How do I incorporate in Ontario?

Step 1: Should it be Ontario or federal?

Decide first, because the filing is different. Ontario has no director residency rule; federal corporations need at least 25% resident Canadian directors but get name rights across Canada. See should I incorporate federally or in Ontario? or try the federal or Ontario tool.

Step 2: Do I want a name or a number?

A word name needs an Ontario-biased NUANS report dated no more than 90 days before filing, according to Ontario’s filing instructions. A numbered company doesn’t. Run a trademark search before you settle on a brand. See can I incorporate before I have a business name?

Step 3: What goes in the articles?

The articles of incorporation set out:

• the name, or a request for a number name;
• the registered office address in Ontario, which can’t be a post office box alone (see registered office address);
• the number of directors, or a minimum and maximum, and the first directors;
• the classes of shares and the maximum number of each, which can be unlimited;
• any restrictions on share transfers and other provisions.

Transfer restrictions matter. Many startups raise early money under Ontario’s private issuer exemption, which requires transfer restrictions in the articles or a shareholder agreement. See what is the private issuer exemption?

Step 4: How do I file?

File online through the Ontario Business Registry and pay the $300 fee listed on Ontario’s fees page. Online filings are processed immediately. Fees can change.

Step 5: What happens after the certificate?

This is the part most online incorporations skip:

1. Organizational resolutions. The directors adopt by-laws, appoint officers, set the fiscal year-end, approve banking and designate where records are kept.
2. Issue founder shares. Each founder signs a subscription and pays the subscription price, usually nominal, and the directors issue the shares. See how many shares should a startup issue?
3. Registers. Set up the securities register, directors’ register and register of individuals with significant control.
4. Founder documents. A shareholder agreement, founder vesting and an IP assignment from each founder.
5. Tax and banking. Get a business number from the CRA, open a bank account, and register for GST/HST when required.

Step 6: What’s ongoing?

An annual return through the Ontario Business Registry, a T2 tax return, annual shareholder resolutions and notices of change within 15 days. See what annual filings does an Ontario corporation have?

Can I do this myself?

Yes, the filing is designed for that. See do I need a lawyer to incorporate? for what to watch. Our incorporation fee starts at $600 and covers steps 3 to 5 for up to three shareholders, with government fees on top; the founder pack adds the shareholder agreement and vesting.

This guide is general information about Ontario law, not legal advice for your situation. To talk through incorporating your startup, book a free 15-minute consult.