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What happens when…

Six situations, and what depth does in each.

  1. 01You're incorporating and you've never done it
  2. 02You're closing a private placement with eight subscribers
  3. 03A director resigns on a Friday
  4. 04You raised on SAFEs and now you're pricing a round
  5. 05Somebody is doing diligence on you
  6. 06Your annual report is due and you didn't know
01

You're incorporating and you've never done it

Nine decisions stand between you and a company. Every one has a right answer for a small BC company, and depth arrives already decided.

  1. 1Name or numberA numbered company
  2. 2Classes of shareOne, Common
  3. 3Maximum numberNo maximum
  4. 4Par valueNo par value
  5. 5Special rightsNone
  6. 6ArticlesTable 1, unamended
  7. 7IncorporatorYou, alone
  8. 8First directorYou
  9. 9OfficesOne B.C. address

The one that stops people is par value. Set it at $1 and you can never issue a share below $1, even to yourself, even years later when that is exactly what you need to do.

What to type, and whereHandover sheet
1 · Name request$30 + $1.50 bcregistrynames.gov.bc.ca Approved names are held for 56 calendar days. depth counts them for you.
2 · Incorporation application$350 + $1.50 corporateonline.gov.bc.ca
01Completing partyJordan Avery EllisCopy
02Registered office2150 Commercial Dr, Vancouver BC V5N 4B4Copy
03DirectorJordan Avery EllisCopy
04Share classCommon Shares · no maximumCopy
05Par valueWithout par valueCopy
06ArticlesTable 1, adopted without amendmentCopy
Every answer, in the order the Registry asks for it. depth can't file for you; this is what you keep open beside the Registry's site.
02

You're closing a private placement with eight subscribers

Each subscriber needs a different agreement. An accredited individual initialling (j), (k) or (l) gets Schedule A and A1. An accredited entity gets A, and never the individual risk form. Family and friends in Ontario gets B2, and a third signer, because there the related person signs too. Saskatchewan gets B and B1. A US person gets D.

depth routes all of that from facts already on file, places the signature fields after the document lays out, and sends it. The four-month hold is dated for you: closing + 4 months + 1 day under NI 45-102.

SubscriberOn filedepth sends
Avery Chen Accredited individual · (j) Sch. ASch. A1
Marguerite Roy Accredited individual · (k) Sch. ASch. A1
Daniel Okafor Accredited individual · (l) Sch. ASch. A1
Cedar Point Holdings Ltd. Accredited entity Sch. A
Northfield Capital Inc. Accredited entity Sch. A
Sana Mirza Family and friends · Ontario Sch. B2+ 3rd signer
Tomas Lindqvist Family and friends · Saskatchewan Sch. BSch. B1
Rachel Stein US person Sch. D
Outlined in navy: a document a person would most often forget.Route again
03

A director resigns on a Friday

The register, the consent, the Notice of Articles, the transparency register and the exchange filing. Nobody remembers all five. depth does, and knows which ones have a clock on them.

Central securities registerThe resignation is entered with its effective date. Same day
Written resignation and acceptanceFiled to 501.07 beside the resolution it triggers. Same day
Notice of Change of DirectorsUpdates the directors shown on the Notice of Articles. 15 days
Convertible securitiesIf they held significant control, their entry changes too. 15 days
Exchange filingFor a reporting issuer, the exchange is told of the change. If listed
04

You raised on SAFEs and now you're pricing a round

depth holds each SAFE's valuation cap, discount and MFN. Model the round and it converts every one at whichever term pays the holder more, and says which won. Drag the pre-money: past a point, an instrument flips from its discount to its cap.

Northfield Angels · $250,000$5M cap · 20% discount DISCOUNT 625,000at $0.4000
R. Okafor · $100,000$8M cap · 15% discount DISCOUNT 235,294at $0.4250
Lakehead Ventures · $150,000$5M cap · 20% discount · MFN, took the $5M cap DISCOUNT 375,000at $0.4000
What everybody owns after
Founders10,000,00065.6%
SAFE holders1,235,2948.1%
New investors4,000,00026.3%
From here depth runs a sale through the preference stack, so you can see what each holder is paid at a given price before anyone signs a term sheet.
An example: 10,000,000 founder shares before the round, three SAFEs, $2,000,000 new money.
05

Somebody is doing diligence on you

A data room with a link for each person and no login. You see who opened what, for how long, down to the page. Four minutes on page 12 of the material contracts is a different signal from opening the folder.

Material contracts.pdfOpened by M. Laurent · Northfield Capital
123456789101112131415161718
Page 12 · Offtake agreement, termination clause4:02
06

Your annual report is due and you didn't know

Deadlines are computed from the fiscal year end, the incorporation date and the exchange. Never typed. Seven obligations for a private company, in date order.

FYE 12-31INCORPORATED 2023-03-14
Dec 2026MarJunSepDec
T4 slips and summaryLast day of February 2027-02-28
Convertible securities reviewEach anniversary of incorporation 2027-03-14
GST/HST annual return3 months after year end 2027-03-31
Corporate tax balance due3 months after year end 2027-03-31
BC Annual ReportWithin 2 months of the anniversary 2027-05-14
T2 corporation return6 months after year end 2027-06-30
Annual resolutionsOnce each calendar year 2027-12-31
Move the year end and every date above moves with it.Compute again
For a reporting issuer, the same calendar adds:
Annual financial statementsInterim financial statementsMD&A52-109 certificatesAIFCSE Form 5CSE Form 5ACSE Form 7Annual general meetingTransparency reviewInsider reports · 5 days (NI 55-104)Escrow releases · 10% on listing (NP 46-201)