A Federal Corporate Search provides a summary of the public record for a Canadian federal company. If you know how to read the record you will be able to ascertain a lot of information about a federal company. Below is an outline of the information on the public record along with some additional information:
Corporate Name History
The current and previous names of the company will be listed. As well, the federal corporate search will let you know the time period in which each name was used.
Registered Office Address
A federal company can have its registered office in any province or territory in Canada. The public record will show this address. The Canada Business Corporations Act, which governs federal share companies, requires that a change of address be reflected on the public record within 15 days. Frequently address changes are not updated that quickly.
Date of Formation and Federal Corporation Number
The date of incorporation, date of amalgamation or date of continuance will be shown on the record. Every federal company is assigned a federal corporation number and this number will be shown on the federal corporate search.
Federal Business Number
The Federal Business Number is assigned by Revenue Canada Agency. This is the number that goes on the corporate tax return. The federal jurisdiction is the only jurisdiction that adds the Federal Business Number of the federal company onto the public register. Anyone requesting a federal corporate search will be able to obtain this number.
The names of the directors will be shown on the public record. The personal addresses or the addresses for service will not be shown.
A corporate search house can ascertain these addresses for you as part of the federal corporate search process if you ask them to do a further search. If you require these addresses be sure to advise the search house in advance that you need this information.
The record also shows how many directors are currently authorized by the articles. Frequently there will be a range from a minimum of 1 to a maximum number, usually 10.
This section of the corporate search is very important. Every federal company must file a federal annual report within two months of the anniversary date of its incorporation.
The corporate record provides you with the anniversary date and the time period in which the annual filing must be done. This is called the Annual Filing Period.
If this annual filing is not done within the Annual Filing Period the company is considered not to be in good standing and a Certificate of Compliance (sometimes called a Certificate of Status) will not favourable.
If the federal annual filing is not done for three years the company will be dissolved. If this happens, the company will need to be revived in order to continue conducting business.
Accountants frequently do these filings on behalf of their clients but it is up to the owner of the federal company to ensure these filings are done each year.
Federal annual filings are a requirement of Corporations Canada, the branch of the federal government which handles company matters. Federal Certificates of Compliance are frequently required by banks, solicitors, suppliers, etc.
It is therefore important to check your corporate record upon occasion to be sure all of these filings are up-to-date.
Do not mistake these filings for federal tax return filings required pursuant to the Income Tax Act and Revenue Canada Agency. The federal annual filings are not connected to the federal tax return filings but both must be filed within the appropriate deadlines.
If the federal tax returns are not filed for a number of years the company will be dissolved. It is not possible to ascertain from a federal corporate search, whether the company is up-to-date in its tax filings, however, if the company has been dissolved for non-filing of tax returns then it is possible this was the reason why unless the search indicates “voluntary dissolution”.
A voluntary dissolution occurs when a company wishes to go out of business. The federal company search will let you know if the company has been dissolved.
Federal companies can be incorporated pursuant to different federal statutes. The governing statute for the company will also be listed on the federal corporate search.
Corporate History of Filings of Articles
A federal corporate search will provide a list of all of the articles filed on behalf of the company. It will start with the Certificate of Incorporation and then list all amendments to the Certificate of Incorporation and the date on which the Articles of Amendment were filed. If the company has been dissolved and then revived, those dates will also be listed.
It is easy to get copies of the articles of a federal company.
The corporate history will also indicate whether the company is an amalgamated company and what the pre-amalgamated companies are. When two companies amalgamate (join together) this is called an amalgamation and a new company is formed.
The federal government will provide you with the corporate numbers of the companies that joined so that you may search those records if you wish. The companies that joined are called the pre-amalgamated companies.
The federal government will also let you know if the company was previously incorporated in another jurisdiction and then continued (i.e. moved) from that province or territory to the federal jurisdiction. This is called a continuance.
You cannot ascertain the shareholders of a federal company by ordering a federal corporate search. The shareholders of a federal company are considered private information that is not put on the public record.
Type of Company
There are three classifications of federal companies:
- Non-distributing corporations with 50 or fewer shareholders – This is a privately owned company that does not sell shares to the public.
- Non-distributing corporations with more than 50 shareholders – This is a company that is in the process of becoming public and has issued shares through private placements in order to obtain the funds to go public.
- Distributing corporation – This is a public company that sells shares to the public.
Operating Trade Names
If a federal company is carrying on business under an operating trade name, the federal corporate search will not show this. In order to determine any trade names being used by the company you would need to search the provincial or territorial jurisdiction in which the company’s registered office is located. Operating trade names are a provincial and territorial statute requirement. If a federal company operates in a province under a name other than its own, it should register that name in the Canadian jurisdiction.
An operating trade name search or business name search can be done to find out more information about operating names being used on behalf of the company.