Registered intermediaries often use their own standard provisions when incorporating businesses under the Canada Business Corporations Act (CBCA). The Pre-approved schedules service (the Service) allows those intermediaries to have their tailor-made provisions pre approved as "schedules" and permanently stored electronically. The pre approved schedules can then be used in any online CBCA incorporation application.
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The Service is beneficial to registered intermediaries who:
- use online CBCA incorporation services on a frequent basis
- repeatedly use standard provisions when incorporating new corporations.
Simplified filing and faster service
The Service offers two major benefits:
- Easier filing: When incorporating online you will no longer have to repeatedly input your standard incorporation provisions. Simply select your pre-approved schedules when prompted in any online application and they will automatically be attached to your application.
- Faster response: You will receive faster service since pre-approved schedules do not have to be examined when they are part of an online application. For example, if your application involves a numbered name or a pre-approved name and contains only pre-approved schedules, you could receive your certificate of incorporation in the shortest time possible since no further examination is needed.
What you need to know before submitting a request to pre approve schedules
- The Service applies to online CBCA incorporation applications only.
- Pre-approved schedules can only be used for the following four sections on articles of incorporation:
- classes and number of shares
- restrictions on share transfers
- restrictions on business
- other provisions.
- Each pre-approved schedule can only contain provisions related to one section. Therefore, you must submit four separate schedules for pre approval.
- Each pre-approved schedule must clearly identify the section to which it refers. For example, a pre-approved schedule should have one of the following headings:
- Schedule pertaining to classes and number of shares
- Schedule pertaining to restrictions on share transfers
- Schedule pertaining to the restrictions on the business of the corporation
- Schedule pertaining to other provisions.
- When submitting a request to pre-approve schedules, you must identify whether you want to use the schedules as either: (1) a set of schedules or (2) individual schedules.
- If you choose "set of schedules", Corporations Canada will pre-approve the schedules as a set and you must always use them as a set on any online application.
- If you choose "individual schedules", Corporations Canada will pre-approve each schedule independently and you will then be able to use them interchangeably on any applications. For instance, you can submit two different schedules, each with different provisions addressing classes and number of shares. Once pre-approved, you can choose one of the two pre-approved schedules on an application and combine it with other pre-approved individual schedules, pre defined text or enter text in a text box for the remaining sections.
- A schedule will only be pre-approved by Corporations Canada as an "individual schedule" if the provisions contained in that schedule can stand alone. That is, the provisions of that schedule cannot relate, in any way, to the provisions of another section. For example, if you submit a schedule that sets out restrictions on two different classes of shares which are defined elsewhere in the incorporation application, that schedule will not be pre-approved as an "individual schedule". Corporations Canada will determine whether or not a schedule is suitable to stand alone during the initial examination process.
What you need to know before submitting an incorporation application using pre-approved schedules
- The pre-approved schedule that you choose to insert into any particular section on an online application must include all of the relevant provisions for that section. You will not be able to add additional text or a second schedule.
- Ensuring that you have entered the correct schedule on an incorporation application is your responsibility. Errors will need to be corrected in accordance with the Correction of articles or certificates of a business corporation and will be subject to the applicable fee of $200.00.
How the Service works
Once you are signed in on the Online Filing Centre as a registered intermediary, you will have access to the Service. It is then a two step process.
Step One – Submit your schedules for pre approval
In the Online Filing Centre, select "Pre approve schedules". Simply complete and submit this request. Corporations Canada will review your documents and, once pre-approved, you will receive a confirmation email. These pre-approved schedules will then be stored electronically.
Step Two – Incorporate using your pre-approved schedules
When completing an online application as a registered intermediary, you will be able to select your pre-approved schedules when appropriate. The pre-approved schedules will automatically be attached to your application.