Do I Need a Lawyer to Incorporate?

Incorporating a business is a major milestone. Entrepreneurs often ask: "Do I really need a lawyer to incorporate?" While it is possible to file incorporation documents on your own or through an online service, there are significant advantages to working with a lawyer — advantages that can protect your business in the long term and help you set it up for success from the start.

Advantages of Incorporating with a Lawyer

1. Customized Articles of Incorporation and Comprehensive Share Structure

When you incorporate without legal advice, you typically receive a "one-size-fits-all" set of articles of incorporation, which may not suit your business's unique needs. A lawyer will work with you to create customized articles, tailored to your current situation and your future plans.One critical aspect is designing a comprehensive share structure. A well-drafted share structure allows your corporation to issue different classes of shares, each with specific rights, restrictions, and privileges. This flexibility is crucial for:

Issuing dividends to different shareholders at different rates.
Planning for future investors or business partners.
Implementing income-splitting strategies (where appropriate).
Structuring ownership succession efficiently.

For example, you may want to create Class A and Class B shares with voting rights and dividend rights, Class C and Class D shares with dividend rights but without voting rights, and Class E and Class F shares with non-voting rights but preferential dividends. Properly setting up your share classes from the outset can save you from costly reorganizations down the road.

2. Proper Creation and Maintenance of Corporate Records and Minute Book

Incorporation is more than just filing a form with the government. To remain legally compliant, your corporation must maintain a complete and up-to-date minute book, which includes:

Articles of Incorporation and any amendments
Bylaws
Registers of directors, officers, and shareholders
Directors' and shareholders' resolutions
Share certificates

Issuing properly documented share certificates and recording all corporate decisions are critical legal requirements under Alberta’s Business Corporations Act. Failure to maintain corporate records can expose directors and shareholders to personal liability, complicate future financing, and create major problems if you ever sell the business or undergo a CRA audit. A lawyer ensures that your minute book is properly set up from the beginning — saving you significant legal costs and headaches later.

3. Legal Advice and Ongoing Support

Incorporation decisions — such as where to incorporate (provincially or federally), what share structure to adopt, and how to protect directors and shareholders — have lasting legal and tax consequences. A lawyer can advise you on:

Choosing the right jurisdiction
Setting up shareholders' agreements
Naming considerations (to comply with legal rules and avoid future disputes)
Ongoing compliance obligations

You are not just paying for the initial setup — you are investing in professional advice that can adapt as your business evolves.

Conclusion: Incorporation is About More Than Filing a Form

While it may seem easy to "DIY" your incorporation or use a low-cost online provider, those options often lead to missing or incomplete documents, generic share structures, and corporate records that may not meet legal standards. These gaps often become serious (and expensive) issues later on — whether during an audit, a shareholder dispute, or a corporate sale.By working with a lawyer, you ensure that your business has a strong legal foundation, flexible ownership options, and compliance with Alberta and Federal law. It is a smart investment in your business’s future. If you are considering incorporating your business, we would be happy to assist you in setting it up properly from the start.

NOT LEGAL ADVICE. This article is for general informational purposes only and does not constitute legal advice. To obtain advice tailored to your specific situation, please consult a lawyer or a qualified professional.