Table of Contents. About Federal Articles of Incorporation Accessing Cyberbahn Services Filing Articles of Incorporation...

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2 Table of Contents About Federal Articles of Incorporation... 1 Accessing Cyberbahn Services... 2 Filing Articles of Incorporation... 3 Viewing Reports Advanced Search Templates Creating a Template Using a Template... 16

3 About Federal Articles of Incorporation Articles of Incorporation, Form 1 under the Canada Business Corporations Act (CBCA), (the law that regulates the incorporation of business) must be completed and filed to incorporate a business a Federal corporation. You have the option of incorporating a business with a name of your liking or have a designated number company assigned to you by Industry Canada. You can also request to have your corporate name preapproved by Industry Canada prior to filing your articles or have a particular number reserved for a numbered corporation if you wish to have a specific numbered company. Remember that creating a federal company does not automatically mean you can conduct business in every province, you must file extra provincially in those provinces in which you wish to carry out your business. The CBCA does not place restrictions (such as minimum size) on businesses that may incorporate. Almost any type of business can incorporate under the CBCA. However, banking, insurance, and loan and trust companies, as well as not for profit corporations, are incorporated under different laws. There are four types of Federal Incorporation applications: Pre approved name: This option is used only if you have pre approved your name with Industry Canada. A federally biased NUANS report is necessary in order to request a pre approved name. Note that a NUANS report alone does NOT amount to preapproval. Non pre approved name: Select this option if you have obtained a federally biased NUANS Report and wish to proceed with your incorporation immediately. Note that a NUANS report alone does NOT amount to approval of your proposed corporate name by Industry Canada. Numbered name: You can use this option if you wish to receive a number from Industry Canada. Corporations Canada will assign a number to you once the filing is successfully processed. You do not require a NUANS report for this option. Reserved numbered name: This option is to be used when you wish to apply for a specific numbered company that has already been reserved with Industry Canada. It will be necessary to contact Industry Canada in order to reserve a number. 1

4 Accessing Cyberbahn Services To access the Corporate Cyberbahn Services, follow these steps: 1. Open your browser and enter: into the address line. 2. Select Cyberbahn from the Sign in drop down list. 3. Enter your username and password into the fields provided and click Sign In. Enter your sign in information here Figure 1 Tip: Select Remember my Login Information to save your username and password on your computer. However, doing so allows anyone using your pc to easily access your account. 2

5 Filing Articles of Incorporation 1. Click Federal Articles of Incorporation located in the right column of the Cyberbahn Services (Main Menu) page. Federal Articles of Incorporation Figure 2 2. Click Art. of Inc. Form on the Toolbar at the top of the screen. This page outlines in detail the rules and regulations from the Canada Business Corporations Act that must be complied to in order to successfully have your articles approved by Industry Canada. Art. of Inc. Form Figure 3 3

6 3. Enter your information onto the Filer Information page. This information is for your internal administrative use only and will not be submitted to the Ministry. Click Corporate Name on the left side or Next or Corporate Name on the left side. Figure 4 4. Select an Incorporation Type. The applicable fields appear depending on the type you selected. Enter the required information and then click Next or Contact Person on the left side. Note: If selecting a Pre Approved or a Non Approved Name, you must ensure the proposed name complies with the requirements of the Canada Business Corporations Act. Named corporations are required to obtain an Ontario biased NUANS search report for the proposed name. A NUANS name search report reserves the name for 90 days and only active NUANS reports can be used for incorporation purposes. Please note that a NUANS report alone does NOT amount to approval of your proposed corporate name by Industry Canada. For Numbered Corporations, select the legal ending from the drop down list. For Reserved Numbered Corporations, enter the request and reserved number provided to you by Industry Canada and select the legal ending from the drop down list. For Pre Approved Named Corporations: o Enter the pre approved request number received by Industry Canada o Specify whether you would like to submit a consent electronically. o Select whether you will incorporate an English, French or Bilingual corporate name 4

7 o Enter the 9 digit NUANS reservation number (found on the top left hand side of your NUANS Report) o Click Validate NUANS the NUANS Report Date and NUANS Search Corporation Name will automatically populate o Make sure that the corporation name is the same as the corporation name populated on the NUANS report. The name of the corporation is defaulted to Same as above For Non Pre approved Named Corporations: o Specify whether you would like to submit a consent electronically o Select whether you will incorporate an English, French or Bilingual corporate name o Enter the 8 digit NUANS reservation number (found on the top left hand side of your NUANS Report) o Click Validate NUANS the NUANS Report Date and NUANS Search Corporation Name will automatically populate o Make sure that the corporation name is the same as the corporation name populated on the NUANS report. The name of the corporation is defaulted to Same as above Click Save to Database at any time to save your work and return to at a later time Figure 5 5

8 5. Complete the contact person s information. The person identified here may be contacted by Cyberbahn should there be any questions regarding the filing. Click Next or General Information on the left side. 6. Select the effective filing date. A future filing date may be up to 30 days in the Figure 6 future. 7. Enter the registered office and mailing address. This is where the registers and records of the corporation will be kept. 8. Enter the number of directors (a fixed number or range) and click Next or Directors/Incorporators on the left side. Figure 7 6

9 9. Add a new director or an individual or corporate incorporator. Click Individual for a person. Click Corporate for a corporate entity. At least one individual director and one incorporator are required. Figure 8 Click whether the individual is also the director, director only, or incorporator only. Enter the address of the individual incorporator and/or officer and click Add Dir./Ind. to add additional directors and/or incorporators. Note: A corporate body cannot serve as directors and/or officers of a corporation. To view list of directors, click View List View List Figure 9 Click Next or Classes of Shares on the left side. 7

10 10. Enter the classes and maximum number of shares that the corporation is authorized to issue and then click Next or Share Transfers on the left side. Click to see sample provisions from Industry Canada Figure Enter any restrictions on the transfer of shares. Select None if not applicable and then click Next or Restrictions on the left side. 8

11 Figure Enter any restrictions that the business of the corporation or the powers that the corporation may exercise. If none, click None and then click Next or Other Provisions on the left side. Figure Enter any other provisions or click None and then click Next or Summary Options. Figure 13 9

12 14. The summary page allows you to view or print a draft of the Articles you are about to submit. Click Validation on the left side to ensure that rules and regulations have been complied to in order to successfully have your articles approved by Industry Canada. Tip: You may click Validation on the left side to validate your Articles of Incorporation in terms of format only ensuring all mandatory fields are completed. Validation of all data is performed automatically prior to submitting your articles. Errors will be indicated in red and need to be corrected in order to file the incorporation successfully. Warning will be in blue and do not need to be addressed. They are merely suggestive. In either case, a link is provided the relevant section containing the error or warning. Figure 13 10

13 15. Click OK once validation is complete. Figure One of the incorporators must read and agree to the terms and conditions. Enter the incorporator s name and select the Acceptance Agreement button. Click Proceed. Figure The confirmation page appears displaying the transaction s cost and provides you with one final chance to cancel your filing. Click Submit for Filing. Figure 16 11

14 18. A page appears indicating that your request has been submitted. Click Transactions List for Today to monitor the status of your request. Figure 17 12

15 Viewing Reports Industry Canada reviews each application submitted. It takes between hours for the application to be approved. Once your transaction has been successfully processed, retrieve your documents by following these steps: 1. Click Record of Transactions on the Toolbar. Record of Transactions Status Column Click to order corporate supplies Click Report to retrieve documents Order Summary Click to Register your website Figure Find the specific transaction in the table and click Completed in the Report column. Click to retrieve all documents Figure 19 Click to access Corporate Supplies 13

16 3. To print your order summary, select the checkbox beside the transaction, and click Order Summary Select Checkbox Order Summary Figure 20 Figure 21 14

17 Advanced Search The Advanced Search feature provides several filters to make finding a particular transaction quick and easy. 1. Select your Search Type and enter a date range using the options provided. 2. Search by Corporate Name, Filer ID, and/or Filer Name and click Search. Figure 22 15

18 Templates Templates allow you to copy an existing set of articles that you created and use them as the basis for a new filing. This eliminates having to re enter information you use repeatedly into a new article. The default number of templates you may have is 15, although you may request Cyberbahn to create more. Creating a Template 1. Click Art. of Inc. Form on the Toolbar at the top of the screen and complete the sections of the articles as you would normally. Note: In the File ID field on the Office Use page, enter a description of the template. Examples: Common Share Template, Series A and B Template. Choose something that sufficiently identifies the template to you. 2. Once you have completed the desired sections, click Tools on the left side and then click Save As Template on the right side. A confirmation dialog box appears. Click OK. 3. Your template details will be saved into your account on the Cyberbahn system and a dialog box displaying a transaction ID number for the template appears. Click OK. Using a Template 1. Click Template List on the Toolbar at the top of the screen. 2. Locate the template you want to retrieve and click the File ID/Template Name or Trans ID number link. 3. Click Tools on the left side and click Copy Template to Transaction. A copy of the template has been made. The original template remains intact. 4. The details of the template are now available for use for a new article filing. Modify the articles as required, using the links on the left side, ensuring that you change the File ID on the Office Use page before submitting. 5. Submit the article as you would normally. Thomson Reuters Canada Limited