To incorporate in Ontario, you choose a name (or accept a numbered name), file Articles of Incorporation through the Ontario Business Registry with the $300 government fee, and then organize the new corporation with by-laws, organizational resolutions, a share issuance and a minute book. A named corporation needs an Ontario-biased NUANS report dated no more than 90 days before filing. Filed online, the articles are processed immediately. Within 60 days of incorporation, the corporation files an Initial Return, which has no government fee.
Ontario corporations are governed by the Business Corporations Act (OBCA), and their public information filings, such as the Initial Return, the annual return and notices of change, fall under the Corporations Information Act. Both are administered through the Ontario Business Registry (OBR), the province's online registry, which launched in October 2021. This guide walks through each step in order, what the law requires at each one, and how an Ontario corporation compares with a federal one.
What is required to incorporate in Ontario
- A corporate name: either a proposed name supported by an Ontario-biased NUANS report, or a number name assigned by the registry.
- Articles of Incorporation setting out the share classes, any restrictions on share transfers or business activities, the number of directors, the first directors and the registered office address.
- One or more incorporators. An incorporator can be an individual or a corporation. An individual must be at least 18, must not have been found incapable of managing property, and must not have the status of bankrupt (OBCA s. 4).
- At least one director, who must be an individual. Ontario has no Canadian residency requirement for directors.
- A registered office at a physical address in Ontario. A P.O. box alone is not acceptable.
- A signed consent to act from each first director who is not an incorporator, kept at the registered office (OBCA s. 5).
How to incorporate in Ontario, step by step
- Step 1. Decide between a named corporation and a numbered corporation.
- Step 2. For a named corporation, order an Ontario-biased NUANS report and check the name against Ontario's naming rules.
- Step 3. Settle the share structure, the number of directors, the first directors and the registered office address.
- Step 4. File Articles of Incorporation on the Ontario Business Registry and pay the $300 government fee.
- Step 5. Receive the Certificate of Incorporation and the Ontario corporation number.
- Step 6. Organize the corporation: by-laws, organizational resolutions, share issuance, officers and the minute book.
- Step 7. File the Initial Return within 60 days of incorporation.
- Step 8. Set up the tax accounts the business needs with the CRA, using the Business Number assigned on incorporation.
The sections below cover each step in more detail.
Named or numbered corporation
A named corporation carries a name its founders choose, such as "Maplewind Consulting Inc." Under section 10 of the OBCA, the name must include one of the legal elements Limited, Limitée, Incorporated, Incorporée or Corporation, or the abbreviations Ltd., Ltée, Inc. or Corp. The name also has to be distinctive enough not to be confused with an existing name, which is what the NUANS report is for.
If no name is set out in the articles, the registry assigns the corporation a number name based on its Ontario corporation number, for example 1234567 Ontario Inc. (OBCA s. 8). A numbered corporation needs no NUANS report, so it is quicker and cheaper to set up. To trade under a brand, it can register an operating name under the Business Names Act for $60, renewed every five years, or later change its corporate name by Articles of Amendment. Our guide to named vs numbered corporations covers the trade-offs.
The NUANS report
A named Ontario corporation needs an Ontario-biased NUANS report. NUANS compares the proposed name against existing corporate names, business names and trademarks across Canada, and the report lists the closest matches. The report must be dated no more than 90 days before the articles are filed, and a federally biased report is not accepted for an Ontario filing. The Ontario government does not sell NUANS reports; they are ordered from a private search house, which sets its own price.
The registry does not examine the name for you before it accepts the articles. If a corporation ends up with a name that does not comply with the OBCA, the Director can later change it by issuing a certificate of amendment, after giving the corporation an opportunity to be heard (OBCA s. 12). Reading the report before filing is how most applicants reduce that risk. For how the search works and what to do if a name is refused, see our guide to NUANS name searches.
Directors and officers
A corporation that is not an offering corporation must have at least one director, and an offering corporation needs at least three (OBCA s. 115). The articles set either a fixed number of directors or a minimum and a maximum. Most small private corporations use a range, which leaves room to add directors later.
A director must be an individual who is at least 18, has not been found incapable of managing property, and does not have the status of bankrupt (OBCA s. 118). Unless the articles say otherwise, a director does not need to hold shares. Ontario used to require that at least 25 per cent of directors be resident Canadians. That requirement was repealed effective July 5, 2021, so an Ontario corporation can now have a board made up entirely of non-residents. A federal corporation still needs at least 25 per cent resident Canadian directors, or at least one if it has fewer than four directors (CBCA s. 105).
The first directors named in the articles hold office from incorporation until the first meeting of shareholders (OBCA s. 119). Officers, such as a president and a secretary, are not named in the articles; the directors appoint them after incorporation. Any later change of directors or officers is reported to the registry with a Notice of Change within 15 days.
Registered office
An Ontario corporation must have a registered office in Ontario at all times (OBCA s. 14). The address must be a physical location; a P.O. box alone is not accepted. The registered office address appears on the public record, and the corporation's records are kept there unless the directors designate another place in Ontario. The directors can move the office within the same municipality by resolution, while a move to another municipality needs a special resolution of the shareholders. In either case the change of address is reported to the registry.
Because the address is public, many home-based owners use a registered office service so their home address stays off the record.
Share structure
The articles set out the classes of shares the corporation may issue, any maximum number of shares in each class, and the rights, privileges, restrictions and conditions attached to each class. The simplest structure is a single class of common shares that carry votes and a right to dividends. Many owner-managed corporations authorize several classes instead, for example voting and non-voting shares or classes that can receive dividends separately, to leave room for family members, partners or a future holding company.
Private corporations usually restrict share transfers in their articles, typically by requiring the directors' approval. Restrictions of this kind are part of what lets a private corporation rely on the private issuer exemption under securities law when it issues shares to founders, family and close associates.
Because the share classes affect control, dividends and tax planning, many owners review the structure with an accountant or lawyer before filing, since changing it later requires Articles of Amendment. Where there is more than one shareholder, a shareholder agreement usually sits alongside the articles. Our guide to Articles of Incorporation explains each part of the document.
Filing on the Ontario Business Registry
Articles of Incorporation are filed on the OBR, either directly or through an intermediary such as a lawyer or an incorporation service. The government fee is $300 whichever method is used. Filed online, the incorporation is processed immediately; filed by mail, ServiceOntario lists a processing time of about 15 business days. The articles are signed by the incorporators, and a NUANS report must still be within its 90-day window on the filing date. On approval, the registry issues the Certificate of Incorporation, and the corporation exists from the date shown on it.
Costs
| Item | Government fee | Notes |
|---|---|---|
| Articles of Incorporation | $300 | Same fee online or by mail |
| Ontario-biased NUANS report | Not a government fee | Named corporations only; the price is set by the private search house |
| Initial Return | $0 | Within 60 days of incorporation |
| Annual return | $0 | Every year, within six months after fiscal year-end |
| Business name registration | $60 | Only to operate under another name; renewed every five years |
| Minute book | No government fee | Records the OBCA requires; prepared by the corporation or a provider |
Professional or service fees come on top of the government fees, and HST applies to those fees, not to the $300 the government collects. For a full breakdown, including one-time and ongoing costs and the items people forget to budget for, see our guide to the cost to incorporate in Ontario.
Timeline
For a straightforward Ontario incorporation, the typical timeline is:
- Name: a NUANS report is usually generated the same day it is ordered. A numbered corporation skips this step.
- Articles of Incorporation: prepared once the name, share structure, directors and registered office are settled.
- Filing: processed immediately when filed online, or in about 15 business days by mail.
- Business Number: assigned automatically by the CRA after incorporation.
- Organizational resolutions and minute book: usually completed right after incorporation, since banks ask for them when the account is opened.
- Initial Return: due within 60 days of incorporation.
What you receive after filing
- A Certificate of Incorporation showing the date of incorporation and the Ontario corporation number.
- The Articles of Incorporation as filed.
- Access to the corporation's record on the Ontario Business Registry. Later filings use the corporation's company key, a nine-digit code unique to the business that is meant to be kept private.
- A Business Number and a corporation income tax program account from the CRA, assigned automatically after incorporation.
Organizing the corporation: by-laws, resolutions and the minute book
Filing the articles creates the corporation, but it does not issue any shares or appoint any officers. Section 117 of the OBCA provides for a meeting of the directors after incorporation, at which they may make by-laws, adopt forms of share certificates and corporate records, authorize the issue of shares, appoint officers, appoint an auditor until the first shareholders' meeting, and make banking arrangements. The same matters can be dealt with by a written resolution signed by all of the directors, which is how most private corporations handle them.
By-laws set the internal rules: how directors and shareholders meet, who signs documents, and how the corporation banks. By-laws made by the directors are submitted to the shareholders at their next meeting for confirmation (OBCA s. 116). A corporation that is not an offering corporation can also be exempt from appointing an auditor for a financial year if all of its shareholders consent in writing (OBCA s. 148).
All of this goes in the minute book. The OBCA requires every corporation to keep, at its registered office or another place in Ontario designated by the directors, its articles and by-laws, minutes and resolutions of shareholders and directors, a register of directors, a securities register and adequate accounting records (OBCA ss. 140 and 141). Since January 1, 2023, Ontario corporations must also keep a register of individuals with significant control, which covers, among others, individuals who hold or control 25 per cent or more of the votes or of the fair market value of the shares (OBCA s. 140.2).
Banks, buyers, lenders and the CRA can all ask to see the minute book. An initial minute book prepared at incorporation puts these documents in place from day one, and our minute book guide explains what goes in it.
The Initial Return: due within 60 days
Under section 2 of the Corporations Information Act, every Ontario corporation must file an Initial Return within 60 days after the date of incorporation. It confirms the corporation's directors, officers and registered office on the public record. There is no government fee. The Initial Return is easy to overlook because the articles have only just been filed, but it is a separate legal requirement.
After that, the corporation reports changes with a Notice of Change within 15 days after the change (Corporations Information Act s. 4), and files an Ontario annual return through the OBR every year within six months after its fiscal year-end. The annual return also has no government fee, but a corporation that stops filing can eventually be dissolved. Our guide to corporate annual returns explains the yearly cycle.
CRA Business Number and tax accounts
When a corporation is incorporated in Ontario, the Canada Revenue Agency automatically assigns it a Business Number (BN) and a corporation income tax program account. The corporation files a T2 corporate income tax return every year, whether or not it earns income, and the CRA administers Ontario corporate income tax, so a single T2 covers both.
Other program accounts are opened as needed. A GST/HST account is required once the corporation stops being a small supplier, which happens when its taxable revenues exceed $30,000 in a single calendar quarter or over four consecutive calendar quarters; registering voluntarily before then is allowed. A payroll program account is needed when the corporation pays salaries or wages, including to its owner. Our guides on getting a CRA Business Number and getting a GST/HST number in Ontario walk through registration.
Ontario vs federal incorporation
A business based in Ontario can incorporate under the OBCA or federally under the Canada Business Corporations Act (CBCA). Either one can carry on business in Ontario. The main differences are summarized below.
| Ontario (OBCA) | Federal (CBCA) | |
|---|---|---|
| Registry | Ontario Business Registry | Corporations Canada |
| Government filing fee | $300 | $200 |
| Name search | Ontario-biased NUANS report for a named corporation | No separate NUANS report; the name search is part of the federal process |
| Director residency | No requirement | At least 25% resident Canadians (at least one if fewer than four directors) |
| Name protection | Ontario | Across Canada |
| Annual return | $0, within six months after fiscal year-end | $12, within 60 days after the anniversary date |
| Operating in Ontario | Nothing more to register | Ontario Initial Return within 60 days of beginning business in Ontario |
| Operating in other provinces | Extra-provincial registration in each province | Extra-provincial registration in each province |
A business that will operate mainly in Ontario deals with a single registry as an Ontario corporation. A federal corporation suits businesses that expect to operate in several provinces or want national name protection, but it files with both Corporations Canada and Ontario, and with any other province where it carries on business through extra-provincial registration. Our guide to federal vs provincial incorporation covers the comparison in depth.
After incorporation
Once the corporation exists and is organized, a few practical steps remain:
- Issue the initial shares to the founders and record them in the securities register, with share certificates if the corporation uses them.
- Open a corporate bank account. Banks typically ask for the Certificate and Articles of Incorporation, a banking resolution and identification for the signing officers.
- Register for GST/HST, payroll and any other CRA accounts the business needs.
- Register any operating name that differs from the corporate name.
- Check whether the business needs municipal licences or industry permits.
- Calendar the recurring deadlines: the Ontario annual return, the T2 return, and the annual resolutions of directors and shareholders.
Annual resolutions are not filed with the government, but they keep the minute book current, and an annual resolution service can prepare them each year. Our guide to opening a business bank account in Canada covers what banks ask for.
Korporex incorporates Ontario corporations online, with the NUANS report, the filing, the share structure and the initial minute book handled together. You can start your Ontario incorporation online, or read our guide to registering a business in Ontario to compare a corporation with a sole proprietorship or partnership.
Frequently asked questions
How long does it take to incorporate in Ontario?+
Filed online through the Ontario Business Registry, Articles of Incorporation are processed immediately, so a corporation can exist the same day its documents are ready. A NUANS report for a named corporation is usually generated the same day it is ordered. Filing by mail takes about 15 business days. The Initial Return then follows within 60 days of incorporation.
Can a non-resident be a director of an Ontario corporation?+
Yes. Ontario repealed its requirement that at least 25 per cent of directors be resident Canadians, effective July 5, 2021. An Ontario corporation can now have a board made up entirely of non-residents, as long as each director is an individual who is at least 18, not bankrupt and not found incapable. A federal corporation still has a resident Canadian director requirement.
Do I need a NUANS report to incorporate in Ontario?+
Only for a named corporation. A named Ontario corporation needs an Ontario-biased NUANS report dated no more than 90 days before the articles are filed, and a federally biased report is not accepted. A numbered corporation, which takes a number name assigned by the registry, needs no NUANS report at all.
What is the Initial Return and when is it due?+
The Initial Return is a filing under Ontario's Corporations Information Act that confirms the corporation's directors, officers and registered office on the public record. Every Ontario corporation must file it within 60 days after the date of incorporation. There is no government fee, and it is filed on the Ontario Business Registry.
Do I need a lawyer to incorporate in Ontario?+
No. Ontario law does not require a lawyer to file Articles of Incorporation, and they can be filed directly on the Ontario Business Registry. Many owners use a lawyer when the setup is not standard, for example several founders, outside investors, a holding company or a professional corporation, and an online incorporation service for a straightforward corporation.
Does an Ontario corporation automatically get a CRA Business Number?+
Yes. When a corporation is incorporated in Ontario, the Canada Revenue Agency automatically assigns it a Business Number and a corporation income tax program account. Other accounts, such as GST/HST and payroll, are opened separately when the business needs them. The corporation files a T2 return each year, which also covers Ontario corporate income tax.