How to Incorporate in Ontario: OBCA Rules, Fees and Filings

What it costs

Ontario corporations are created under the Business Corporations Act, R.S.O. 1990, c. B.16, the OBCA. Filings go through the Ontario Business Registry.

Filing by another method also costs $300.00; only the processing time changes. The NUANS report price is set by the private search house rather than the ministry, so we show it on your invoice at cost instead of printing a figure here. See every fee we charge and the 2026 government fee table.

How long it takes

Our preparation runs to three business days from a complete intake form. The registry’s stated time for an online filing is immediate, and 15 business days for other filing methods. We do not quote a turnaround the ministry does not publish.

Corporate name rules in Ontario

An Ontario corporate name has three parts, and a filing fails if any one of them is weak. The distinctive element is the coined or unique word that separates your corporation from every other one. A geographic word alone is not distinctive, and neither is a common word describing what you sell. The descriptive element says what the business does, such as roofing, consulting or logistics. The legal element comes last: Limited, Limitée, Incorporated, Incorporée or Corporation, or the abbreviations Ltd., Ltée, Inc. or Corp.

Some words are prohibited outright. Others are restricted and need written consent, including words implying a connection to a government or to royalty, and terms tied to regulated fields such as banking, trust, insurance, engineering and medicine. A name that is merely descriptive, too general, or identical to an existing corporation, business name or trademark is refused, and that is the most common reason an Ontario filing comes back.

Unless you incorporate a numbered corporation, you must obtain an Ontario-biased NUANS name search report from a private search house. Two points decide most files. A Canada-biased federal report is not acceptable in Ontario, which catches people who have incorporated federally before. And the report cannot be dated more than 90 days before the articles are filed, so an old one must be ordered again.

A NUANS report is a search, not an approval. The ministry still decides, and a corporate name gives you no trademark rights; a trademark application with the Canadian Intellectual Property Office is separate work. See NUANS name search and corporate name rules.

The alternative is a numbered corporation, and it is a legitimate choice rather than a lesser one. No NUANS report is needed, the search house charge disappears, and the total with us stays at $335.00. The ministry assigns the next available number followed by Ontario and your legal ending, producing a name such as 1234567 Ontario Inc. Numbered corporations suit holding companies and businesses trading under a separate registered business name, which costs $60.00 for a five-year term. See numbered company incorporation.

Director and officer requirements

A private Ontario corporation needs at least one director, and an offering corporation needs three. Directors must be individuals, so a corporation cannot sit on the board. Each must be at least 18 years old, mentally capable, and not an undischarged bankrupt.

Ontario eliminated the 25 percent resident Canadian director requirement effective 5 July 2021. An Ontario board may be entirely non-resident, with no quota and no nominee director. That is why non-resident founders often choose Ontario over a federal corporation, which still requires at least 25 percent resident Canadian directors. See director residency requirements.

What a non-resident still needs is a registered office at a physical Ontario address, a bank that will open the account, and advice on withholding tax. Each first director signs a consent to act, kept with the records rather than filed. The OBCA mandates no officer titles, so one person can be sole director, president and sole shareholder.

Registered office and records

Every Ontario corporation must keep a registered office at a physical address in Ontario. A post office box alone is not acceptable, and the address is public, which is why many owners use their accountant’s address rather than their home. Records must be kept at the registered office or another place in Ontario designated by the directors. See registered office address.

Annual filing requirements

Two obligations run every year, and confusing them is the most common Ontario compliance failure.

The Annual Return used to travel with the T2 as Schedule 546. As of 15 May 2021 the Canada Revenue Agency stopped accepting Ontario annual returns, and Schedule 546, Schedule 548 and Form RC232 were discontinued. The return is now filed directly in the Ontario Business Registry. Your accountant filing your T2 is not filing your Annual Return, and nothing bounces back when it is missed.

Minute book requirements

The OBCA requires a minute book kept at the registered office or another place in Ontario designated by the directors. It must contain:

• The articles of incorporation and any articles of amendment
• The by-laws, as amended
• Minutes of shareholder and director meetings, and all resolutions
• Registers of directors, officers and shareholders
• A securities register recording every share transfer
• A register of the corporation’s interests in land in Ontario, required since December 2016
• A register of individuals with significant control, required of private OBCA corporations since 1 January 2023

The significant control register is not filed publicly, but must be produced on request to authorities such as the police and tax authorities, and fines apply for failing to keep it.

A bank asks for less: the certificate and articles, the by-law authorizing signing officers, the resolution appointing them, and the shareholder register. A buyer asks for all of it plus every resolution since incorporation, which is where a neglected minute book costs real money. See minute book requirements.

Should you incorporate in Ontario or federally

The federal filing fee is $100.00 lower and the federal name search is free, so on day one the federal route is cheaper for a named corporation. That narrows in year two, because Corporations Canada charges $12.00 for its annual return while the Ontario Annual Return is free.

Director residency does decide files. If any part of your board is non-resident, Ontario removes the problem entirely. A federal corporation with three directors needs one resident Canadian, which for a founder abroad means finding someone willing to accept a director’s liability.

Our plain guidance: incorporate in Ontario if your business, customers and directors are here, or if any director is non-resident. Incorporate federally if you already trade in more than one province, if the name is the asset, or if you expect investors who assume a federal corporation. A federal corporation must still register in Ontario, so it protects the name, not the paperwork.

What a CPA checks before you incorporate in Ontario

Ontario is the province where your fiscal year end also drives a registry filing, so we pick it first. The Annual Return is due within six months of the fiscal year end rather than on the incorporation anniversary, and the Initial Return is due within 60 days of incorporation. Both are $0.00 to file and both are missed constantly.

Share structure is next. A single owner can incorporate with one class of common shares. A contractor planning to bring in a spouse, an adult child or a holding company wants voting common, non-voting common and preferred set out in the articles at the start.

Who holds them is settled under section 120.4 of the Income Tax Act. A spouse on a non-voting class produces a dividend that survives review only where an exception applies, and the excluded shares exception is closed to a services business.

HST at 13 percent becomes mandatory once taxable supplies pass $30,000 over four consecutive calendar quarters, and registering voluntarily before that recovers tax paid on equipment and start-up costs. We then set salary against dividends for the first year and confirm whether the $500,000 small business limit is shared with an associated corporation.