corporation will be shared or divided. For instance, each shareholder invests a minimal amount to get the business going, looking to bank loans or other credit for growth. The shareholders may agree that, when other means of raising funds are not available, each shareholder will contribute more funds to the corporation on a pro rata basis. This means simply that the extent of a shareholder’s obligation to fund the corporation would be determined by the extent of that shareholder’s ownership interest (the percentage of shares held) in the corporation. So, three equal partners starting a corporation (with equal shares held by each) might sign a shareholder agreement that each will be responsible to fund one third of any future obligations<br />
of the company through the purchase of more shares.<br />
<br />
Other rules often found in shareholder agreements govern the future purchase of shares in a corporation when no funding is needed. In such a case, the shareholders could agree to maintain the same percentage of holdings among themselves. Three equal partners could agree that no shares in the corporation will be issued without the consent of all shareholders/directors. In the absence of such a provision, two shareholders/directors could issue shares by an ordinary or special resolution (because they control two thirds of the votes) to themselves without including or requiring the permission of the third shareholder/director.<br />
<br />
<b>4.10 Restrictions or prohibitions on share transfer</b><br />
<br />
Restrictions on share transfer are used so that shareholders can control who will become a shareholder in their corporation.<br />
<br />
Of course, the most effective way to ensure ownership control is to prohibit share transfers entirely or for a certain period of time (such as five years). This is an extreme measure, however, and is rarely seen.<br />
<br />
Another provision is the right of first refusal, which basically states that any shareholder who wants to sell his or her shares must first offer those shares to the other shareholders of the company before selling them to an outside party.<br />
<br />
Shareholder agreements may also set out rules for the transfer of shares when certain events occur, such as the death, resignation, dismissal, personal bankruptcy or divorce of a shareholder. The restrictions can include detailed plans governing when a shareholder can or<br />
must sell his or her shares, or what happens to those shares after the individual shareholder has left. The shareholder agreement, for example, may require that the shares be transferred to the remaining shareholders or to the corporation, often at fair market value. These provisions are complex and usually set out mechanisms to manage the transfer, including notice and how the transfer price will be funded. Operators of small businesses who enter into agreements with this sort of exit provision sometimes purchase life insurance to fund the payment obligations of the party who will be purchasing the shares.<br />
<br />
Other shareholder agreement provisions may include non-competition clauses, confidentiality agreements, dispute resolution mechanisms and details respecting how the shareholder agreement itself is to be amended or terminated.<br />
<br />
<b>Special agreements</b><br />
<br />
The CBCA or provincial business corporations act also deals specifically with two particular types of shareholder agreements:<br />
<br />
&#9632; Pooling agreements: The CBCA or provincial business corporations act provides that shareholders may, in a written agreement between two or more shareholders, agree on how their respective shares will be voted on any particular matter. Shareholders could enter into an agreement solely for the purpose of determining, for instance, how they will vote their shares to elect directors. Shareholders may also decide to include a pooling provision in a larger shareholder agreement.<br />
<br />
&#9632; Unanimous shareholder agreements: The CBCA or provincial business corporations act also permits all of the shareholders of the corporation to use a written agreement, to transfer all or some of the powers of the directors to the shareholders. Where there is only one shareholder, that person may sign a written declaration that has the same effect as a unanimous shareholder agreement. The wording must be very precise: an agreement signed by all of the shareholders does not fit the definition of a unanimous shareholder agreement if it does not deal with the transfer of powers, and the responsibilities that go along with them, from the directors to the shareholders.<br />
<br />
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 <category>Getting Started</category>
<comments>http://www.corporateregistries.ca/Blog/index.php?itemid=48</comments>
 <pubDate>Sat, 27 Feb 2010 14:08:34 -0500</pubDate>
</item><item>
 <title>Marketing Your Business</title>
 <link>http://www.corporateregistries.ca/Blog/index.php?itemid=46</link>
<description><![CDATA[<a href="http://www.corporateregistries.ca">By CorporateRegistries.ca</a><br />
<br />
Marketing is essential for your business survival and growth. Your business needs to offer goods and/or services that are unique, if it is to stay ahead of increasing global competition. Marketing is the main element to accomplish this and it needs to be managed the same way you manage other parts of your business. The following steps will help you develop a plan to market your business. <b>What is Marketing?</b><br />
<br />
Marketing is a much misunderstood concept. People often confuse it with selling or advertising, but it means much more than that.<br />
<br />
Marketing is an integral part of small business management, for without an adequate market your business will not be profitable. You may have the best product available, but what if no one wants to buy it? Marketing concentrates on customers and what they need (or want). Customers are the essence of marketing - they are the source of sales and profits.<br />
<br />
This information outlines the marketing process. Firstly, market research helps you to identify your potential customers and define their needs and wants, as well as to know your competitors.<br />
<br />
It will also help you develop a marketing plan, which enables you to identify how your business will 'stand out' in the market. An overall plan will ensure that your marketing efforts are co-ordinated and consistent.<br />
<br />
<b>Conducting Market Research</b><br />
<br />
Market research is the process of gathering information to help you make decisions relating to the marketing of your business.<br />
<br />
In formulating you marketing plan, you will need information on:<br />
<br />
    * Your competitors<br />
    * Your potential customers<br />
    * Your product<br />
    * Your costs <br />
<br />
There are two sources where this information can be obtained - secondary data and primary data.<br />
<br />
<b>Secondary data</b> is information that has already been collected/published and that is indirectly related to the problem but will assist the research.<br />
<br />
Examples include:<br />
<br />
    * Company files and sales data & Library resources<br />
    * Universities Catalogues & Statistics Canada<br />
    * Other Government Departments<br />
    * Industry Associations<br />
    * Magazines and trade publications<br />
    * Websites (providing they are reliable sources) <br />
<br />
<b>Primary data</b> is information collected directly to solve the problem facing the business. Examples include:<br />
<br />
    * Interviews<br />
    * Surveys and questionnaires<br />
    * Field work<br />
    * Internal research <br />
<br />
There are many ways to research the market place for your business and they are generally inexpensive. The more you can discover, the greater advantage you have over your competitors and this in turn will give you a good foundation for building a successful business.<br />
<br />
<b>Knowing Your Competition</b><br />
<br />
It is important for your business to know who your competitors are and what you are going to be competing against. To be successful your business needs to develop and sustain a competitive advantage over the competition.<br />
<br />
Take these questions into account:<br />
<br />
* Do you know what your competitors are doing?<br />
* What are your competitors' strengths? Weaknesses?<br />
* What do consumers think about your competitors' products?<br />
* How are you going to position yourself with your competitors? Would it be meeting the competition? Beating the competition? Countering the competition?<br />
* Are you competing on price? Product? Or quality? <br />
<br />
<b>Selecting Your Target Market</b><br />
<br />
Another important issue in marketing is to select your target market of potential customers. That is dividing the market into specific groups so that you can determine the segments that will seek your products and/or services. Your target market needs to be large enough and sustainable, in order to be able to support your business.<br />
<br />
The market can be segmented into different categories including:<br />
<br />
    * Age<br />
    * Gender<br />
    * Occupation<br />
    * Type of employment<br />
    * Income level<br />
    * Home ownership<br />
    * Geographic location<br />
    * Ethnic identity<br />
    * Brand loyalty<br />
    * Education <br />
<br />
Once you have done this, you can then select the target market which best suits your business's sales and aim your marketing focus on these segments.<br />
<br />
<b>The 4 P's</b><br />
<br />
One of the most important aspects of marketing is "the 4 P's" practice. The Four P's include: Product, Place, Price and Promotion. To get the best from your business you will need to implement them together.<br />
<br />
<b>1. Product</b><br />
<br />
You need to understand your customers' (or potential customers) needs and develop your goods and/or services around them. Aspects involved in this could be:<br />
<br />
    * Research and development<br />
    * Features<br />
    * Warranties<br />
    * Packaging <br />
    * Accessories<br />
    * Linked products<br />
    * Quality control <br />
<br />
<b>2. Place</b><br />
<br />
Place not only includes the physical aspect of your business premises but also includes where the goods and/or services are available.<br />
<br />
The following details need to be considered:<br />
<br />
    * Where is the business located geographically?<br />
    * Do people notice it? Is it easy to find?<br />
    * Is it easily accessible for vehicles?<br />
    * Is the building exterior and interior presentable? Remember that first impressions can greatly affect your business!<br />
    * Is the layout suited to the customer when shopping?<br />
    * Are you situated close to your target market for deliveries, distribution, provision of services etc?<br />
    * What other distribution mechanisms do you have for your goods and/or services? <br />
<br />
<b>3. Price</b><br />
<br />
It is important to put the correct value on your goods/services. When deciding on a pricing policy, consider the following:<br />
<br />
    * To make sure your business is viable you need to profit from the prices on your goods/services.<br />
    * Take into account where the product is on the Product Life Cycle (Introduction-Growth-Maturity-Decline), as there may be pricing  adjustments for the different stages.<br />
    * Will your pricing policy cover your overhead costs? It is important to fully understand your costs and set your prices to recoup these costs. <br />
<br />
<b>4. Promotion</b><br />
<br />
Promotion covers advertising, publicity, public relations, personal selling, sales promotion and networking.<br />
<br />
To effectively promote your business, you should consider:<br />
<br />
    * Who is your target market?<br />
    * Where do you want to direct your promotions?<br />
    * What image are you trying to project?<br />
    * What do you want to promote? Price? Product? Quality? Service?<br />
    * What resources do you have to carry out the promotion strategy?<br />
    * What strategy are you going to use?<br />
<br />
          o Advertising?<br />
          o Publicity?<br />
          o Public Relations?<br />
          o Sales Promotion?<br />
          o Networking? <br />
<br />
<b>Developing A Marketing Plan</b><br />
<br />
After conducting your market research and selecting your target market, the next step is to prepare a Marketing Plan. A Marketing Plan is a written policy of a market strategy, how long it is going to take to implement and complete. It needs to include:<br />
<br />
* The marketing mix that is going to be offered (either or all of the 4 P's), to which target market and for how long it is going to be offered.<br />
* What resources are going to be needed and at what rate?<br />
* What results are expected?<br />
* A control, so that it keeps the plan going in the right direction, and not diverting from the original design. <br />
<br />
Your Marketing Plan will be a valuable tool for your business. It is not just buying, selling and advertising, and it will benefit your business financially and in many other ways!]]></description>
 <category>Growing Your Business</category>
<comments>http://www.corporateregistries.ca/Blog/index.php?itemid=46</comments>
 <pubDate>Sat, 28 Mar 2009 21:45:14 -0400</pubDate>
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