How Much Does It Cost to Incorporate in Ontario?

The Ontario government charges $300 to file Articles of Incorporation through the Ontario Business Registry, and the fee is the same whether you file online or by mail. That is the only government fee every Ontario corporation must pay. If you want a named corporation, you also need an Ontario-biased NUANS name search report, which you buy from a private search house. The Initial Return and the yearly annual return carry no government fee. Everything else, from a minute book to professional help, depends on the choices you make.

This guide sets out every cost in one place: what the government charges, what is optional, what you pay once and what you pay every year, and how the total compares with a federal incorporation. All government fees below were checked against the official Ontario and Corporations Canada fee schedules.

The government filing fee

The core cost is the $300 fee to incorporate under the Ontario Business Corporations Act (OBCA). You pay it to the Ontario Business Registry when you file your Articles of Incorporation. Filed online, the incorporation is processed immediately. Filed by mail, ServiceOntario lists a processing time of about 15 business days. The fee does not change with the method, so most people file online.

There is no HST on the government filing fee itself. If you use a lawyer or an incorporation service, HST applies to their professional or service fee, not to the $300 the government collects. Ontario does not offer a paid express option for incorporation, because online filings are already immediate.

Full fee breakdown

Here is every cost an Ontario business corporation can expect around incorporation, including the filings that are free but still mandatory. The federal fee is included at the bottom for comparison.

To compare Ontario with a federal corporation side by side, with every fee linked to its official source, use our cost to incorporate in Canada calculator.

Named vs numbered: the NUANS report

If you want a named corporation ("Maplewind Consulting Inc."), you need a NUANS name search report to confirm the name is available and not confusingly similar to an existing one. That report has its own cost. A numbered corporation ("1234567 Ontario Inc.") skips the NUANS step entirely, which is cheaper and faster, the trade-off being you have a number instead of a brand name until you register an operating name.

Ontario has specific rules for the report. It must be Ontario-biased, because a federally biased report is not accepted for an Ontario filing, and it must be dated no more than 90 days before you file your articles. The Ontario government does not sell NUANS reports. You order one from a private search house, which sets its own price. If the name you want is refused or the report expires before you file, you pay for a new one, so it is worth understanding how a NUANS search works before ordering.

A numbered corporation that wants to trade under a brand can register that operating name under the Business Names Act for $60, renewed every five years. Some owners start numbered to save time and money, then decide on a name later. Our guide to named vs numbered corporations walks through that choice.

One-time costs vs ongoing costs

It helps to split the budget in two. One-time costs are paid to bring the corporation into existence and organize it properly:

• The $300 Articles of Incorporation fee.
• A NUANS report, if you choose a named corporation.
• Setting up the minute book: bylaws, organizational resolutions, share subscriptions and share certificates, and the corporate registers.
• The Initial Return, which has no government fee but must be filed within 60 days of incorporation.
• Any professional or service fee for preparing the documents and filing them.

Ongoing costs come every year for as long as the corporation exists, whether or not it earns any revenue:

• The Ontario annual return, free to file but mandatory.
• The corporate (T2) income tax return, usually prepared by an accountant.
• Bookkeeping, which most corporations either do themselves with software or pay someone to handle.
• Annual resolutions of the directors and shareholders, kept in the minute book.
• A registered office or address service, if you use one instead of your own address.
• Business bank account fees, which vary by institution.

The one-time costs are what most people compare when shopping for an incorporation. The ongoing costs are what actually determine whether incorporating makes financial sense, so look at both before deciding.

Optional costs worth knowing about

• Minute book setup. Ontario corporations are legally required to keep one. You can assemble it yourself or have it prepared, which most owners find worth it.
• Registered office / address service. If you do not want your home address on the public record, an address service is an added cost.
• Professional help. A lawyer or incorporation service charges a fee on top of the government cost, in exchange for getting the share structure and documents right.
• Operating name registration. $60 if you trade under a name other than the corporation's legal name.
• Certificate of Status. $26 when a bank, landlord or lender asks for proof that the corporation is in good standing.

The minute book deserves a closer look, because it is often the line item people cut to save money. The OBCA requires every corporation to keep records such as its articles, bylaws, minutes, resolutions and its registers of directors, shareholders and individuals with significant control. There is no government fee for it, but the documents still have to be drafted correctly. An initial minute book prepared at incorporation costs less than reconstructing one years later, when a bank, buyer or the CRA asks to see it. Our minute book guide explains what goes in it.

The registered office is the other common add-on. An Ontario corporation must have a registered office at a physical address in Ontario, and that address appears on the public record. Many home-based owners prefer a registered office service so their home address stays private.

Doing it yourself vs using a service

There are three broad ways to incorporate in Ontario, and they sit at three different price levels.

Doing it yourself is the cheapest in cash terms. You file directly on the Ontario Business Registry and pay only the government fee, plus a NUANS report if you want a name. In exchange, you draft the articles, choose the share structure, prepare the bylaws and organizational resolutions, and build the minute book yourself. The registry accepts the articles you file; it does not review whether your share structure suits your business.

An online incorporation service costs more than doing it yourself but considerably less than a full-service law firm. A good service handles the filing, the name search, a share structure suited to common situations and the minute book, for a known price. Korporex incorporates Ontario and federal corporations online for a fixed price that includes the filing, name search, share structure, and minute book, with documents delivered within 24 hours.

A lawyer is the most expensive route and the right one when the situation is not standard: several founders who need a shareholder agreement, outside investors, a holding company structure, a professional corporation, or tax planning that depends on the share classes. Fees vary widely with the work involved, so ask for a written quote that separates the government fees, the NUANS report and the legal fees.

What it costs each year after

Incorporating is not a one-time cost. Each year an Ontario corporation files an annual return and a separate corporate (T2) tax return, and keeps its minute book current. Budget for the corporate tax filing in particular, since it usually means an accountant.

The Ontario annual return is filed on the Ontario Business Registry within six months after the end of the corporation's fiscal year. There is no government fee, but it is not optional: a corporation that stops filing can eventually be dissolved. If you would rather not track the deadline, an Ontario annual return filing service can handle it. The T2 return goes to the Canada Revenue Agency, and the CRA also administers Ontario corporate income tax, so one T2 covers both. Because corporate tax returns and financial statements are more involved than a personal return, accounting fees are usually the largest recurring cost of running a corporation.

The minute book also needs yearly upkeep. Directors approve the financial statements, shareholders deal with the auditor or pass a resolution waiving one where the law allows it, and directors and officers are confirmed. These annual resolutions cost nothing to file because they are not filed anywhere, but they need to be prepared and signed.

Costs people forget to budget for

• Late filings. The annual return has no fee, but missing it can lead to dissolution, and reviving a dissolved corporation costs far more than filing on time. The CRA charges penalties and interest on a late T2 when tax is owing.
• Changes after incorporation. Changing the corporation's name or share structure means Articles of Amendment, which carry a $150 government fee, plus a new NUANS report for a name change.
• Fixing a poor share structure. A structure that does not fit your plans can be costly to restructure later, once there are shareholders, investors or tax planning to work around.
• Keeping the public record current. Changes to directors or the registered office are reported with a Notice of Change. The government fee is $0, but someone has to file it.
• Banking. Business accounts usually carry monthly fees, and banks often ask for the articles, the minute book and sometimes a Certificate of Status ($26) to open one.

None of these are large on their own. Together they are why the true cost of a corporation is better measured over the first few years than on the day you file.

Ontario vs federal: cost comparison

A federal corporation under the Canada Business Corporations Act (CBCA) is cheaper to file, but the comparison does not stop at the filing fee. Here is how the two compare side by side.

On fees alone, a federal corporation costs less to create, and federal incorporation includes the name search for a word name. A federal corporation that carries on business in Ontario must still file an Initial Return with Ontario and keep its Ontario information current, and it pays a $12 federal annual return each year. If your business will operate only in Ontario, the Ontario route is simpler to maintain. If you expect to operate across Canada or want national name protection, the federal route is often worth it. Our guide to federal vs provincial incorporation covers the trade-offs beyond cost.

Extra-provincial costs

Extra-provincial registration applies when a corporation carries on business outside the jurisdiction where it was incorporated. An Ontario corporation that expands into another province has to register there, and each province sets its own fee and annual filing. A federal corporation must likewise register in each province where it operates, including Ontario.

Within Ontario, corporations from other provinces and federal corporations do not need a licence to carry on business. They file an Initial Return under the Corporations Information Act, with no government fee. Only corporations incorporated outside Canada need an Ontario extra-provincial licence, which costs $330. If expansion is likely, factor extra-provincial registration into your comparison.

When the cost is worth it

The government fee is modest. The real question is whether the ongoing cost of running a corporation, mostly accounting, is outweighed by what incorporating gives you.

• Limited liability. A corporation is a separate legal person, so its debts and obligations generally belong to it, not to you. Personal guarantees and your own professional liability are exceptions.
• Tax deferral. Active business income kept in the corporation can be taxed at the lower small business rate, and you pay personal tax only when you take money out as salary or dividends.
• Credibility and continuity. Some clients, landlords and lenders prefer to deal with a corporation, and the corporation continues if ownership changes.
• Flexibility. Shares make it easier to bring in partners or investors, or to sell the business later.

Incorporating tends to pay off once the business earns more than you need to live on, or carries real liability risk. If you need every dollar the business earns for personal expenses, the tax deferral does little, and the added accounting cost may outweigh it for now. An accountant can run the numbers for your income. Our guide to the corporate tax rate in Canada explains how the small business rate works.

When you are ready, you can incorporate in Ontario online with Korporex. The filing, name search, share structure and minute book are handled together, so the price you see covers what you need to start properly. For a step-by-step view of the process itself, see our guide to incorporating in Ontario, or go straight to starting your incorporation.

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