How to Incorporate a Business in Ontario: The Legal Steps

Incorporating a business is one of the most consequential decisions an Ontario entrepreneur can make. Done right, it creates a separate legal entity that limits your personal liability, can lower your tax rate, and makes it easier to bring in partners or investors down the road.

Understanding how to incorporate in Ontario is not complicated, but the process has several distinct steps — each one building on the last. Skip one, and you may end up with a company that exists on paper but is not properly organized, which can cause real problems if you ever sell, raise money, or face a dispute.

This guide walks you through every step, in plain language, so you know exactly what to expect.

Step 1: Choose a Name — or Go Numbered

Your first decision is whether you want a named corporation (e.g., Maple Ridge Consulting Inc.) or a numbered corporation (e.g., 1234567 Ontario Inc.).

A numbered company is simpler and faster — the government assigns a number automatically, so there is no name-availability search required. Many small businesses start as numbered corporations and operate under a registered trade name.

If you want a distinctive corporate name, you will need to:

• Run a NUANS report. NUANS (Newly Upgraded Automated Name Search) is a federal database that checks whether your proposed name conflicts with existing corporate names and trademarks across Canada. You obtain a NUANS report through an authorized search house or an online provider. The report is valid for 90 days.
• Make sure the name meets Ontario requirements. Under the Ontario Business Corporations Act (OBCA), a corporate name must have three elements: a distinctive part, a descriptive part, and a legal ending such as Inc., Ltd., Corp., or Limited.

A lawyer can review the NUANS results and advise whether your proposed name is truly clear before you file — a step worth taking if you are building a brand around the name.

Step 2: Prepare and File Articles of Incorporation

The Articles of Incorporation are the founding document of your corporation. Filing them with the Ontario Business Registry (OBR) is what legally creates the company.

The Articles must state:

• Corporate name (or confirm the numbered-company option)
• Registered office address — a physical address in Ontario where legal notices can be delivered; a P.O. box is not sufficient
• Classes of shares — you must authorize at least one class of shares; most small corporations start with a single class of common shares, though a lawyer can design a share structure that allows for income splitting or future investment
• Restrictions on business, if any — most incorporations leave this blank
• First director(s) — at least one individual must be named; as of writing, the OBCA imposes no Canadian-residency requirement for directors (Ontario removed that requirement in 2021) — by contrast, the federal CBCA requires at least 25% of directors to be resident Canadians; verify the current rule when you file, as these requirements can change

If you prefer federal incorporation, you file Articles of Incorporation with Corporations Canada under the Canada Business Corporations Act (CBCA) instead. Federal corporations have name protection across Canada and can carry on business in any province, but they must also register extra-provincially in each province where they actually operate.

Step 3: Pay the Filing Fee

There is a government fee to file Articles of Incorporation. As of writing, the Ontario fee is payable through the Ontario Business Registry online portal — verify the current amount at the OBR website or ServiceOntario before filing, as fees are updated periodically. Federal incorporation fees are set by Corporations Canada and are listed on their website.

Filing online through the OBR is generally faster than paper filing and produces your certificate more quickly.

Step 4: Receive Your Certificate of Incorporation

Once the government processes your Articles, it issues a Certificate of Incorporation. This is the document that confirms your corporation legally exists. It shows:

• The corporation number assigned by the government (this is your corporation's permanent identifier — you will use it on tax filings, bank account applications, and legal documents)
• The date of incorporation

Keep the original Certificate of Incorporation permanently. It is not replaceable in the same way most documents are — if you lose it, obtaining a certified copy takes time and effort.

Step 5: Organize the Corporation

Incorporating creates the shell of a company, but organizing it is what makes it operational. This step is often skipped by founders who file online without a lawyer, and it is one of the most common gaps we see in corporate records.

Organization involves passing two sets of resolutions:

• Directors' organizational resolutions — the first directors formally accept their appointments, adopt by-laws, appoint officers (president, secretary, etc.), authorize a bank account, and handle other preliminary business matters.
• Shareholders' organizational resolutions — the shareholders confirm the by-laws and may deal with other matters reserved to shareholders under the OBCA.

Shares must be issued at this stage. A corporation with no issued shares has no shareholders, which means it has no owners in the legal sense — a significant problem if a dispute arises.

Step 6: Set Up Your Corporate Minute Book

A minute book is the official record-keeping binder (physical or digital) that holds all of the corporation's key documents:

• Articles of Incorporation and Certificate of Incorporation
• By-laws
• Organizational resolutions and all subsequent resolutions
• Share ledger (a record of who holds shares, how many, and when they were issued)
• Register of directors and officers

Why does this matter? The minute book is the first thing a lawyer, accountant, or potential buyer asks for when they conduct due diligence on your company. If it is incomplete or years out of date, it signals risk — and it can delay or derail a sale, financing, or partnership transaction. Keeping it current from day one is far cheaper than reconstructing it later.

Step 7: Register for Business Numbers and Tax Accounts

Incorporating provincially or federally does not automatically register you with the Canada Revenue Agency. You will likely need:

• CRA Business Number (BN) — a 9-digit number that identifies your corporation with the CRA; required for most tax accounts
• Corporate income tax account — corporations file their own T2 tax return, separate from the owner's personal return
• HST/GST account — required once your taxable revenues exceed the registration threshold (verify the current threshold with the CRA); many businesses register voluntarily even before reaching it
• Payroll deductions account — if you hire employees or pay yourself a salary

Registration can be done online through the CRA's Business Registration Online portal. Your accountant or lawyer can also facilitate this as part of the incorporation package.

A Note on Extra-Provincial Registration

If your Ontario corporation will carry on business in another Canadian province — for example, if you sign contracts, employ people, or maintain an office there — you are generally required to register extra-provincially in that province. Each province has its own rules and fees. Federal corporations avoid some of this complexity but still require registration in each province where they operate. Failing to register when required can affect your ability to enforce contracts or bring legal proceedings in that province.

Frequently asked questions