Incorporating is a filing, and the filing is the easy part. Articles of Incorporation cost $300 online through the Ontario Business Registry and issue immediately. What takes thought is the share structure, who the directors are, and whether Ontario or federal is the right home.
Our charges include applicable taxes. Disbursements are extra and billed at cost — itemized upfront, in writing, never hidden.
From $1,128.87 taxes included
Most Ontario small businesses incorporate provincially under the Business Corporations Act (Ontario), the OBCA. The filing is $300 online through the Ontario Business Registry and the certificate issues immediately. Federal incorporation is a separate system under the Canada Business Corporations Act, run by Corporations Canada.
The practical differences are name protection and directors. A federal corporation gets its name protected across Canada, and it must have at least 25% resident Canadian directors. Ontario removed its resident-director requirement entirely on 5 July 2021, so an OBCA corporation can have a board with no Canadian residents on it at all.
Federal is not automatically better. A federal corporation still has to register extra-provincially in Ontario and keep up filings in both systems. If you operate from Ontario and sell to customers wherever they happen to be, provincial is usually simpler and cheaper to maintain. Choose federal when the name matters nationally, or when you expect operations, staff or investors across several provinces.
You can incorporate with a number name — 1234567 Ontario Inc. — or a name you choose. A number name needs no search; the registry assigns it. It is a perfectly respectable choice. You can register a business name to trade under, or change the corporate name later by amendment.
If you want a chosen name, you need an original Ontario-biased NUANS report from a private search house, submitted with the articles and dated no more than 90 days before you file. The name must end in Limited, Incorporated or Corporation, or one of the accepted abbreviations — Ltd., Inc., Corp.
NUANS is a similarity search, not an approval. The Ministry does not guarantee your name is free of conflict, and clearing the registry is not the same as clearing trademark risk. If the name is going on signage, packaging and a website, run a trademark search as a separate exercise before you print anything.
Share structure is where a cheap incorporation costs you later. A single class of common shares is fine for a one-owner business that will never take on a partner. If you might add a shareholder, pay dividends at different rates to different people, or sell the company one day, the classes you create on day one decide what is possible without going back and amending.
Directors run the company; shareholders own it. They are usually the same person in a small business, and that is fine. But directors carry personal exposure shareholders do not — unremitted source deductions and HST, and unpaid wages and vacation pay under the Employment Standards Act. That is a reason to be deliberate about who gets named, and to not add a spouse or parent as a director for no reason.
Two or more owners should have a shareholders' agreement. Without one, the OBCA defaults decide what happens when someone wants out, dies, stops working, or simply refuses to agree. Those defaults will not match what the two of you assumed over coffee. The agreement is separate from the incorporation, and it is the document people wish they had.
Incorporating creates the company. It does not organize it. The organizing step — first directors' resolutions, appointing officers, adopting by-laws, actually issuing the shares — is what makes your ownership real and starts the minute book. A certificate with no share issuance behind it means nobody legally owns the company yet.
Then registrations. A business number, with the corporate income tax account opening automatically; HST, payroll and import/export accounts are separate and you open the ones you need. HST registration becomes mandatory once taxable revenue passes $30,000 over four consecutive calendar quarters, and is voluntary before that.
Ongoing, you file an Ontario annual return within six months of each fiscal year end — no fee online, and entirely separate from your T2 corporate tax return — and report any change of directors, officers or registered office within 15 days. Since 1 January 2023, private OBCA corporations must also keep a transparency register of individuals with significant control at the registered office.
If your business is run from Ontario and you have no near-term plan to operate from other provinces, Ontario is usually the simpler and cheaper choice. Federal makes sense when you want the corporate name protected across Canada, or when you expect directors, investors or offices in multiple provinces. Note the residency rule: a federal corporation needs at least 25% resident Canadian directors, while Ontario dropped that requirement on 5 July 2021. A federal corporation operating in Ontario still has to register here, so you end up maintaining two sets of filings.
Only if you want a chosen name. Number-named corporations need no search — the registry assigns the number. For a chosen name you need an original Ontario-biased NUANS report submitted with the Articles of Incorporation, dated no more than 90 days before filing. NUANS is a similarity search; it does not approve your name or protect it. Trademark protection is a separate, federal process under the Trademarks Act.
Yes. An Ontario corporation that does not offer its securities to the public can have a single director, and one person can be sole shareholder, sole director and sole officer. That is the normal structure for an owner-operated business. It does mean every director liability sits on you alone, so keep source deductions and HST remittances current — those are the exposures that follow a director personally.
No. The corporation is a separate legal person and its ordinary debts are its own, but there are three big holes. Personal guarantees — landlords and lenders almost always ask, and a guarantee puts you back on the hook. Your own conduct — incorporating does not stop someone suing you personally for what you did. And statutory director liabilities for unremitted source deductions, HST and unpaid employee wages. Insurance and incorporation solve different parts of the same problem.
Our corporate work starts at $1,128.87, taxes included and published on our pricing page. Government fees and disbursements are extra and billed at cost — the Ministry charges $300 to file Articles of Incorporation online, and a NUANS report is a separate charge from a private search house if you want a chosen name.
Open your file tonight — a licensed Ontario lawyer will confirm everything with you by tomorrow.