Incorporate a business in Manitoba

Requirements to incorporate in Manitoba

A Manitoba business corporation is created under The Corporations Act by filing articles of incorporation with the Companies Office. A few decisions come first, because they shape the documents, the cost and the timeline.

Articles of incorporation in Manitoba: what they contain

The Articles of incorporationArticles of incorporationDocument filed with the registry setting the name, share capital, number of directors and restrictions.See definition → are the founding document of a Manitoba corporation. Once the Companies Office accepts them, it issues a certificate of incorporation, and the corporation exists as a separate legal person. A standard set of articles covers:

• the corporation's name, or the number assigned to a numbered company;
• the classes of shares the corporation may issue, and any maximum number;
• the rights, privileges, restrictions and conditions attached to each class;
• restrictions on share transfers, which keep the corporation private;
• the minimum and maximum number of directors;
• any restrictions on the business the corporation may carry on, and other provisions.

The articles are filed along with the registered office address and information on the first directors. Everything that follows (bylaws, organizational resolutions, share issuances) belongs in the Minute bookMinute bookOfficial record holding a corporation’s articles, by-laws, resolutions and registers.See definition →, not with the registry. Standard articles suit most small businesses; a structure with several share classes for family members or investors is usually reviewed by a lawyer or an accountant.

Government fees and processing times in Manitoba

The cost to incorporate in Manitoba has two parts: government fees, identical whichever provider you use, and the provider's service fee. Incorpo shows them on separate lines.

The table puts Manitoba next to federal incorporation and Saskatchewan. Our service fee comes on top of these amounts and is published on the pricing page.

Name rules in Manitoba

A named corporation reserves its name before filing, through a Request for Name Reservationsource. The reservation is valid for 90 dayssource; the articles are filed within that window, or the name has to be reserved again.

• Distinctive element: a word that sets the business apart.
• Descriptive element: a word that says what the business does.
• Legal ending: Limited, Incorporated or Corporation, or an abbreviation such as Ltd., Inc. or Corp.
• Language: English, French, both or combined (or any language, s. 10(3))source.
• No confusion: a name too close to an existing business, or suggesting a link with a government, is usually refused.

A Numbered companyNumbered companyCorporation named after its registry number (e.g. 12345678 Canada Inc.). Skips the name search.See definition → needs no reservation: Yes (e.g. 123456789 MANITOBA LTD.)source. It suits a holding company or a business trading under another name, and can adopt a name later through articles of amendment. Amendment fee: $175source.

Director residency rules in Manitoba

Manitoba keeps a Canadian residency rule for directors: At least 25% of directors must be residents of Canadasource. For small boards: Boards of 3 or fewer: at least one resident of Canadasource. A sole founder who lives outside Canada therefore usually adds a resident Canadian director, or looks at a province without this rule.

Living in Manitoba is not required. When no director or officer lives in the province, though: Required if no director/officer resides in Manitoba; $40source. The federal rule is similar to Manitoba's: At least 25% of directors must be resident Canadians; at least 1 if fewer than 4 directorssource.

Step by step: how we file for you

1. 1Name or numberWe run a preliminary search and submit the Request for Name Reservationsource, or set up a numbered company if a name can wait.
2. 2Articles and noticesWe prepare the articles of incorporation, the registered office information and the first directors' details, plus the attorney for service if needed.
3. 3Filing with the Companies OfficeAfter you review and sign, we file and follow the application. You receive the certificate of incorporation as soon as it is issued.
4. 4Digital minute bookBylaws, organizational resolutions, share issuances, registers of directors and shareholders, and the register of individuals with significant control, ready to sign and stored online.
5. 5Tax registrationsWe guide you through the CRA business number and, depending on your activities, GST, Manitoba RST, payroll and WCB accounts.

After incorporation: annual return and registrations

• Annual returnAnnual returnMandatory yearly filing with the registry, separate from the tax return. Missing it can lead to dissolution.See definition →: deadline: By the end of the month following the incorporation (anniversary) monthsource; fee: $65source.
• Director changes: notice to the Companies Office (Within 15 days; no feesource).
• Register of individuals with significant control: Mandatorysource. Filed with the registry? Not filed; disclosed on requestsource.
• Minute book: resolutions, share register and director register kept up to date.
• Taxes: a corporate income tax return every year, plus the GST and RST returns that apply.

To close a solvent corporation, the shareholders approve the dissolution by special resolution, the assets are distributed and articles of dissolution are filed. Government fee: $60source. CRA accounts are closed after the final returns.

Manitoba, federal or another western province?

A Manitoba corporation suits a business operating mainly in the province. Federal incorporation protects the name across Canada (fee: $200 (online filing)source), with a comparable residency rule, but a federal corporation working in Manitoba still registers there: Registration required to carry on business in Manitobasource.

Under the New West Partnership, a Manitoba corporation expanding west pays less to register. In Saskatchewan: Free; no annual returnsource. In Alberta: Free to register and updatesource. In British Columbia: No filing fees except name request/reservationsource. Partner-province corporations registering in Manitoba: No fee (name reservation $45)source.

A sole proprietorship remains lighter: May not be required under one's own surnamesource. It has no separate legal personality, though, so owners often revisit the question as revenue grows or when they hire. An accountant can compare both with your figures.