Incorporating an Unlimited Liability Company (ULC)
Below are the basic steps for forming (incorporating) a company in B.C. In addition, there are other steps that must be considered, such as setting up minute or records books, establishing a central securities register and issuing share certificates. Please seek legal advice to ensure all requirements have been met.
- Refer to section 51.3 of the Business Corporations Act to learn more about the liability of shareholders of ULCs
Step 1: Request Name Approval and Reservation
To ensure the public is not confused or misled by similar corporate names, new corporate names must be approved by BC Registries and Online Services.
An unlimited liability company must have the words “Unlimited Liability Company” or the abbreviation “ULC” as part of and at the end of its name. An unlimited liability company must not have the word “Limited”, “Limitee”, “Incoporated”, “Incorporee” or "Corporation".
If you choose to use the incorporation number as the company’s name (for example 0123456 BC Unlimited Liability Company), you do not need a name approval and reservation. The incorporation number is assigned by us at the time the incorporation application is filed.
Step 2: Establish Your Company's Articles
The articles are the rules for the company, shareholders, directors and officers and they become part of the company’s formal records.
A standard set of articles (Table 1) is provided under Appendix 1 of the Business Corporation Regulations for companies to use. These articles are meant to be used without amendment. If you need to customize the articles, please seek legal advice.
Step 3: Prepare an Incorporation Agreement
An incorporation agreement must be signed by each person (incorporator) forming the company. Usually the incorporators will become the shareholders and directors once the company is incorporated.
The Agreement becomes part of the company’s records and must contain:
- The agreement of each incorporator to take one or more shares of the company
- The signature of each incorporator opposite their full name and the date each incorporator signed the agreement
- The number of shares of each class being taken by each incorporator.
Step 4: File an Incorporation Application
Submit an online incorporation application through Corporate Online. To ensure you have all the information you need before you start the online application, we recommend you fill out a paper copy of the application first.
When using Corporate Online you may set up a Corporate Online account or pay by credit card.
If you cannot file the application electronically, prepare the paper forms and contact a law firm or registry agent to submit the forms for you. Check with the law firm or registry agent regarding additional fees.
Step 5: Keep Documents as Part of the Company's Records
Once your application is processed, we will send you:
- The original Certificate of Incorporation
- A certified copy of the incorporation application
- A certified copy of the Notice of Articles
- A cover sheet that includes the company’s incorporation number and business number
Keep these documents as part of the company’s records. You will need the incorporation number when you file other documents with us.
Business Number - You will need your Business Number when applying for a GST number or other accounts at Canada Revenue Agency or the Ministry of Finance.
The Notice of Articles for a B.C. unlimited liability company must contain a statutory description of shareholder liability. The following statement will appear on the Notice of Articles issued by the registrar. The company must also put this statement on the face of each share certificate issued by it:
The shareholders of this company are jointly and severally liable to satisfy the debts and liabilities of this company to the extent provided in section 51.3 of the Business Corporations Act.