Do I need a lawyer to incorporate in Ontario?

What does an online incorporation actually do?

It creates the corporation. You file articles of incorporation through the Ontario Business Registry or Corporations Canada, pay the government fee, and receive a certificate. No law requires a lawyer for that step.

The certificate means the company exists. It doesn’t mean anyone owns it yet.

What’s left after the filing?

Quite a lot, and it’s the part investors look at. After filing, the company usually still needs:

• By-laws setting out how directors and shareholders make decisions. See by-laws.
• Organizational resolutions of the directors, adopting the by-laws, appointing officers and approving share certificates or a share register.
• A share issuance. Under section 25 of the CBCA and section 23 of Ontario’s Business Corporations Act, the directors issue shares, and a share isn’t issued until the consideration for it is fully paid. Until that happens, the founders don’t hold any shares.
• Registers of directors, securities and individuals with significant control, kept with the company’s records under sections 140, 140.2 and 141 of the Ontario Act or sections 20 and 21.1 of the CBCA.
• A minute book holding all of the above.

Many founders who incorporated online find years later that no shares were ever issued. That can be fixed, but fixing it in the middle of a financing is slower and more stressful.

When is doing it yourself reasonable?

A solo founder with one class of shares, no investors on the horizon and the time to set up the records properly can often do it alone. Ontario and Corporations Canada both publish guidance, and some services sell minute book templates.

When does legal help pay for itself?

Usually when more than one person is involved, or money is coming in:

• Cofounders. How you split shares, whether they vest, and who owns the code are easier to agree on at the start. See how should cofounders split equity?
• Investors soon. Investors check the minute book and cap table in due diligence.
• More than one share class, a holding company or a non-resident director.
• Tax planning. Share structure can affect tax outcomes later, so involve an accountant before shares are issued.

What if I already incorporated online?

That’s common and fixable. A lawyer can review what was filed, issue the shares properly (or confirm earlier issuances with ratifying resolutions), set up the registers and build the minute book. Our investor due diligence prep starts with exactly that kind of review.

What does it cost?

The government fee is $300 for Ontario or $200 federally online, according to Ontario and Corporations Canada. Our incorporation fee starts at $600 and includes the articles, organizational resolutions, by-laws, founder share issuance and a digital minute book, with government fees on top. See how much does it cost to incorporate in Ontario? and our fees page.

This guide is general information about Ontario and Canadian law, not legal advice for your situation. To talk through whether you need help, book a free 15-minute consult.