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Frequently Asked Questions

Questions About Incorporation

Should I incorporate?

There are two options to starting a business in Canada.  One is to register a business licence and the other is to incorporate.

There are some easy questions to consider in whether incorporating is right for you.

Name Protection

When incorporating a business, you gain name protection within the jurisdiction you incorporate. If you incorporate in Alberta, as an example, you will have name protection within that Province. If another business either registers or incorporates a similarly named business, you have options available to you to seek for the infringing business to either cancel or change the similarly named business.

Liability Protection

Incorporating a business offers the best opportunity to separate your personal assets from your business liabilities. If your business operates with risk of either personal or property damages or loss, the incorporated business provides a separation between you and any other individuals owning the business and the business itself.

Revenue Streams

An incorporated business is taxed at a lower tax bracket than individuals. If the revenues or potential revenues of the business could allow you to maintain money within the corporation, where you are not requiring all funds to be drawn by you and or other individual owners, there is the possibility for tax savings.

There are also many other tax advantages and options available such as income splitting, and deferring income. An accounting professional may be able to assist you in the determination of taxable income and incorporation according to your specifics.

Financing the business

Incorporated businesses have the availability to request financing from financial institutions and private lenders. Private lenders have the ability to own shares within the corporation for their investment funds but not be involved in the day to day operation of the business.

Here is a breakdown overall of the differences between Incorporating and registering a business.

Description Master Business Licence Incorporation
Liability Risk? Personally liable for business damages Limited Personal Liability
Taxation? Personally taxed Possible tax advantages
Name Protection for Business? Not available Provided with Incorporation
Continuous Existence? No. Requires renewal and fees every 5 years Yes
Transferable Ownership? In most cases, no Yes
Access to Capital? Limited access to capital Greater access to capital
Flexibility to Change Name, Address, or Individuals Listed? Address or general partnership to general partnership change Very flexible. Can change any aspect
Requirements for Taxation? Filed under individual tax return Separate filing from Individual
Start up costs? Lower - starting $132 +taxes

Higher - $443 +taxes (Federal)

$558 +taxes (Ontario)

 

Where should I Incorporate?

You have two options when you are incorporating a new business.  You can incorporate in the Province or Territory where the business is going to operate (have a physical location) or you can incorporate a federal incorporation and bring the federal incorporated business into the Province or Territory the business operates within.

What is the difference between the Federal and Provincial or Territory Incorporations?

There are two differences in opting for the Federal Incorporation

  1. A Federal Incorporation offers the highest level of name protection within Canada outside of trademarking.  If you plan on operating the business in multiple Provinces, this may be an option for you.
  2. There is a 2 step process with the federal incorporation whereas, once you complete the incorporation with the federal government, you must also register your federal incorporation within the Province or Territory of the corporation.  This can add extra fees to the incorporation process depending on your jurisdiction.

Here is a graph of the jurisdictions we can assist you to incorporate within and the associated fees.

Federal Incorporation Ontario Incorporation Alberta Incorporation British Columbia Incorporation Saskatchewan Incorporation Manitoba Incorporation
Costs?

Government fee of $200

Government fee of $360

Government fee of $275 Government fee of $350 Government fee of $222.75 Government fee of $350
Mandatory filings?
Yearly mandatory filing to remain active Only one mandatory filing after incorporation Yearly mandatory filing to remain active Yearly mandatory filing to remain active Yearly mandatory filing to remain active Yearly mandatory filing to remain active
Name Protection?
Higher name protection within Canada

Name protection in Ontario only

Name protection in Alberta only Name protection in British Columbia only Name protection in Saskatchewan only

Name protection in Manitoba only

Recognition?
Higher foreign recognition Limited foreign recognition Limited foreign recognition Limited foreign recognition Limited foreign recognition Limited foreign recognition
Name approval process?
Name must be accepted by Federal Examiner Easier name acceptance Name must be accepted by Provincial Examiner Name must be accepted by Provincial Examiner Name must be accepted by Provincial Examiner Name must be accepted by Provincial Examiner
Director residency requirements?
Federal - 25% of directors must be Canadian Citizen or Permanent Resident Ontario - 25% of directors must be Canadian Citizen or Permanent Resident


Alberta - 25% of directors must be Canadian Citizen or Permanent Resident

There is no minimum percent/residency requirement. A Non-Resident may be the sole director.

Saskatchewan - 25% of directors must be Canadian Citizen or Permanent Resident

Manitoba - 25% of directors must be Canadian Citizen or Permanent Resident
Timeline to Incorporate

Federal - Typically takes 2 business days to complete.

Ontario - If ordered prior to 3pm on a business day, completed same day.

Alberta - Tiered pricing. Depending on how fast you wish to receive it back.


1-5 business days.

British Columbia - Tiered pricing. Depending on how fast you wish to receive it back.


1-7 business days.

Saskatchewan - Tiered pricing. Depending on how fast you wish to receive it back


1-14 business days.

Manitoba - Tiered pricing. Depending on how fast you wish to receive it back.


1-5 business days. (Completed documents are mailed out)

 

Do I need a Lawyer to Incorporate?

There is no legal requirement that you must use a Lawyer, however if you have specific requirements, or are unsure, Ontario Business Central Inc. is not a law firm and cannot provide a legal opinion or advice.

What is a Nuans report?

A Nuans report is a name reservation report required when incorporating or changing the name of an existing Corporation. This report is valid for 90 days. This report must be ordered for the jurisdiction to which the corporation will be in.

Ex: Ontario Corporation requires an Ontario Nuans.

Can a Federal Nuans be used to register an Ontario or Alberta Incorporation?

The NUANS report is specific to where you are incorporating within the 3 jurisdictions which require NUANS report. They are Canada, Ontario and Alberta. The NUANS report is required to be for the jurisdiction you are incorporating within. An Ontario incorporation required an Ontario NUANS, an Alberta Incorporation requires an Alberta NUANS report and a Federal or Canada Incorporation requires a federal NUANS Report.

What legal ending should I use?

There is no difference of which legal ending you use. You would simply use the one you prefer the most. In most Jurisdictions in Canada the standard legal endings are as follows:

What is a director?

A director is typically a person who manages the corporation. Typically, they make the business decisions on behalf of the corporation. Any director must be at least 18 years of age.

What is an officer?

An officer is usually an individual holding senior management positions within a Corporation. Common positions are President, Secretary and Treasurer.

What is a shareholder?

A shareholder is a person who holds share(s) within a corporation. They are typically owners, however may be a family member or investor. Typically shareholders have a financial stake in the corporation and the shares reflect at what percentage. A corporation must have a minimum of one shareholder.

Can a person be both an officer and director?

Yes, an individual can be listed as the sole director, officer and shareholder for a Corporation.

Is the director an owner of the Corporation?

Yes, usually they are.

What is an Initial Notice for an Ontario Corporation?

It is a mandatory filing due 60 days after Incorporating. This lists the officer titles to the Province. If it is not filed, the Province may cancel the Corporation.

What is an Annual Return?

An annual return for a Corporation is a mandatory yearly filing, apart from taxes, required by most jurisdictions to remain active. Noted below is a table confirming if this return is required for the Jurisdictions in which we offer corporate registration.

Jurisdiction Required?
Ontario No. Only mandatory filing is Initial Notice. Due 60 days after Incorporating.
Federal Yes. Due within 60 days of its anniversary month. After 2 consecutive years, there is a final warning with 120 days to file. If not filed, the Government will dissolve the Corporation.
Alberta

Yes. Due at the end of the anniversary month. After 2 consecutive years, if not filed within 6 months the government changes status to struck.

British Columbia Yes. Due within 60 days of its anniversary month. If not received within 2 months, will be considered not in good standing. After 2 consecutive years, if not filed may be canceled.
Manitoba Yes. Due end of anniversary month. After 2 consecutive years, if not filed will be canceled
Saskatchewan

Yes. Due one month after the anniversary date of the incorporation. If late, subject to additional fee.

If not received within 2 months, will be struck.

 

What is the difference between BIN & BN numbers?

A BIN number is a business identification number issued by the Province of Ontario for a Master Business Licence or small business.

A BN number is a business tax number issued to a Business Registration (Master Business License or Corporation) by Revenue Canada.

Is my corporate number the same as HST number?

No. A corporate number is issued by the Provincial, Territorial or Federal Government when a corporation is registered. An HST number is issued by Revenue Canada for taxation.

What is a registered agent/agent for service?

A registered agent or agent for service is a person that accepts responsibilities on behalf of the Corporation.

Can one person own a corporation?

Yes, as long as the person is a Canadian citizen or Permanent resident, is over 18 and does not have a criminal record. For those individuals who are not Canadian, you can incorporate in Province of B.C.

How long does a corporation last?

A corporation is continual in that it never requires re-registration or renewal. You must keep up to date on the requirements, often yearly, depending on the Province or Territory and file the corporate tax returns. Failing to do either, may facilitate the incorporation being cancelled.

Do I need corporate supplies like a minute book and seal?

In some jurisdictions such as Ontario, the corporate supplies are mandatory. The minute book has tabs to assist you to keep track of the individuals within the corporation and to provide minutes of meetings you have related to the business. The corporate seal is used for sealing or binding the corporation within agreements. The seal is used less often than it has been historically, as banks no longer require a seal to open a bank account. Usually, the seal comes as a package price with the minute book.

Questions about registering a business

Should I register?

If you are not going to incorporate your business but are using a business name to operate, the alternative option to incorporation is to register the business name. The only time a business does not have to be registered is if the individual is using their own first and last personal name as the business name, such as John Smith.

What is a Master Business Licence?

A Master Business Licence is a business licence issued by the Provincial Government that allows individuals or a Corporation to operate a business name for 5 years. There are three types of Master Business Licences; a sole proprietorship, a general partnership and tradename under a Corporation.

What is the difference between a sole proprietorship, general partnership and tradename?

A sole proprietorship is an individual in business alone.

A general partnership is a minimum of 2 or more individuals in business together.

A tradename is commonly referred to as an 'operating as name' under a Corporation. This allows a Corporation to operate a name that is different than the legal Corporation name.

What happens if my Master Business Licence is past expiry?

After a Master Business Licence is past expiry, there is a 60 day grace period to be able to still renew. After this timeframe has passed, we can no longer renew. A new registration can be submitted in its place after the final expiry.

Do you offer rush services?

Yes, we offer rush services for both Incorporation and Business Registration services where we can process your order within 2 to 3 hours and even late into the day. Most of our services are completed on a same day basis already, but if you have a bank appointment or a need to get your business up and running in short order, we charge a minimal additional fee to do so.

Is a small business registration/master business licence the same?

Yes. They are both common terms for the same licence.

Can I change my business name?

Master Business Licences do not have the flexibility to change their legal name. A new licence would have to be registered if you wish to make a name change.

Corporations do have the option to make name changes. We can assist with filing Articles of Amendment/Corporate Amendment to make changes to the Corporation legal name.

Can I change my business address?

Yes. We can assist with filing either a Master Business Licence address change or Corporation address change.

Do I need to register my business?

Any business that is operational must be registered with the Provincial or Federal Government to be able to operate. The only time, it is not required, is if you are using your legal name only.

Ex: JOHN SMITH

Can I update my address when I renew my Master Business Licence?

Yes. When filing in your form, you would simply provide the new address you wish to have listed.

What is the difference between a tradename and trademark?

A tradename is an operating as name under a Corporation. We can assist with this type of registration.

A trademark is the highest level of name protection available in Canada. This is usually used for slogans or logos. A trademark is not a business registration. We cannot assist with this type of registration. This would be registered through a trademarking agent.

How do I change information for my corporation?

You can change basically everything for an incorporated business.

Articles of Amendment are required to be filed for the following 3 changes:

A Notice of Change or Annual Return can be filed to change any of these 4 items:

How do I change information for my Master Business Licence or Registered Business?


You can change a number of items on a Master Business Licence or Registered business including:

Cancelling or dissolving a corporation

To dissolve or cancel an existing corporation, Articles of Dissolution must be filed. This document is similar to the document when you originally incorporated.

If you are dissolving an Ontario corporation, a consent letter from the Minister of Finance is required before you file the Articles of Dissolution.

If your corporation is a federal or Canada incorporation, this process is not required and you can simply complete the Dissolution documents to end the active status of the corporation

Cancelling a Master Business Licence or Registration

To cancel the registration whether it’s a Sole Proprietorship, General Partnership or Tradename under a corporation is very similar to when you originally registered. The same form is required and in this instance, you will select that the business is being cancelled. The details you provided when you first registered including the name of business, address, owners name and address and business activity are required. You will also need to provide the registration number often the BIN number from the original registration to cancel it.

Is it important to dissolve or cancel the business?

Yes, it is very important. It puts a period to the end of a business. This provides closure to any potential litigation moving forward, informs Revenue Canada that the business is no longer active and the completed dissolution or cancelation forms can be used for clients, banking purposes, etc to confirm the business has closed.

How do I search an existing business?

As long as you have a business name or number for the business you wish to search, the business can be searched anywhere across Canada. The most common search is a corporate profile, corporate search for incorporated businesses or document replica or business names search for small business or registered businesses. If the business is a numbered corporation, you can also search the corporate number for information related to the corporation.

The details provided are as follows:

If I search a business, will the business owner know I have searched them?

No, the government doesn’t track who is ordering the files in any jurisdiction and the corporate and business information are available to the public.

If I am a current owner, can I search my own business?

Yes, you can also obtain a copy of the information currently listed for your small business or corporation. Whether you have misplaced the original document or you aren’t sure if information is properly updated, ordering your own report is accessible.

If I am involved in litigation and need the address is this the proper report to order?

Yes, whether it’s an incorporated or registered business, this is the correct request. You may want to order a certified copy if your intention is to go to court.

What is a Certificate of Status?

A Certificate of Status is a one page document which provides whether an incorporated company is active with the Province of Ontario and/or CRA. The certificate is also known as a Certificate of Compliance or Certificate of Good Standing, depending on the jurisdiction. All of these names provide the same information on an existing corporation within the corporation’s home jurisdiction.

What are the Articles of Incorporation?

The Articles of Incorporation are the legal start documents to your incorporated company. If you lose your copy, a secondary copy can be obtained from the home jurisdiction of the corporation. The timeframe to obtain Articles of Incorporation varies, depending on the jurisdiction and can sometimes require multiple in-person visits to Ministry offices..

What is a Point in Time Report?

A point in time report provides the exact same information as the corporate profile report, also known as the corporate search, but for a specific date. If you wanted to determine who the directors of the corporation were on September 1, 2014, this report would provide the details of the corporation related to that specific date.

What is a Document List?

The Document List is specific to the Province of Ontario and provides the list of corporate filings with the Province for any corporation incorporated in Ontario. The details are provided from 1995 forward.

What is a Business Names List?

The Business Names list provides any tradenames or operating names under an existing corporation within Ontario. This report is exclusively available within the Province of Ontario.

What is a Document Replica?

The Document Replica is a copy of the Master Business Licence registered with the Province of Ontario. You can obtain a copy of your own registration or search someone else’s registered business as a Sole Proprietorship, General Partnership or Tradename under an existing corporation.

What is a BNLP Document List?

A BNLP Document List provides all filings for a specific Master Business Licence, whether it’s a new, changed or cancelled registration filing.

What is a Business Names Report?

A Business Names Report provides the details of the registration as a Sole Proprietorship, General Partnership or Tradename under an existing corporation within the Province of Ontario, similar to the information in a corporate profile report.

What is a PPSA Search?

A PPSA search provides details to any individual or corporation within the Province of Ontario related to if the individual or corporation has goods that have current liens or money owing. These include equipment, vehicles, inventory, or consumer goods.

What is a Bank Act Certificate?

A Bank Act Certificate provides information when a financial institution has a first priority on a debt, including consumer goods and equipment owned by a corporation.

What is the Official Receiver?

The Official Receiver is a federal government body which oversees bankruptcy records for those individuals and corporation who have filed for Bankruptcy. The Official Receiver databank can be searched to determine if and when either an individual or corporation has filed for bankruptcy. Details are provided in a certificate.

What is a Bankruptcy Search?

If an individual or corporation is petitioned into Bankruptcy, a court filing is required within the jurisdiction of the body filing for bankruptcy. If you wish to complete a bankruptcy search, we recommend you search both the Official Receiver and complete a bankruptcy search together to ensure accuracy of details.

What is a Litigation Search?

A litigation search can be completed against an individual or corporation to determine if the entity has been involved in litigation either as a plaintiff or defendant. The search is conducted within the court offices within the jurisdiction where either the individual resides or where the physical address is for the corporation. If you are searching a small business, the litigation or bankruptcy search would exist under the individual person or persons who own the business.

What is a Minute Book?

A minute book is a legal binder specifically designed for an incorporated company. The Minute Book is used to hold any of the business start up documents including the Articles of Incorporation and a listing of the directors, officers and shareholders of the corporation along with other related items such as CRA filings, changes to any individuals listed for the corporation and the minutes of the meetings. The minutes of the meetings are written and maintained any time a meeting is held to discuss matters related to the incorporated business. A record of these meetings is made, maintained and available within the minute book. The minute book may also hold the shares of the corporation that have not been distributed to any party.

What is a corporate seal?

The corporate seal is an embosser similar to a stamp that commonly provides the corporate name and jurisdiction of incorporation. The corporate seal is used in legal matters where a director or officer is signing documents on behalf of the corporation.

What is a Share Certificate of the corporation?

A Share Certificate is a single legal document which provides ownership by each individual shareholder issued through the board of directors. Whether a corporation is private or public, the share certificates indicate who owns what within the corporation. Typically, the shares are provided as common, preference or undesignated. Once it is determined who holds what class and what number of shares the shareholder will hold, the share certificate would be filled in accordingly.

About Ontario Business Central

Ontario Business Central has been in business since 1992 offering corporate services to law firms, accountants and small business owners. We assist those who wish to open a business such as incorporating or registering a small business as a Sole Proprietorship, General Partnership, Partnership or Tradename under a corporation. Many first time clients come back to us for additional services, such as changing business information including address changes, director or partner changes, corporate name changes or adding another business to their existing corporation. We also assist those who wish to cancel or dissolve their existing businesses and to search businesses which are already in existence.

Is it safe to use my credit card online with you?

We have the highest level of online security and protection available in Canada. When you place an order with us online, the ordering system only shows the last four digits of your credit card. The first 12 digits of the card you provided are encrypted and not available to us or any third party. We maintain PCI compliance at all times, and we are a member of the Better Business Bureau, with an A+ rating. We maintain your records in confidence and shred all historic documentation.

What credit cards do you accept?

We accept Visa, MasterCard, Amex, Visa-Debit and MasterCard debit.

If you cannot process in this manner, we also accept e-transfers or direct deposits to our bank (if you wish to use one of these options, please call in for additional details).

What is your privacy policy?

Our privacy policy is to NEVER share any of your information with any outside party aside from the government agency we may be required to contact on your behalf. We do not sell your information nor do we share it with any private company or individual.

What will I be charged?

We list all of our fees up front on the ordering page. Before you begin providing any specific details about you and your business, you will know how much your particular service is going to cost you. We don’t see any of the details you are submitted on our site unless you complete your order with credit card details and finalize the transaction. Until then, you can change pricing and walk through the site until you feel comfortable proceeding.

How will I know my order has been submitted to you correctly?

When you submit an online order with Ontario Business Central, you will be providing an email address for us to contact you. Once you have completed the submission to us, you will receive a confirmation email which details exactly what you submitted to us for your review. If there are any issues or typos in your submission, simply reach out to us by return email or give us a call at 1-800-280-1913 to fix the error before the order is completed.

How do I know you are working on my file?

When you place your order, we will begin emailing you as we proceed with your submission. Most of our services are completed on a same day basis 9:00AM to 5:00 PM EST Monday through Friday. Our office staff is always available by phone or email if you have any questions, concerns or if you just want some reassurance.

What if I want to cancel my order?

We are one of the only companies in our industry who will give you back the unused government fees from your order if you decide to cancel. An administrative fee may apply, even to orders that have not been started, so we do recommend that you read the Terms of Service on the website prior to placing your order.

If you do decide to cancel your order, it's best to do it as soon as possible, before any work is done on it and before fees have been disbursed. Simply give us a call to let us know you wish to cancel your order, and we can determine how much of your order, if any, has been completed and provide you with a credit of what remains.

Can you take the stress out of this process for me?

We have over 25 years experience with assisting individuals, such as yourself, to deal with your corporate and small business needs. Please feel free to reach out to us by phone or email for any questions you may have. There is never a dumb question or a question that is wasting time. We have been here a long time. We believe in customer service and helping people get through their business needs with understanding and ease.

 

 


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