How to Incorporate a Business in Ontario

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What incorporating actually does

Incorporating creates a new legal person. Under section 15 of Ontario’s Business Corporations Act (the OBCA), a corporation has the capacity and the rights, powers and privileges of a natural person, so it can own property, sign contracts and carry on business in its own name. The certificate is only the start, though. A company that is filed online in minutes but never organized properly can cause real trouble years later, when a bank, a buyer or an investor asks for its records.

This page walks through the filing and the setup work that should follow it. Whether to incorporate at all, and the wider choices about share structure, are covered in the incorporation section of our corporate law page. The first decision on the way in is usually whether to incorporate in Ontario or federally, which we compare in Ontario or federal incorporation.

Who can incorporate

Section 4(1) of the OBCA says one or more individuals, corporations, or any combination of them, may incorporate a corporation by signing articles of incorporation and filing them. Section 4(2) excludes an individual who is under 18, who has been found incapable of managing property, or who has the status of bankrupt. The people who sign the articles are called the incorporators.

Every corporation needs at least one director. Under section 115(2), a private corporation’s board must have at least one individual. Section 118 disqualifies anyone under 18, anyone found incapable of managing property, anyone who is not an individual and anyone who is bankrupt, and section 118(2) says a director does not have to own shares unless the articles require it. Ontario’s incorporation notice confirms that the old requirement for at least 25 percent of directors to be resident Canadians has been eliminated.

How to incorporate, step by step

Choose a name or a number. A named company needs an Ontario-biased or weighted Nuans name search report. A numbered company does not: if no name is given in the articles, section 8(2) says the corporation is assigned a number name. We weigh the two in numbered company or named company in Ontario.
Get the Nuans report, if you need one. Ontario’s notice says the report comes from a private search house, a federal-biased report is not acceptable, and the report cannot be dated more than 90 days before the articles are filed.
Decide the share structure and the directors. The articles must state the classes and any maximum number of shares the corporation can issue, and the rights attached to each class if there is more than one. They also set the number of directors, either fixed or a minimum and maximum.
Choose the registered office. Section 14(1) requires a registered office in Ontario at all times. The notice says it must be a physical location in Ontario, and a P.O. box alone is not acceptable.
Get consents from first directors who are not incorporators. Section 5(2) requires the corporation to keep each such director’s consent to act at its registered office.
File the articles and pay the fee. Articles are filed with the Ontario Business Registry, directly or through an intermediary such as a lawyer. Ontario’s fee table shows incorporation at $300, processed immediately online or within 15 business days by mail.
Receive the certificate. Section 6 says the Director endorses the articles with a certificate, which is the certificate of incorporation. Ontario’s notice says the certificate, the endorsed articles, a payment receipt and a company key for future filings are sent by email. Under section 7, the certificate is conclusive proof that the corporation exists from the date it sets out.

Incorporating in Ontario: who does what
Step	Who does it	Rule or source
Nuans name search report (named company only)	A private search house, ordered by the incorporator or their lawyer	Ontario incorporation notice
Sign the articles of incorporation	Each incorporator	OBCA ss. 4, 5
Consent to act as first director	Each first director who is not an incorporator	OBCA s. 5(2)
File articles and pay $300	Incorporator or intermediary, through the Ontario Business Registry	OBCA s. 6; Ontario fee table
Issue the certificate of incorporation	The Director under the OBCA	OBCA ss. 6, 7
First directors’ meeting or written resolution: by-laws, officers, banking, share issuance	The directors	OBCA ss. 117, 129
Issue shares once fully paid	The directors	OBCA s. 23
Set up records and registers, including the register of individuals with significant control	The corporation, usually with its lawyer	OBCA ss. 140, 140.2, 141
File the initial return	The corporation, within 60 days	Corporations Information Act s. 2

After the certificate: organizing the company

Section 117(1) of the OBCA says a meeting of the directors is to be held after incorporation, at which they may make by-laws, adopt forms of share certificates and corporate records, authorize the issue of securities, appoint officers, appoint auditors and make banking arrangements. Under section 117(2), all of that can be done by a written resolution signed by every director, which is how most small companies handle it.

By-laws. Section 116 lets the directors make by-laws by resolution, which the shareholders then confirm.
Shares. Under section 23, the directors decide who receives shares and for what. Section 23(3) says a share cannot be issued until it is fully paid, in money, property or past services worth at least the fair equivalent. We look at that step in how shares are issued in an Ontario corporation.
Shareholder resolutions. Section 104 lets shareholders act by a written resolution signed by all of them, in place of a meeting.
Records and registers. Section 140 requires the articles and by-laws, minutes and resolutions, a register of directors, a securities register, a register of ownership interests in land and a register of individuals with significant control. What belongs in the minute book is set out in what goes in an Ontario corporation’s minute book.
Significant control. Section 140.2 requires the corporation to record each individual who owns or controls 25 percent or more of the votes or the value of its shares, and to review the register at least once a year.

If there will be more than one shareholder, this is also the moment for a shareholders’ agreement, before the first disagreement. Our page on shareholders’ agreements explains what it covers.

What changes the answer

A trading name

A corporation that wants to do business under a name other than its corporate name, whether it is a numbered company or not, must register that name under section 2(1) of the Business Names Act. Ontario’s fee table shows $60 for a new registration, which lasts five years.

Filings that follow incorporation

Section 2 of the Corporations Information Act requires an initial return within 60 days after incorporation, and section 4 requires a notice of change within 15 days of any change in the information filed. The Ontario Business Registry says corporations must also file an annual return each year within six months of their fiscal year-end.

A holding company in the structure

If the shares will be owned by a holding company rather than by you personally, that company has to exist first, and the operating company’s shares are issued to it. We explain the structure in what is a holding company.

Tax filings

The Canada Revenue Agency says every resident corporation must file a T2 corporation income tax return every tax year, even if no tax is payable and even if it is inactive. The tax side of incorporating, including timing, is a question for your accountant.

A regulated profession

Ontario’s notice explains that some regulated professionals can incorporate their practices, with “Professional Corporation” in the name, subject to their governing body’s rules.

Example

For example, imagine Lucia and Tomas, who run a design studio in Markham as a partnership and decide to incorporate. They want to trade under their studio name but are happy for the legal name to be a number. They incorporate online on Monday, November 9, 2026 with one class of common shares and both of them as directors, skipping the Nuans report because the company will have a number name.

The certificate arrives by email the same day. That week, they sign a directors’ resolution adopting by-laws, appointing Lucia president and Tomas secretary, and issuing 100 common shares to each of them for $100 each, paid into the new company account. They sign a shareholders’ resolution confirming the by-laws, set up the registers, including the significant control register listing both of them, and register the studio name under the Business Names Act. Their initial return is due within 60 days, by Friday, January 8, 2027, and their accountant registers the company with the Canada Revenue Agency.

Common mistakes

Stopping at the certificate. Without by-laws, resolutions and issued shares, nobody can prove who owns the company.
Letting the Nuans report expire. It cannot be more than 90 days old when the articles are filed.
Assuming a clear Nuans report protects the name. Ontario says it does not review names for similarity, and a similar name can still lead to a hearing or a lawsuit.
Using a P.O. box as the registered office. It must be a physical location in Ontario.
Trading under an unregistered name. A corporation using a name other than its own must register it, and the Business Names Act limits court access until it does.
Forgetting the significant control register. It is required for most private corporations and must be reviewed every year.

What to do this week

Decide between Ontario and federal incorporation, and between a name and a number.
If you want a name, order an Ontario-biased Nuans report and diarize its 90-day limit.
Decide who will be the directors, officers and shareholders, and what each shareholder will pay for their shares.
Talk to your accountant about the share structure and whether a holding company should own the shares.
Choose the registered office address, a physical location in Ontario.
List what you will bring to a first meeting, using what to bring when you incorporate.
If you want the filing and the setup handled together, a first consultation takes 30 minutes, by video or in person, and you can request one here.
Use our checklist for a corporate consultation to gather the details.

Frequently asked questions

How long does it take to incorporate in Ontario?

Ontario’s fee table shows online incorporation processed immediately, and mail filings within 15 business days. The articles can also take effect on a later date, up to 30 days ahead, if you request it.

How much does it cost to incorporate in Ontario?

The government fee is $300, online or by mail. A Nuans report for a named company is a separate cost from a private search house, and an intermediary charges its own fee.

Can one person incorporate a company?

Yes. Section 4(1) allows one or more individuals to incorporate, and section 115(2) requires only one director for a private corporation. The same person can be the only shareholder, director and officer.

Does a director have to live in Canada?

Not for an Ontario corporation. Ontario’s incorporation notice says the requirement for at least 25 percent of directors to be resident Canadians has been eliminated. Federal corporations have a different rule.

Do I need a corporate seal?

No. Section 13 of the OBCA says a corporation may, but need not, have a corporate seal.

Where are the company’s records kept?

Section 140 requires the records to be kept at the registered office or another place in Ontario chosen by the directors. Accounting records generally have to be kept for six years after the end of the fiscal period they relate to, subject to longer tax retention rules.

Sources

This page is general information about Ontario law, not legal advice for your situation. It reflects the law as of October 26, 2026.

How do you incorporate a business in Ontario?