# Incorporated but moving to another province



## frdm45 (Aug 20, 2010)

I'm presently working in the oil sands and was just given my layoff notice.

I'm an employee with one of the producers but I've also had an incorporated company for the last 4 years (I had a consultation contract between 2012 and 2014). I've kept the corporation registered with the intention of using the accumulated funds as a retirement plan. The funds are in the high $200K range and invested in a CIBC Invester's Edge Corp Acct.

I'm now looking at moving from Alberta to Ontario or Quebec and I'd like to know if I need to dissolve the corporation and have to withdraw all the funds which would bring a huge tax hit because it would be added to my annual income. Or can I keep the corp. registered even though I'm not an Alberta resident.

One of the challenges will be to do the annual filing with Alberta Registries. It looks like this needs to be done in person. I'm hoping my accountant can look after this.

At this point, if I can keep the company registered , I don't plan on taking on any new contracts. At this point, I'm thinking early retirement.

Can anyone provide some advice or recommendations on how to proceed from here?


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## twa2w (Mar 5, 2016)

You can keep your corporation open.
I think you have two options if you keep it open.
1 - You can transfer your corporation to Ontario ( not sure about Quebec.) I can't for life of me remember the term for this but essentially the Corp remains the same but you have documentation transferring registration. The name or number of Corp may change. You will have to do this if you plan to use the Corp in the new province - or open another Corp.
2 - I believe you could leave the Corp in Alberta if it is inactive and only used for investments.
Yes your accountant or lawyer can do annual filings for you.


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## twa2w (Mar 5, 2016)

Oh, and you would have to provide the bank and investment Co with a copy of the transfer doc etc.


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## heyjude (May 16, 2009)

You can "continue" your Corporation to another Province, where it will be registered under a new number. There are no tax implications. You will need a lawyer in the province you are moving to. It's not difficult. I've done it.


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## twa2w (Mar 5, 2016)

'continue' thats the word I couldn't think of. Thanks now I can sleep


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## Numbersman61 (Jan 26, 2015)

twa2w said:


> You can keep your corporation open.
> I think you have two options if you keep it open.
> 1 - You can transfer your corporation to Ontario ( not sure about Quebec.) I can't for life of me remember the term for this but essentially the Corp remains the same but you have documentation transferring registration. The name or number of Corp may change. You will have to do this if you plan to use the Corp in the new province - or open another Corp.
> 2 - I believe you could leave the Corp in Alberta if it is inactive and only used for investments.
> Yes your accountant or lawyer can do annual filings for you.


The difficulty with option 2 is that the accountant or lawyer must have a position with the company and signing authority. Because of the risks involved, they will charge you an annual fee every year. Best to just continue corporation in your new province of residence.


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## frdm45 (Aug 20, 2010)

Numbersman61 said:


> The difficulty with option 2 is that the accountant or lawyer must have a position with the company and signing authority. Because of the risks involved, they will charge you an annual fee every year. Best to just continue corporation in your new province of residence.


Thanks for all the great info. This is exactly what I was looking for.

My present accountant doesn't have a position with the corporation so if that's the case, my only option would be to re-incorporate in my new province.

My plan would be to do yearly withdrawals from the funds in order to stay under a certain tax bracket and then dissolve once the funds are exhausted.


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## Numbersman61 (Jan 26, 2015)

frdm45 said:


> Thanks for all the great info. This is exactly what I was looking for.
> 
> My present accountant doesn't have a position with the corporation so if that's the case, my only option would be to re-incorporate in my new province.
> 
> My plan would be to do yearly withdrawals from the funds in order to stay under a certain tax bracket and then dissolve once the funds are exhausted.


Perhaps you are just using the incorrect term but you do not re-incorporate; you file articles of continuance in the new province. This is likely what you meant. In no case should you dissolve old corporation and start new one.


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## Sm5 (Nov 2, 2014)

frdm45 said:


> Thanks for all the great info. This is exactly what I was looking for.
> 
> My present accountant doesn't have a position with the corporation so if that's the case, my only option would be to re-incorporate in my new province.
> 
> My plan would be to do yearly withdrawals from the funds in order to stay under a certain tax bracket and then dissolve once the funds are exhausted.


Your accountant does not need to have a position with the company to file annual returns. These are, generally, signed off on by you as director/shareholder and then filed electronically (on a system called CORES) by your lawyer or accountant -- although this is practicing law, accountants should not, in my opinion, be doing this and deferring to a lawyer to do so, same as how a lawyer should not be doing your T2. You should also be completing other annual documents at the same time (waiver of audit requirements, annual resolutions etc.) and maintaining the minute book.

The actual filing of the documents with corporate registries are separate from authorizing them ('signing off') and that can be done simply by scanning and emailing/faxing documents back and forth.

You also have to maintain a registered office in the jurisdiction -- usually your lawyer or your accountants office.

Most any law firm can work with people out of province to do annual returns. Yes there is a fee, but it is usually quite small ($250.00 - $400.00 per year on top of the government charges).


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## frdm45 (Aug 20, 2010)

Sm5 said:


> Your accountant does not need to have a position with the company to file annual returns. These are, generally, signed off on by you as director/shareholder and then filed electronically (on a system called CORES) by your lawyer or accountant -- although this is practicing law, accountants should not, in my opinion, be doing this and deferring to a lawyer to do so, same as how a lawyer should not be doing your T2. You should also be completing other annual documents at the same time (waiver of audit requirements, annual resolutions etc.) and maintaining the minute book.
> 
> The actual filing of the documents with corporate registries are separate from authorizing them ('signing off') and that can be done simply by scanning and emailing/faxing documents back and forth.
> 
> ...


Thank you Sm5...that pretty much clears it up.

My accountant is my designated registered office. Sounds like I'm good to go.


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## Numbersman61 (Jan 26, 2015)

Sm5 said:


> Your accountant does not need to have a position with the company to file annual returns. These are, generally, signed off on by you as director/shareholder and then filed electronically (on a system called CORES) by your lawyer or accountant -- although this is practicing law, accountants should not, in my opinion, be doing this and deferring to a lawyer to do so, same as how a lawyer should not be doing your T2. You should also be completing other annual documents at the same time (waiver of audit requirements, annual resolutions etc.) and maintaining the minute book.
> 
> The actual filing of the documents with corporate registries are separate from authorizing them ('signing off') and that can be done simply by scanning and emailing/faxing documents back and forth.
> 
> ...


Very interesting. You appear to be well versed and experienced in this area. I'm not. I was basing my comments on instructions from a number of Registry Agents - an example follows
http://www.wildroseregistry.com/corporate_registry/annual_returns.php
Just shows the value of this forum


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## Sm5 (Nov 2, 2014)

Numbersman61 said:


> Very interesting. You appear to be well versed and experienced in this area. I'm not. I was basing my comments on instructions from a number of Registry Agents - an example follows
> http://www.wildroseregistry.com/corporate_registry/annual_returns.php
> Just shows the value of this forum



I hope so, I practice corporate/commercial law in Alberta for a living ;-)


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## heyjude (May 16, 2009)

Sm5 said:


> I hope so, I practice corporate/commercial law in Alberta for a living ;-)


Rimshot!


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## Market Lost (Jul 27, 2016)

Sm5 said:


> Your accountant does not need to have a position with the company to file annual returns. These are, generally, signed off on by you as director/shareholder and then filed electronically (on a system called CORES) by your lawyer or accountant -- although this is practicing law, accountants should not, in my opinion, be doing this and deferring to a lawyer to do so, same as how a lawyer should not be doing your T2. You should also be completing other annual documents at the same time (waiver of audit requirements, annual resolutions etc.) and maintaining the minute book.


I'm just chuckling at how you say that accountants shouldn't be practicing law. I've often wondered if this isn't why taxation gets so screwy because I was taught that it's usually accountants that are writing the Tax Regulations.


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## jdc (Feb 1, 2016)

In BC, it only takes a couple of seconds (and about $45) to do the annual filing on-line. Maybe a similar option exists in Alberta.


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## heyjude (May 16, 2009)

birdicpa said:


> To do business in another province, you need to apply for an extra provincial license for your corporation.
> 
> Birdi Chartered Professional Accountant


That is certainly true if you are practicing a regulated profession or trade. However, not every business that lends itself to a corporate structure requires a license.


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## twa2w (Mar 5, 2016)

I think we are talking two different things here.
If I understand it correctly....
1) If I have a business in Alberta and I now want to also do business in Ontario, I would need an extra provincial licence. By doing business, I mean more than just selling products. You would need this if you needed to open a bank account for example in Ontario.( and maintain the one in Alberta)
2) if I own a business in Alberta and I stop working an Alberta and move my business to Ontario, if I don't want to start a new corporation, I would register for a continuation of my business.

Or am I confused.


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