Economic Growth is on the Horizon

While it is not predicting the end of the economic recession – the worst since the Second World War, the Canadian government is presenting a bright outlook for the immediate future. The government now thinks that the current year's downturn will be less severe than earlier predictions and growth for 2010 will be stronger. As expected, the Bank of Canada is keeping its key policy rate at 0.25-per-cent – an historic low and has pledged to keep that rate until the spring of 2010.

In a move that has surprised some economists, the central bank has reduced the amount of money available to chartered banks in order to support borrowing and lending. Bank Governor Mark Carney has noted that some banks were not drawing down as much money as the Bank of Canada was making available, Mr. Carney cautiously sees this trend as a strong indicator of improving financial markets.

"Stimulative monetary and fiscal policies, improved financial conditions, firmer commodity prices, and a rebound in business and consumer confidence are spurring domestic demand," according to a recent statement released by the central bank.

Mr. Carney has improved his financial forecast for the Canadian economy. An earlier April forecast of three percent annual contraction has been reduced to 2.3 percent. Similarly, he has increased his 2010 growth projection by half-a-point to 3.5 percent.

While agreeing that the future is looking brighter, leading analysts at several of the nation's leading banks view Mr. Carney's outlook as overly optimistic. Most forecasts in the private sector are limiting growth in 2010 to 2.0 percent.

In any event, Mr. Carney has not changed his opinion that complete economic recovery will not be realized before mid-2011.


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Organizing Your Corporation – The Basics

The internal organization of your corporation is a vital initial step. Even the smallest of companies must adhere to these organizational steps. An orderly beginning will direct you to a well organized business.

Although you were required to list the first members of the corporation's board of directors when you incorporated, this group essentially gets the business "off the ground." At the first meeting of the corporation's shareholders, the permanent directors are elected. While all this may sound rather grandiose for a small company, keep in mind that your rights and obligations are no different than the "major players."

At an early date in the corporation's organization, one of the initial directors will call an organizational meeting. All the initial directors must receive notification in writing at least five days prior to the meeting. The notification must indicate the date, time, and location of the meeting.

What is the purpose of this meeting? Several items, which must appear on the agenda, may be discussed:

• creating by-laws of the corporation (the by-laws have to be ratified by the shareholders at the first annual meeting);
• adoption of forms of security certificates and corporate records;
• appointment of officers;
• authorizing issuance of shares and/or other types of securities;
• appointment of an interim auditor until the shareholders ratify the appointment;
• organize banking protocols; and
• discuss any outstanding pertinent issues.

Keep in mind that it is imperative to keep written minutes of all meetings as well as copies of all documents, agendas, correspondence, etc. An orderly set of records may be very useful for you at a later date. It also may be necessary in the future should there be any need for clarifications by government or other official agencies.

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Annual Requirements of your Canadian Corporation

When your corporation was first established, you were obligated to file certain documents including the Articles of Incorporation. However, in order to maintain your status whereby your corporation benefits from the Canada Business Corporations Act (CBCA), there are certain necessary requirements that must be fulfilled on an annual or periodic basis.

Every registered corporation is responsible for filing an Annual Return. The information contained in this return confirms that your corporation is complying with certain requirements, as outlined when you filed for incorporation. Within 60 days of the corporation's anniversary, the annual date must be filed. The anniversary date appears on the corporation's Certificate of Incorporation. Any of the company's directors, or an agent authorized by the directors, may sign and file the Annual Return.

It is imperative to maintain the good standing of your corporation. Failure to file your Annual Return may result in the company's dissolve by legal order.

If your corporation should move to a new address within the same province or territory, this address change must be registered with the governing agencies within 15 days of the move. Similarly, a change of mailing address of the corporation (not necessarily a physical move of the company) must also be registered. If your corporation moves to a different province or territory, you must amend your Articles of Incorporation.

Changes to the Directors of the corporation must also be registered. These changes include:

• Appointment of new directors;
• End of term of a director;
• Change of address of a director.

It is important to know that the names of a corporation's directors are public information and, therefore, the information must remain current. If the number of directors changes from the original Articles of Incorporation, this change must be registered.

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Adding a Trade Name (DBA) vs. Amending your Corporation Name

Corporations often start a business with one particular activity in mind but as things evolve and change, they want to be able to do business under a different name. Sometimes corporations want to change their legal name while others want to simply do business under a different name without incorporating a new business.

There are a couple options you can evaluate for these type of situations: trade name registration or “a doing business as” (also known as a “DBA”) filing, which will allow your corporation to use a different name, or a name amendment, which would legally change the name of your corporation.

Businesses are allowed to use names other than their legal names to conduct business. There are many terms for doing this, including DBA, which stands for doing business as, fictitious business name, assumed business name, or trade name. If a business uses another name, it must comply with provincial specific name requirements. Check out this video on business names for more info.

Trade name requirements can vary by jurisdiction. Typically, a filing must be made at the provincial level to register the name your business plans to use, and a filing fee paid. All provinces have their own name requirements for trade names. We recommend that you check with your provincial companies office for such requirements.

Once you have registered your trade name, your corporation can begin using that name in addition to its legal name. You may need to advise your bank of this new trade name if you intend on receiving checks under this new trade name. Typically, a copy of the registration will be sufficient. This allows you to have separation within your business, without the formation of a subsidiary. However, if you are considering establishing a subsidiary for other reasons, it is best to seek the advice of a lawyer or accountant.

Another option would be to change the legal name of your corporation. One thing you should consider when doing this is the business purpose on record with the jurisdiction for your corporation. If your articles of incorporation limit the activities of your corporation, amending your name may cause the corporation to extend past its current business purpose. If the business purpose listed in your articles of incorporation is a general clause, such as “all lawful business,” or “no restrictions” then changing your name would still be covered by your business purpose. Where this is an issue, amendments to the business purpose can be done simultaneously to the business name amendment. All incorporations effected through CorporationCentre.ca have no such limitations.

To effect a corporate name amendment to the Articles of Incorporation, the proposed amendment must be authorized by a resolution adopted by the board of directors. The resolution must then be ratified by the shareholders present at a special general meeting, in such percentage as required by the applicable law, at which time the shareholders also authorize one director to sign the Articles of Amendment. Typically, an amendment to the Articles of Incorporation must be confirmed by a greater majority (2/3 or 3/4 depending on the jurisdiction) of the votes cast by the shareholders at a special general meeting.

Moreover, a Name Search Report (for jurisdictions that accept only accept a NUANS report, it must be less than 90 days old) or an actual pre-approval (for jurisdictions like B.C., Manitoba, and Nova Scotia not older than 60 days).

Once this is done, the Articles of Amendment are filed with the relevant jurisdiction office, together with the prescribed government fee and name search report.

The government fees related to filing articles of amendment are as follows:

Jurisdiction Fee

Federal $200
Alberta $150
British Columbia $225
Manitoba $135
NFLD & Labrador $100
New Brunswick $110
Nova Scotia $150
Ontario $150
P.E.I. $260
Quebec $140
Saskatchewan $120

Following the processing of the Articles of Amendment by the government office, A Certificate of Amendment is issued confirming the change of the legal name of the corporation. The change of corporate name becomes effective from the date appearing on the Certificate, does not affect the corporation's rights or obligations.

Starting a Business - Business Registration or Incorporation?

One of the first decisions an entrepreneur or small business owner needs to make when incorporating is what form the business should have. There are generally three options in Canada, namely, sole proprietorship, partnership or corporation.

On our website there is good summary of each kind of Canadian business organization for review. I have also drafted a brief white paper on this topic. Also, I wrote an article about the selection of a business legal form for franchises.

You can also review our videos on YouTube on business registrations (sole proprietorships) and incorporations.

At the end of the day, while most businesses will select incorporation, this may or may not be the best way to start depending on your specific circumstances. As always, a competent lawyer and or tax specialist should be consulted.

Boomers as Entrepreneurs and Temps: Helping the Economy

As many of those in the baby boomer generation contemplate retirement, the workplace will definitely be impacted, but how? Many of them see they have less money saved than expected, be it in a 401K type of account or pension and see the need to return to or continue working.

Even as recruiters suffer due to fewer temporary workers being sought out, recruiting companies like Robert Half International (whose sales fell by 30% at the beginning of 2009) are going after the baby boomers. They are very skilled and ready to work once corporations go back to more hiring. This trend appeared in BusinessWeek as reported by Ali McConnon in their June 30 issue. A greater workforce of experienced individuals can turn around the recruiting industry, since their track record is proven and they need less training. The corporations are willing to pay more for them also.

As temps, the boomers are a worthwhile market for the recruiters since they are more likely to continue as part-timers as opposed to younger workers who just temp until they can find something full-time. As such recruiting companies are seeking out boomers through organizations like the AARP and CARP.

Entrepreneurial Start-ups

Like we have discussed in previous posts, small business looks like it has the potential to succeed in many ways despite the current recession. According to Tony Wanless of the National Post, many North American boomers are aspiring to start businesses as opposed to pursuing leisure activities in their retirements. On the whole they are healthy and have a strong drive to succeed in life. The Ewing Marion Kauffman Foundation that studies entrepreneurship, even sees the 80 million boomers leading the way out of recession.

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Corporation Minute Books - Do I need one when Incorporating?

As a lawyer dealing with small business owners that are starting-up a business on a shoe string budget - Do I really need to have a corporate minute book?

The answer is simple: yes - it is required by law; and no it does not have to be a binder.

Most Canadian laws do not specifically mention a “minute book” but rather of keeping records of specific kinds of information. Most jurisdictions in Canada require corporations, and therefore its directors, to keep records containing the articles and by-laws and any amendments, minutes of meetings and resolutions of shareholders and directors, copies of all notices of change of directors, and securities registers.

Accordingly, it is legally required to maintain these records and information in one place. These records are kept in a “Minute Book” which has the properly named sections and tabs of the records required to keep. Moreover, the maintenance and keeping up to date of the minute book ensures easy access to the desired information especially if there have been many changes over the years. As you grow your business more documents will be inserted in same.

Green Light for Organics Part III

The Price and Profit Factors: Status Matters

Even with a lack of real evidence of its superiority, people do pay more for organic produce, mainly because they believe it to be healthier as well as tastier than its counterpart. Depending on various factors, the prices can be on par with conventional produce and go up to 30% higher.

Because of the regulation/certification, lower production volumes and the fact that fewer organic products are mass produced, the price of organic can be higher. But the increase in demand recently for these products has caused greater production, thus driving down the price. Retailer Shaskin says that organic strawberries, for example go for almost the same price as the conventional ones, and that even though some organics will stay higher, many types of organic products will go down in price in the future.

Ontario-based organic wine producer Martin Malivoire believes the prices will even out and conventional food producers will find their market to be less profitable as the costs for pesticides and other conventional growth methods go up. "It will become a healthier world out of necessity because we won't be able to expend the energy and organic foods will actually be the cheaper choice," he said.

Malivoire's critically acclaimed wines are seeing an increase in sales in Ontario so his company is expanding production as well as distribution to Quebec and Alberta, among other new markets. He feels that the labeling claims no small part in his success. Though his grapes were always organic, he got the official accreditation in 2004 as he saw it made a difference to his consumers. And now he sees that his products are believed to be of higher quality for that reason.

Though he has been advised to raise prices due to his organic status he chooses not to at this point. “I think the impact is those that are not organic are going to have to reduce their prices in order to compete with us," Malivoire says.

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Ontario or Canadian Incorporation - Where to incorporate?

We often get this question - I am based in Ontario and want to incorporate my business but don’t know if I should incorporate a Federal or Ontario corporation – where should I incorporate?

Deciding where to incorporate involves many factors including evaluating corporate and tax laws. A competent lawyer/accountant should be consulted to evaluate your specific circumstances. However, for most small corporations the following factors make Federal (Canada) corporations more attractive - read below. You can also check out this video about incorporations for more information.

Federal corporations have lower government incorporation fees than Ontario corporations ($200 versus $360). Also, although Federal corporations must register extra-provincially with the Ontario government, there is no government fee for this registration.

Federal corporations have the most stringent criteria in granting the right to use a corporate name. Ontario corporations (like most other provinces) offer very little protection of use, and will grant almost any name provided it is not identical. Moreover, if there is any protection, it is limited to that province, unlike federal corporations which afford Canada wide protection.

Federal corporations require that 25% of its directors be resident Canadians, while Ontario corporations require 51% be resident Canadians. This may be advantageous if you have foreigners involved in your business.

Delays for both are approximately the same where Certificates of Incorporation can generally be obtained within 2 working days or less.

However, Federal corporations must file annual reports at a cost of $20 per year whereas Ontario corporations’ annual reports are free.

You can check out our pre-incorporation checklist for Ontario incorporations. For a more detailed answer check out this link about where to incorporate in Canada.

Green Light for Organics Part II

Questionable Standards Until Now for Canada

Despite that proper accreditation for organic products has existed in Europe and the U.S. for several years; until recently Canadian organic products could receive such a title even based on the manufacturer using organic hand soap. There has only been voluntary certification here until June 30 of this year; when the labeling standards for Canadian organic products became enforceable by law.

According to Michael Saumur of the Canada Organic Office at the Canadian Food Inspection Agency, those companies claiming to be organic on their labels that don't act on a warning to comply with the laws are subject to their products being removed from stores or face prosecution. These laws include a requirement for a product to contain at least 70% organic ingredients to be called “organic”. There will also be a specific logo for products that are over 95% organic. Those products that are between 70% and 95% organic can state their percentage on the packaging.

Though the laws may be inconvenient to implement at first, Denise Shaskin of Planet Organic Market believes they will ultimately benefit the organic industry. Now the competition in the industry can be more fair too, and the new certification is recognized by the U.S., eliminating the need for separate certification in order to export goods. According to a study in the Canada Gazette, the new certification standards could have a net benefit of $752 million for the economy.

In Shaskin's experience, people's main reason to shop for organic goods is due to an illness in their family. So since they often scrutinize the contents of a product for health concerns, she believes the certification standards will boost many consumers' confidence in the contents of the packages they buy.

Shaskin, recognizing the increasing demand for organic products in the marketplace, entered this market in 1993 and started the Planet Organic chain in 2001. She claims that annual sales jumped to $113 million last year from only $2 million for her retail chain that operates throughout Canada now and intends to expand further into Ontario and Alberta.

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