In Ontario, you have two ways to incorporate a business. You can either manually prepare and file Articles of Incorporation or you can use a third party portal to incorporate the business online or electronically.
Manually Filing Your Incorporation
(no longer available as of Oct 19, 2021)
The Province of Ontario is removing the ability to manual file Articles of Incorporation in October of 2021. After this date, the government offices will be closed that provided the manual filing services.
To complete a manual incorporation in Ontario, you are required to have two copies of the prepared Articles of Incorporation Form 1 under the Ontario Business Corporations Act from the Province of Ontario. You may use the attached PDF form listed below:
If you are completing a corporate name, an Ontario biased NUANS report is required. This is a 7 page report listing similar small businesses, corporations and trademarks to your proposed business name. NUANS searches can be completed prior to having the NUANS report request to ensure availability of your selected business name.
In section 1 of the Articles of Incorporation you will fill in the business name and spacing by selecting one letter per box along with a box for any spaces in between each word. If you are completing a numbered company, you are required to select the word Ontario and a legal ending such as Inc or Ltd in the graph provided on the document. Leave a number of spaces before inserting the word Ontario as the number will be placed at the beginning of the business name grid.
Each section of the Articles of Incorporation requires to be filled in including sections 5, 6, 7, 8 and 9.
- Section 5 requires any restrictions, if any, on the business the corporation may carry on or on powers the corporation may exercise.
- Section 6 requires the classes of any maximum number of shares that the corporation is authorized to issue.
- Section 7 requires rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors authority with respect to any class of shares which may be issued in series.
- Section 8 requires the issue, transfer or ownership of shares is/is not restricted and the restrictions (if any). are as follows:
- Section 9 Other provisions, (if any, are).
The Provincial examiners do not ensure that you have provided information that is reflective of the requirements within the document, so it is important that you understand and provide the details of the incorporation structure properly.
When you have completed each section at the bottom of the document Section 10 requires original signatures by the incorporators. The completed Articles of Incorporation are to be prepared in duplicate. Once everything is prepared and ready to be filed, you can attend the Companies Branch office at:
200-393 University Avenue, Toronto, ON
If you are not within Toronto, you may also file at some Provincial kiosks in Ontario. The listed office may be found by searching www.ServiceOntario.ca.
If you go in person to a Provincial office, the documents will be processed on a same day basis. If you mail in the documents, it can take many weeks before the processing and delivery of the completed Articles will take place.
We offer, when you decide to complete the filing manually, to assist you with the name search and NUANS report and/or file the Articles of Incorporation with the Ontario government on your behalf.
If you wish to prepare the documents yourself and have us file manually on your behalf, please contact our friendly and knowledgeable staff to obtain a quote. email@example.com or 1-800-280-1913.
How to Choose the Perfect Name For Your Business
To assist you, if you are struggling to find the perfect name for your business, we have written specifically about this topic and provide you with useful tools and ideas to make the process of choosing a business name much easier, along with a few additional articles that provide the benefits to completing a NUANS.
Online Or Electronic Filing Your Incorporation
The Province of Ontario decided many years ago to not get involved in the electronic processing of the Articles of Incorporation and instead commissioned the online filings to the private sector.
There are a number of companies who offer the online portal for you to complete your Articles of Incorporation and most of us offer a wide range of services and products to compliment the incorporation process. The process is fairly simple, although I can only speak of completing the incorporation with us, where you can go online, provide the details of the incorporation within a few minutes and the incorporation will be completed and emailed to you on a same day basis. This is a much simpler and easier process than the manual filing and there is no absolute original document as with the manual filing. The platform is easy and our staff is always available to answer any technical questions you may have.
How Much Does It Cost To Incorporate In Ontario?
The incorporation fee with the Province of Ontario is $360.00, whether you are incorporating a named or numbered corporation. When completing a named corporation, you must also provide an Ontario biased NUANS report. Our fee for the NUANS report is $24.99. If you decide to complete a preliminary search to see if your corporate name is available prior to ordering the NUANS report, the additional fee is $20.00. We highly recommend you spend the extra $20.00 to ensure the business name is viable in comparison to businesses that already exist, whether they are small businesses, other corporations or trademarks within Canada, especially within Ontario.
Both of existing corporations and trade marks have name protection for their businesses. If you opt for a similarly named corporation, you may be in a position of infringement, where the corporation or trade mark can insist you cancel or change the business name or face legal action.
Why Incorporate Your Company?
There is a misconception that the business start-up needs to be a larger sized business to begin as an incorporated company, that is not necessarily true. A corporation offers a wide range of benefits over registering a small business or business license, such as a Sole Proprietorship or General Partnership. The benefits to incorporating over registration are as follows:
- Personal responsibility for the risk of operating the business is reduced as much as possible for the business owners and provides limited liability to the directors and officers of the corporation.
- Raising money for growth is much easier with an incorporated business. You can sell shares of the corporation to investors who wish to participate in your business operation or obtain credit from your financial institution under the corporation instead of you personally.
- Personal assets are protected as much as possible from the business risks and liabilities associated with your business functions.
- Business structure where you can change the structure of the corporation over time as the business evolves and grows to include a more elaborate structure if required.
- Carrying on business where you can operate a secondary small business under your corporation with a different business name and identity from the corporation. This provides the opportunity to name and market different segments within your business.
- Tax advantages where the corporation files a separate tax return from the individual owners of the business at a very competitive tax rate of 13.5% currently within the Province of Ontario. The taxes for the corporation are filed with Revenue Canada or Canada Revenue Agency yearly, similar to your personal taxes. With a corporation, you are able to choose your fiscal year end with Revenue Canada and complete your first tax filing up to 18 months after starting your business.
- Perpetual existence where once you incorporate your company, you never need to incorporate again. The incorporation continues as long as you operate the business
- Selling your business when and if you decide to sell your business in the future, by incorporating the revenues and business expenses are maintained separately from you as a director of the corporation, making it much easier and cleaner for accounting professionals to look at the business overall to determine the value. It also provides the ability for a purchaser and you as the seller to review different options for the sale of the business. With the sale of the corporation either a shareholder or asset purchase agreement is typically used.
- Transfer of shares where,if a director or shareholder wishes to leave the corporation, shares can be transferred to existing directors or shareholders or a new person coming into the corporation.
For more information on registering a corporation in Ontario, take a quick peek at our great blog providing additional details.
Is It Better To Incorporate Federally Or Provincially?
The Federal and Provincial incorporations both offer the same benefits as listed above for the Ontario corporation. The Federal incorporation is completed through Corporations Canada and does offer the best name protection across Canada, outside of completing a Trademark in Canada. If you are looking at having a physical location in other Provinces outside of Ontario, you may wish to consider the Federal incorporation. To read more information, please click on our link below that offers more details regarding the difference between your options to incorporate Provincially or Federally.
What Is The Incorporation Checklist?
The list of items you require prior to incorporation are as follows:
- Each director is required to be over the age of 18
- Twenty five percent of the directors for either an Ontario or Federal Incorporation are required to be either a Canadian Citizen or Permanent Resident. If you do not qualify, alternatively, you can complete a registered business in Ontario or if you wish to incorporate, the Province of British Columbia does not require a permanent resident or Canadian citizen to be part of the incorporation
- If you are the sole director you must be a resident of Canada. If you are a Canadian Citizen but live abroad, you do not qualify to incorporate unless you are able to reach the twenty five percent Canadian qualifications with other directors in the corporation
- The legal names and addresses are required for each director of the corporation
- A registered office address is required along with a mailing address. The registered office is required to be within Ontario, the mailing address can be abroad
- For a manual submission, two copies of the completed Articles of Incorporation with either original or scanned signatures on both copies of the document. All sections of the Articles are required to be filled in including section 5,6 7, 8 and 9
- A NUANS report (if completing a named incorporation)
What Is Required After Completion Of My Ontario Incorporation?
When the incorporation is completed, you will receive the Certificate of Incorporation as part of the finalized incorporation documents. There are a few items that are required and need to be considered.
In Ontario, you are required to obtain and prepare a minute book. The minute book is a legal binder that holds and details the accounts of the corporation including the corporate by-laws, listing of directors, officers and shareholders of the corporation and holds the shares of the corporation, which may be distributed according to the percentage of ownership by any shareholders involved in the organization. Any meetings related to the ongoing functions and responsibilities of the corporation are provided within the minute book over time. Many sole directors consider the minute book to be more than what is necessary for a single owner of the business. It is important to consider that at any time, you may be required to provide your minute book for review with your financial institution, investors, Canada Revenue Agency (formerly Revenue Canada), for real estate transactions, litigation whether civil or family and government offices. A digital minute book is not yet legalized in the Province of Ontario. If you require corporate supplies we can assist in obtaining these.
The definition of an organizational meeting is to bring together the shareholders, directors and officers of the corporation to discuss the beginning of the corporation including electing officer positions, and distribution of share certificates. The most common officer positions include President, Vice President, Secretary and Treasurer.
Typically after the first meeting, there is at minimum a yearly meeting to discuss business related to the organization of the corporation. Each meeting should be documented and recorded in the minute book under minutes of meeting. The shareholders are the individuals who own the corporation and have the overall responsibility. Individuals can be directors but not owners of the corporation. Most commonly the directors and shareholders are the same individual but there are cases where a director manages the corporation for the shareholders without holding any shares within the corporation.
What should be included in a shareholders or directors organizational meeting?
- The location, time and date of meeting
- List of people who attended the meeting and any who were absent
- List of agenda items with short descriptions
- Any votes taken and how each director or shareholder voted
- An ending to the meeting including time of completion
At any time, if director, officer or address changes are required, you will also be required to file a Notice of Change to update the Provincial government of these changes.
Tax Account Set Up
Once the incorporation in Ontario is finalized, Canada Revenue Agency or CRA will obtain a copy of the completed Articles of Incorporation from the Province of Ontario and automatically set up a BN number for the corporation. This will be established and sent to the mailing address provided in your incorporation documents. The BN is your corporate tax number associated with any tax account you set up for the corporation. The number stays the same, whether the account is for corporate tax, payroll or HST. Each has two different letters to identify the account. The corporate tax has an RC at the end of the tax number, HST has RT and payroll has RP along with the same tax number.
Harmonized Sales Tax HST
The HST is not mandatory when you first start your business and is considered optional until your business revenues reach $30,000.00 in a fiscal year. Many entrepreneurs determine to set up HST as soon as the corporation is established, as they have many business expenses in setting up the corporation. When the business earns the $30,000.00 minimum requirement, the corporation is required to set up the HST with the Revenue Canada Agency.
The payroll tax is not required until your business has employees. You may be considered an employee to the business and set up payroll for yourself or you may also pay yourself by dividends from the corporation.
In Ontario within 60 days after the completion of the Certificate of Incorporation, each corporation is required to file an Initial Notice to maintain corporate compliance. This confirms the details of the incorporation including the corporate address, mailing address, directors and officers of the corporation to solidify the corporation.
Online Incorporation With Us!
Ontario Business Central has been assisting individuals to Incorporate in Ontario for almost 30 years and providing easy online incorporations since 2004. We will take you step by step through the processing, including any and all listed requirements above within our incorporation package. You simply go through our quick order form and provide the details for your specific incorporation.
- Click whether your corporation will be a named or numbered company formation
- Click the timeframe of either same day or rush (our additional fee for rush service is $50.00 and completion of your incorporation starts right away)
- Click for either 1 or 2 classes of shares or provide your own share structure
Optional items (add easily to your order and we will take care of everything)
- Import/export tax set up
- Payroll tax set up
- HST tax set up
- Draft Articles option to see a draft of the incorporation before filing with government
- Carrying on business name (Tradename) to be added as secondary business
- Minute book for corporation within corporate supply package
- Initial Notice mandatory filing
It has never been easier or faster to incorporate in Ontario using our quick online launchpad. We have been helping entrepreneurs just like you to start their business with our industry best platform.
INCORPORATE FROM $490.90 SAME DAY
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 Incorporation since 1992. 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.
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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.