Checklist for Ontario Incorporation
Original Post Date: March 27, 2019
Items that are required to complete an Ontario incorporation application are as follows:
- Business name (if registering a named corporation)
- NUANS report (if registering a named corporation)
- Address for the business
- Directors of the corporation
- Officers and what position they hold
- Shareholders of the corporation
- Share structure for the corporation
- Minimum and maximum number of directors
Whether you are looking at incorporating your business through an online provider, such as ourselves, or incorporating the business in person manually, the incorporation application requires the following:
BUSINESS NAME
The Province of Ontario has a number of stipulations when it comes to choosing a business name.
- The business name may be in English, French or a combination of the two languages
- It is suggested that the business name include both distinctive and descriptive elements, and must also include a legal ending
- The Incorporation may choose any one of the following legal endings such as Limited, LTD., Incorporated, INC., Corporation, Corp., Limitée, Ltée., or Incorporée. Each legal ending has the same rights and privileges.
- University, Institute or College wording requires written approval by the Ministry of Education
- Engineer/Engineering or any variation requires written approval from the governing body
- Royal or Crown cannot appear to be part of the Royal Family
- The use of expletive wording may be refused
- Symbols ($%^@) are not acceptable for the first word of the business name
- Any business name that may be considered or confusing to a government body may be refused
- Condo/Condominium, Co-Op/Cooperative, and Council wording is not available under the Business Corporations Act
- Insurance wording is not available under the Business Corporations Act
- Association wording is only available for Not For Profit Incorporation
- If the corporation is using numbers or digits as the first keyword in the business name, the numbers cannot be confusing to a numbered company incorporation eg. 1345672 Ontario Inc.
- The proposed corporate name will be refused if an exact existing corporation name is found to be in Ontario
Determining a business name requires the individual/s to consider the warnings and restrictions under the Business Corporations Act. You are also required to obtain an Ontario biased NUANS Report when submitting your Incorporation application.
NUANS REPORT
The NUANS report is a 7 page report which lists similar business, corporate and trademark names to your proposed incorporation business name. It is recommended that you obtain a preliminary or pre-search NUANS databank search on the proposed business name prior to obtaining the NUANS report. This will allow you to view any potential conflicts with your proposed business name prior to obtaining the actual NUANS report. When submitting your Incorporation or Articles of Incorporation along with the NUANS report, the Provincial examiner reviewing your corporate proposed business name will only reject the proposed name if that name is exactly the same as an existing corporation incorporated in Ontario.
It is very important to ensure the proposed corporate name is not the same or similar to an existing incorporation to avoid refusal, conflict or confusion. There are a number of Search Houses in Canada who are members of the NUANS system and may offer this service to you. We are one of those members and if you wish, you can order the preliminary/pre-search and NUANS report from us directly.
Alternatively, you may obtain a numbered corporation. If requesting a numbered corporation, the NUANS report is not required. You will only be required to choose a legal ending for your incorporation. The Province of Ontario will assign a 7 digit selected number to your incorporation documents. This corporate number is exclusively available for your incorporated company, example: 1234567 Ontario Inc.
When you complete a named corporation, you will also gain your specific 7 digit number for the corporation, but this number will remain the background.
ADDRESS FOR THE BUSINESS
When incorporating the business in Ontario, the address for the business is required to be within the Province of Ontario. If your business address is within another Province or Territory, the incorporation should be done within that jurisdiction.
The address has to be a physical address. This is an address where someone can walk up to the door and speak to a representative of the corporation. Post office boxes are not acceptable to the Province of Ontario, and it is not recommended to use a UPS store or third party address for the business. The address listed for the corporate head office address is extremely important, as this is the address where service of any legal documents would be addressed. If you use an address that is not accessible by the owners of the corporation, this facilitates the availability of service, court appearances and a judgment against the corporation.
DIRECTORS OF THE CORPORATION
At minimum you are required to have at all times a minimum of one (1) director. Ontario has recently removed the Citizenship requirement for directors of a corporation, allowing a non-citizen to be the sole director of the business. Any director of a corporation must be 18 years or older, not to have a criminal record nor filed for bankruptcy.
The directors have the responsibility of the corporation and typically make the pertinent decisions regarding the functions of the corporation.
OFFICERS OF THE CORPORATION
The officers of the corporation hold specific roles within the organization. As an example, a treasurer of the corporation is responsible for the overall finance of the corporation and may be called on by the CRA if there are any tax filing questions. A secretary is responsible for the administration of the corporation and ensures that the corporation follows its mandate.
There are many officer positions which are available to the management of the corporation. They include President, Vice President, Secretary, Treasurer, CEO, CFO, COO, CFO and many others. Most commonly a corporation holds President, Secretary and Treasurer as the key management positions. The listing of officers is not required for the incorporation, but for a secondary mandatory filing called the Initial Notice. The Initial Notice is due within 60 days after incorporation and specifically confirms incorporation details along with officer positions. If you’d like to file your Initial Notice, you can click here.
SHAREHOLDERS OF THE CORPORATION
An Ontario incorporation requires a minimum of one shareholder. A shareholder is the person or persons who have a financial interest in the corporation. The shareholders are either owners or investors in the business. The shareholders of the corporation are not listed within the Articles of Incorporation. They are held and maintained privately.
SHARE STRUCTURE FOR THE CORPORATION
The share structure of the corporation is the overall template for how many shares there will be and what classes of shares. At minimum, you will need one class of shares and to issue a minimum of 1 share to at least the one sole director if applicable. Typically, the one class of shares are voting which allows the individual or individuals who hold that class of shares to vote at any meeting held on behalf of the corporation whether there is one person or ten people. If you wish to allow perhaps your spouse, children over 18 or investors to hold shares but you do not wish for them to be able to vote regarding any decisions related to the corporation, you may want a second class of shares either as a secondary common share or preference share and designate those to be non-voting. This allows someone to be listed as a shareholder but this person/s doesn’t have the powers within the corporation.
If the new corporation is not a complicated set up with multiple directors, shareholders and requirements for a large variety of share classes, in many circumstances, the one or two classes of shares serves most purposes.
MINIMUM AND MAXIMUM NUMBER OF DIRECTORS
Within the incorporation template, you are required to put a minimum and maximum number of directors. This again is an overall template of where the corporation exists today and where it may be in the future. If you submit a minimum of one director and a maximum of one director, you are restricted to only having one director for the corporation unless you file an amendment to expand this range. The same result happens if you put a minimum of three directors when there are three directors starting the business but do not leave room to go down or up within the number of directors. Most commonly, incorporators choose a range that provides flexibility such as a minimum of 1 and a maximum of 10 or minimum of 2 and maximum of 6. If there is room on either side for either expansion or retraction, this should never be required to be amended.
Here is the link to begin the online process of an Ontario incorporation with us.
Incorporate Your Ontario Business
If you would like further information, please feel free to reach out to any of our staff who are always here to assist entrepreneurs to start their new businesses. Ontario Business Central has been assisting individuals wishing to establish an Ontario Limited company for the last 25 years. Our mandate is to help individuals who wish to become entrepreneurs and our sole mission is to provide an easy online platform to begin your dream of business ownership.
inquiries@ontariobusinesscentral.ca
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Ontario Business Central Inc. is not a law firm and cannot provide a legal opinion or advice. This information is to assist you in understanding the requirements of registration within the chosen jurisdiction. It is always recommended, when you have legal or accounting questions that you speak to a qualified professional.
