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Filing articles takes minutes. Getting the share structure, director residency, by-laws and minute book right is what determines whether your corporation survives a bank review, an investor round or a sale five years from now.
Arrange a Call →Incorporating is one filing. Staying incorporated properly means an Initial Return within 60 days, a Notice of Change within 15 days of any change of directors, officers or registered office, and an annual return every year thereafter.
The Ontario government filing fee for articles of incorporation is $300 when filed electronically through the Ontario Business Registry, plus roughly $30 to $75 for a NUANS name search report if you want a named rather than a numbered corporation. Federal incorporation through Corporations Canada is $200 online. Legal fees for the articles, by-laws, share structure, resolutions and minute book are quoted separately as a fixed fee.
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Anyone can file articles of incorporation online. The reason business owners engage a lawyer is that four decisions made at incorporation are expensive to change afterwards: the jurisdiction, the share structure, who is named as a director, and who actually subscribes for the first shares. Correcting a share structure later usually requires articles of amendment, shareholder approval and, if value has accrued, a tax-driven reorganization. Getting it right on day one costs a fraction of that.
The most common self-filing error we see is a single class of common shares issued equally to two founders with no shareholder agreement, no vesting and no provision for what happens if one leaves. The second most common is the opposite problem: an over-engineered structure copied from a template, with multiple classes of preference shares that the client cannot explain and that complicate every later financing. A share structure should reflect the actual plan for dividends, control, family income splitting where permitted, and future investment.
Lexaltico LLP incorporates under both the Business Corporations Act (Ontario) and the Canada Business Corporations Act, and prepares the full organizational package that follows the filing. We also handle professional corporations for regulated professionals, holding companies for tax and asset protection planning, and extra-provincial registrations for corporations expanding into or out of Ontario.
| OBCA (Ontario) | CBCA (Federal) | |
|---|---|---|
| Filing authority | Ontario Business Registry | Corporations Canada |
| Government filing fee | $300 online | $200 online |
| Resident Canadian directors | None required since July 5, 2021 | At least 25%; where there are fewer than four directors, at least one |
| Name protection | Ontario | Across Canada |
| Name search | NUANS report required for a named corporation | NUANS report required; name pre-approved by Corporations Canada |
| Annual return | Filed through the Ontario Business Registry within six months of financial year end | Filed with Corporations Canada within 60 days of the anniversary date |
| Operating in Ontario | No further registration | Extra-provincial registration in Ontario also required |
| Written shareholder resolutions | Ordinary resolutions of a non-offering corporation may be signed by holders of a majority of voting shares | Signatures of all shareholders entitled to vote required |
For a business that will operate only in Ontario, provincial incorporation is usually simpler and cheaper to maintain because it avoids a second annual filing stream. Federal incorporation is worth the extra administration where the brand needs national protection, where the business will operate in several provinces from the outset, or where an investor expects a CBCA company. Neither choice affects income tax: both are taxed the same way, and both can qualify as a Canadian-controlled private corporation if the control tests are met.
We order a NUANS report, valid for 90 days, and review it against existing corporate names and registered trademarks. A distinctive element, a descriptive element and a legal element such as Inc., Ltd. or Corp. are required. A numbered corporation avoids the search entirely and can be given a business name later.
We design the classes of shares, voting rights, dividend entitlements and redemption or retraction features, taking into account who will hold shares, whether a holding company will sit above the operating company, and what future financings are contemplated.
Filed electronically. Ontario filings are generally processed the same business day. The articles set the registered office, the number of directors or a minimum and maximum range, and any restrictions on business or share transfers.
By-law No. 1, first directors resolutions, election of officers, appointment or waiver of an auditor, banking authority, subscription for and issuance of the first shares, and share certificates.
Securities register, register of directors and officers, register of ownership interests in Ontario land, and the register of individuals with significant control required of privately held OBCA corporations since January 1, 2023.
Filed under the Corporations Information Act. Thereafter, any change of director, officer or registered office must be reported within 15 days.
Alongside the corporate steps, the company will need a business number and the relevant Canada Revenue Agency program accounts: corporate income tax, payroll if there will be employees, and HST registration, which becomes mandatory once the small supplier threshold is exceeded. Where the corporation will carry on business under a name other than its legal name, a business name registration under the Business Names Act is also required.
A workable private company structure usually includes voting common shares carrying control and growth, non-voting common shares that allow value to be shared without diluting control, and one or more classes of preference shares that can be used for an estate freeze or to hold redeemable value at a fixed amount. Where the plan includes a holding company, the operating company shares are typically issued to the holdco so that surplus cash can be moved up by intercorporate dividend and kept out of the operating company's risk.
Share structure interacts closely with tax. The tax on split income rules significantly restrict the historical practice of paying dividends to family members who are not sufficiently involved in the business, and the lifetime capital gains exemption for qualified small business corporation shares depends on asset and holding-period tests that must be planned for years in advance. We design the corporate side and work with your accountant on the tax side rather than guessing at it.
Issuing shares to a co-founder or key employee after the business already has value can create an immediate taxable benefit. Where equity is intended for someone joining later, options, a fresh class of shares subscribed at fair market value, or a plan structured with tax advice are usually better answers than simply transferring existing shares.
Regulated professionals in Ontario, including physicians, dentists, lawyers, accountants, engineers and others, may incorporate a professional corporation under the OBCA where their governing statute and regulator permit it. Professional corporations carry restrictions: the name must comply with the regulator's rules and include the words Professional Corporation, the shares must generally be held by members of the profession subject to limited family shareholding exceptions in some professions, and the corporation must hold a certificate of authorization from the regulator. Incorporating does not shield a professional from liability for their own professional negligence.
A holding company is used to hold shares of an operating company, real estate, or investment assets. The usual reasons are creditor protection, moving retained earnings out of an active business, purifying an operating company so its shares remain eligible for the lifetime capital gains exemption, and creating a structure that supports a future estate freeze. Holding companies add filing obligations and cost, so they are worth forming when there is an actual plan for them, not by default.
Non-resident founders should note that while Ontario no longer requires resident Canadian directors, banking, credit and certain licensing arrangements may still be more difficult without a Canadian-resident officer or director. Where the ultimate owners are non-Canadian and the corporation is acquiring an existing Canadian business, the Investment Canada Act notification or review requirements should be assessed before closing.
A corporation that misses its annual returns can be dissolved for default. Reviving a dissolved Ontario corporation is possible through articles of revival, but it interrupts contracts, bank accounts and licences in the meantime, and property of a dissolved corporation can vest in the Crown as forfeited corporate property. The annual cycle is short: hold or document the annual meeting, approve the financial statements, appoint or waive the auditor, record any share transfers, and file the annual return.
The audit point is worth flagging because it saves money. A non-offering corporation under the OBCA may dispense with the appointment of an auditor by written consent of all shareholders, including holders of non-voting shares, given each year. Most owner-managed companies rely on this, but the consent has to actually be signed and kept in the minute book; it is not automatic.
We offer an annual corporate maintenance service that prepares the annual resolutions, updates the registers, files the annual return, and flags any change that requires a Notice of Change within 15 days. If your existing minute book has fallen behind, we can rebuild it, which is far cheaper done proactively than under the pressure of a transaction. Contact us to incorporate or to bring an existing corporation back into good standing.
A corporate name is not a trademark, and this is the single most common misunderstanding among new incorporators. Clearing a name through NUANS and having articles accepted means the registry did not identify a conflicting corporate name at that moment. It does not grant exclusive rights to use the name in the marketplace, it does not prevent an unincorporated competitor from using something similar, and it is no answer to an infringement claim by the owner of a registered trademark. Brand rights come from use at common law and from registration under the Trademarks Act with the Canadian Intellectual Property Office.
Businesses that expect to invest in a brand should run a trademark availability search before committing to a corporate name, not after signage and packaging have been produced. A registration takes time to obtain and covers defined goods and services across Canada, which is a materially stronger right than either a corporate name or a business name registration. Where the corporation will trade under something other than its legal name, a business name registration under the Business Names Act is required, remains valid for five years, must be renewed, and confers no exclusivity of its own.
Geography matters too. An Ontario corporation that begins carrying on business in another province must register extra-provincially there, and a federal or out-of-province corporation carrying on business in Ontario must register here and make the filing Ontario requires shortly after it starts. What amounts to carrying on business varies between provinces and can be triggered by a physical location, employees, or a registered address, so a corporation opening a second location should confirm its obligations before it does so rather than after a licensing or banking problem surfaces.
Finally, a word on shelf corporations and do-it-yourself filings. Both are cheap and both regularly produce the same defects: articles that do not contain the share classes the business actually needs, no by-laws, no organising resolutions, shares never actually issued, and no registers. A corporation whose shares were never validly issued has no shareholders of record, which is discovered at the worst possible moment. The organisational package is not an add-on to incorporation; it is what makes the incorporation useful.
Our lawyers offer a introductory call for most matters. Call, email, or book online. Do not sign anything before speaking with us.
55 University Ave, Suite 1100
Toronto, ON M5J 2H7
2 Sheppard Ave East, Suite 303, Toronto, ON M2N 5Y7
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Lexaltico LLP
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