Incorporate In Canada Online

Choose Federal if your business operates online, across multiple provinces, or plans national expansion. Federal incorporation gives you Canada-wide name protection. Choose Ontario if your business operates primarily within Ontario, especially if you don't have Canadian resident directors. Federal requires at least 25% Canadian resident directors; Ontario has no residency requirement. Federal also requires extra-provincial registration in any province where it has a physical location, while Ontario incorporation needs no additional provincial filings to operate in Ontario.

Standard service is 1-3 business days. Same-day rush service is available for $45 plus a $100 government fee when ordered before 1PM EST Monday to Friday. Most federal incorporations are completed quickly with documents delivered electronically.

The Canada Business Corporations Act (CBCA) requires that at least 25% of a federal corporation's directors be Canadian residents. If you have only 1-3 directors, at least one must be a Canadian resident. This is a key difference from Ontario incorporation, which has no residency requirement. If you don't meet this requirement, Ontario incorporation may be a better fit.

Effective January 22, 2024, all CBCA federal corporations must maintain a Register of Individuals with Significant Control (ISC) and file beneficial ownership information with Corporations Canada. This identifies anyone who owns or controls 25% or more of voting shares or has significant influence over the corporation. Penalties for non-compliance can reach $1,000,000 or imprisonment. The register must be updated within 15 days of any change. This requirement applies only to federal corporations, not to Ontario corporations.

A federal corporation registered with Corporations Canada must also file an extra-provincial registration in each province where it carries on business. For example, a federal corporation operating from a Toronto office must file an Ontario extra-provincial registration. This is in addition to the federal incorporation, not instead of it. We can include the Ontario extra-provincial registration as part of your federal incorporation package.

Yes, named federal corporations require a NUANS report to confirm name availability across Canada. The federal NUANS examination is stricter than provincial names. What might be acceptable in Ontario may be rejected federally. Numbered federal corporations do not require NUANS. Our named federal incorporation packages include the NUANS preliminary search and full report.

Non-Canadian residents can be directors and shareholders, but at least 25% of directors must be Canadian residents. If you're an international founder without any Canadian residents on your board, Ontario incorporation has no residency requirement and may be a better fit. Federal corporations also accept non-resident shareholders without restriction.

With over 30 years of corporate registry experience, our team reviews your corporate name search (NUANS), share structure, and director eligibility before transmitting your Articles. You receive direct registry confirmation alongside expert support for your initial corporate maintenance and filings.

The federal Annual Return must be filed with Corporations Canada within 60 days of your incorporation anniversary date each year. It confirms your corporation's annual shareholder meeting date, directors, and other key information. This filing is separate from your corporate tax return. Failure to file can result in dissolution. We maintain the timeframe requirements when you incorporate with us and notify you for FREE. We also offer Annual Return filings as a separate service.

One class of shares means all shareholders have equal voting, dividend, and liquidation rights. Two or more classes allow different rights, for example, common shares (full voting) and preferred shares (priority on dividends but limited voting). Multiple classes provide flexibility for raising capital from different investor types or maintaining founder control.

Federal corporations have several ongoing obligations: (1) annual return filing with Corporations Canada within 60 days of anniversary, (2) ISC register maintenance and updates within 15 days of changes, (3) Notice of Change for director changes within 15 days, (4) extra-provincial registration annual returns in each province where registered, (5) corporate tax filing, and (6) tax account compliance (BN, HST, Payroll). Annual compliance is more involved than Ontario corporations because of the additional ISC and extra-provincial requirements. We are here to help you navigate all of these requirements and filings.

The main advantages of incorporating are limited personal liability (the corporation is a separate legal entity, so shareholders generally aren't personally responsible for its debts or obligations unless they've given personal guarantees), name protection, potential tax advantages including a lower corporate tax rate and the ability to split and defer income, and the ability to raise capital or hold investments such as stocks, bonds, and real estate under the corporation. A corporation never expires as long as you keep it active, continues if directors or shareholders change, and offers flexibility to add operating names or restructure over time. The trade-offs are higher upfront and ongoing costs than a sole proprietorship or partnership, more paperwork and record-keeping, and a separate corporate tax return in addition to your personal return. For most business owners planning to grow, the liability and tax benefits outweigh the added administration.

A minute book is the official record of your corporation. It holds your Articles of Incorporation, director and shareholder resolutions, share registers, and any changes made over the life of the company. Maintaining one is a legal requirement for corporations in most jurisdictions and is strongly recommended by lawyers and accountants, particularly when you sell the business, seek financing, or are audited. A corporate seal is an embossing tool that imprints your corporate name and jurisdiction on official documents. It's optional for most federal corporations today but still requested by some banks and institutions. Our Corporate Supplies Package includes a minute book and seal and can be added during checkout.

Federal names are examined against businesses and trademarks across all of Canada, so the examination is stricter than a provincial name search. A strong federal name has two parts: a distinctive element and a descriptive element. The distinctive element works best when it's a coined or unique word rather than a common dictionary term (for example, an invented word like "Eltik"), which lowers the chance of conflict. The descriptive element tells the examiner what your business does, such as "Analytics," "Landscaping," or "Consulting." Avoid names that are purely generic or too similar to existing corporations or trademarks, as these are the most common reasons a federal name is rejected. Our named federal packages include a NUANS preliminary search so you can confirm availability before filing.