The Startup Legal Launch Checklist (Ontario)

A grouped, tick-as-you-go checklist for getting your Ontario business legally off the ground.

Who this is for + what you'll get: Founders launching a new business in Ontario — a freelancer going pro, a two-person partnership, or a venture-backed startup. You'll get a single ordered checklist covering structure, registration, tax accounts, contracts, IP, insurance, and privacy, so nothing important slips through before launch.

⚖️ This is a general guide, not legal advice. It can't account for your specific situation. Use it to get oriented, then confirm the details with a licensed Ontario lawyer.

How to use this checklist

Work through the groups roughly in order — the early decisions (your structure, your name) shape everything after them. Some items can run in parallel. Print this, tick boxes as you go, and keep it in your startup binder. A few line items reference dollar amounts and government fees; those change, so we name the authority instead of quoting a number — always verify the current cost when you get there.

Group 1 — Choose your structure

This is the foundational decision. It affects your taxes, your personal liability, and how you raise money.

• Understand your three main options: sole proprietorship (you, personally, are the business), partnership (two or more owners share the business), and corporation (a separate legal "person" that you own through shares).
  • Why it matters: A sole proprietorship is cheapest and simplest, but you are personally on the hook for every business debt. A corporation creates a liability shield and can be more tax-efficient, but costs more to set up and maintain.
• Decide based on your risk, income, and growth plans (see our Incorporate vs. Sole Proprietorship worksheet to work this through).
• If choosing a partnership, agree in writing on splits, decisions, and exits before money moves. A handshake partnership is a future dispute.
• Confirm your choice with a lawyer or accountant — switching later is possible but costs time and money.

💡 Tip: You don't have to incorporate on day one. Many founders start as a sole proprietor to test the idea, then incorporate once revenue, risk, or partners make it worthwhile.

Group 2 — Lock down your name

• Brainstorm a business name and check it isn't already taken.
• Run a NUANS name search — a database report that compares your proposed name against existing corporate names and trademarks across Canada. (Required if you're incorporating with a named company; recommended even for a registered business name.)
• Search the Canadian Trademarks Database (operated by CIPO, the Canadian Intellectual Property Office) to flag conflicts with registered trademarks.
• Check domain and social-media handle availability so your legal name and your brand match.
• Avoid names that are merely descriptive ("Toronto Plumbing") — they're weak as brands and hard to protect.

⚠️ Watch out: Registering a business name or incorporating a company name does not give you trademark rights. They are different systems. To truly own a brand, you need a registered trademark (see Group 8).

Group 3 — Register or incorporate

• Sole proprietors and partnerships: register your business name through the Ontario Business Registry if you operate under anything other than your own legal name.
  • Why it matters: Operating under an unregistered trade name can block you from enforcing contracts and opening a bank account in that name.
• Corporations: decide Ontario vs. federal incorporation, then file your Articles of Incorporation (Ontario corporations are governed by the Business Corporations Act (Ontario); federal ones by the Canada Business Corporations Act). Our Incorporate in Ontario Roadmap walks the full filing.
• Choose a named company (e.g., "Bright Idea Labs Inc.") or a numbered company (e.g., "1234567 Ontario Inc.") — you can attach a business name to a numbered company later.
• Keep your registration confirmation and corporate number — you'll need them constantly.

Group 4 — Set up your governance (corporations)

• Build a minute book — the official record binder (physical or digital) for your corporation. It holds your articles, by-laws, resolutions, and registers.
  • Why it matters: Banks, investors, and buyers will ask to see it. A missing or sloppy minute book is the single most common cleanup item in a financing or sale.
• Pass organizational resolutions: appoint the first directors and officers, adopt by-laws, and authorize the issue of shares.
• Issue shares to the founders and record them in the share register.
• Set up your register of individuals with significant control (ISC) — a transparency register listing who really controls the company. Private Ontario corporations are required to maintain one (publicly traded and offering corporations are exempt).

Group 5 — Founders' / shareholder agreement

• Put a shareholder agreement in place if there's more than one owner (or a founders' agreement before you incorporate).
  • Why it matters: It decides what happens if a founder leaves, dies, wants to sell, or stops pulling their weight — while everyone still likes each other. See our Shareholder Agreement Checklist.
• Address at minimum: vesting of founder shares, decision-making and voting, transfer restrictions, a buy-sell mechanism, and how disputes get resolved.
• Make sure each founder's prior IP is assigned to the company (see Group 8).

Group 6 — Tax accounts and the CRA

• Get a Business Number (BN) from the Canada Revenue Agency — the master number under which all your tax accounts sit.
• Register for an HST account if you'll exceed the small-supplier threshold (a revenue level set by the CRA — verify the current amount, as it can change). Many businesses register voluntarily to claim input tax credits.
• Register for a payroll account if you'll have employees, so you can remit source deductions.
• Register for a corporate income tax (T2) account if incorporated.
• If you'll import or export goods, ask the CRA about an import/export account.

💡 Tip: Talk to an accountant before you register for HST or run your first payroll. Getting the setup right is far cheaper than fixing remittance errors later.

Group 7 — Licences, permits, and the bank

• Check municipal licensing for your city (Mississauga, Toronto, etc.) — many trades and home-based businesses need a local business licence.
• Confirm any provincial or federal permits for your industry (food, health, construction, financial services, alcohol, and others are regulated).
• Open a dedicated business bank account — keep business and personal money strictly separate, especially if incorporated.
  • Why it matters: Mixing funds can pierce your corporation's liability shield and turns bookkeeping into a nightmare.

Group 8 — Protect your intellectual property

• Have every founder, employee, and contractor sign an IP assignment so the company owns what they create. Without it, the creator may own the code, designs, or content — not you.
• File a trademark application with CIPO for your brand name and logo once you've cleared the search.
• Consider copyright (automatic in Canada, but registration helps prove ownership) for software, content, and creative work.
• Put confidentiality / NDA terms in place before sharing anything sensitive with partners, contractors, or investors.

Group 9 — Core contracts

• Prepare a customer agreement or terms of service so every sale runs on your terms, not a verbal understanding.
• Prepare supplier / vendor terms for the other side of the business.
• Prepare employment and contractor agreements — including IP assignment, confidentiality, and a clear employee-vs-contractor classification.
  • Why it matters: Misclassifying an employee as a contractor is a common, expensive mistake under Ontario employment and tax law.
• Avoid building your business on unsigned, generic templates pulled off the internet — get the core three reviewed once, then reuse them.

Group 10 — Privacy (PIPEDA basics)

• Map what personal information you collect from customers and employees, and why.
• Publish a clear privacy policy explaining what you collect, how you use it, and how people can reach you. Canada's federal private-sector privacy law (PIPEDA) applies to most commercial activity.
• Get meaningful consent before collecting or sharing personal data, and don't share it with third parties without disclosing that.
• Secure the data you hold and have a basic plan for responding to a breach.

Group 11 — Insurance and bookkeeping

• Get commercial general liability insurance, plus professional liability (errors & omissions) if you give advice or services.
• Add coverage your industry needs — property, cyber, product, or directors' & officers' (D&O) insurance.
• Set up bookkeeping from day one — accounting software, a chart of accounts, and a habit of keeping receipts. Clean books make tax time, financing, and a future sale dramatically easier.

What's next

You don't have to do all of this in one week, but you should do all of it before you scale. Prioritize the items that create liability if you skip them: structure, the founders'/shareholder agreement, IP assignments, the core contracts, and insurance. The administrative pieces (registrations, accounts, bookkeeping) can run alongside.

📌 A simple sequence: (1) pick your structure, (2) clear and lock your name, (3) register/incorporate, (4) get your BN and tax accounts, (5) sign the founder, IP, and core contracts, (6) bank account + insurance + bookkeeping, (7) privacy policy live before you collect data.

How Treadstone Law can help

Treadstone Law helps Ontario founders launch on a solid legal footing — incorporation, founders' and shareholder agreements, minute books, IP assignments, and the core contracts your business actually runs on. We work digital-first and price the predictable work at flat fees, so you know the cost up front.

• Start your file online any time at treadstonelaw.ca/start-file
• See transparent, flat-fee pricing at treadstonelaw.ca/pricing
• Learn more about our business services at treadstonelaw.ca/corporate
• Prefer to talk it through? Call 1-844-900-1070

This is not legal advice

This guide is general information, not legal advice. Reading it does not create a lawyer-client relationship. Ontario laws, tax rates, and government programs change, and how the law applies depends on your specific facts. For advice about your situation, speak with a licensed Ontario lawyer. Treadstone Law is licensed by the Law Society of Ontario — reach us at 1-844-900-1070 or start a file online.