Appointment of Officers

Directors appoint the officers, who are responsible for managing the day to day business of the corporation.  An officer can also be a director of the corporation and can be paid a salary for the work done as an officer.

Adoption of Banking Arrangements

Despite the fact that the general by-laws include rules regarding the execution of documents and the borrowing of money by the corporation, a specific banking by-law and banking resolution may be adopted by the board of directors by way of a resolution. The resolution should be adopted soon after incorporation in order to enable certain officers to sign on behalf of the corporation. In most cases, the president alone or the president and the secretary are given this authority. The banking resolution and by-law can vary depending upon the needs of the specific corporation involved. A corporation should maintain copies of any signature forms and other authorizers given to the depository or other financial institution of the corporation. The authority to act on behalf of the corporation in this regard should be authorized by corporate resolution.

A certified copy of both the borrowing by-law and the banking resolution must be delivered to the financial institution with which the corporation will do business.

Adoption of a Corporate Seal

A corporation is not obliged to adopt a corporate seal – “[a] document executed on behalf of a corporation is not invalid merely because a corporate seal is not affixed to it” (CBCA, s 23(2)).  If, however, a corporation decides to adopt a corporate seal, the directors must indicate their approval in a resolution.

Set the Fiscal Year

A corporation is free to choose any date as the end of its fiscal year. Regardless of the year-end that a corporation chooses, every corporation must file its annual report with the relevant government body within the prescribed dates.

Business Number

The Canadian Revenue Agency (the “CRA”) requires that an entity that will collect sales taxes, administer payroll, import or export, or file corporate tax returns open an account with the CRA and receive a Business Number. To register the corporation should complete and file Form RC1, Request for a Business Number with the CRA.

 

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