Federal Incorporation in Canada for $35

Federal incorporation for $35.00, HST included

What the $35.00 covers

A CPA review of your share structure, directors and shareholders; preparation and electronic filing of the Articles of Incorporation, the share provisions and the first director details; delivery of the certificate, filed articles and corporation key; and a written first-year calendar.

What Corporations Canada charges separately

The government fee for Articles of Incorporation filed online is $200. Express processing is an optional $100 more. The annual return costs $12 each year after that. We pass each one through at cost on its own line.

Who should read this page

Founders who have decided to incorporate and are choosing between federal and provincial, checking the total cost including the government fee, and checking whether the resident director rule affects them.

What federal incorporation is

The Canada Business Corporations Act and Corporations Canada

A federal corporation is formed under the Canada Business Corporations Act (CBCA). Corporations Canada, part of Innovation, Science and Economic Development Canada, administers the Act, issues the certificate and keeps the public record.

Federal incorporation compared with provincial incorporation

A federal name is protected across Canada, but a federal corporation still registers in each province where it carries on business. A provincial corporation, such as one incorporated in Ontario under the OBCA, has one registry and, in Ontario, British Columbia, Alberta and Quebec, no resident director rule.

When federal is the wrong choice for your business

If you will only ever operate in one province, or your board has no resident Canadian, a provincial corporation is usually simpler and avoids a second set of registrations and filings.

Name protection across Canada

The three parts of a federal corporate name

A name has a distinctive element that sets it apart, a descriptive element that says what the business does, and a legal element such as Limited, Incorporated or Corporation, or the abbreviations Ltd., Inc. or Corp.

The federal name search, now included in the online application

Corporations Canada has built the name search into the online incorporation application, so a straight federal incorporation needs no separate NUANS report.

What name approval does not protect you against

Name approval is not trademark protection. Another business can still hold trademark rights in a similar name, which a trademark search with the Canadian Intellectual Property Office would show.

Numbered corporations under the CBCA

Choose a numbered corporation and Corporations Canada assigns a name made of your corporation number followed by Canada and a legal element, for example 1234567 Canada Inc. A word name can be adopted later by Articles of Amendment.

The 25 percent Canadian-resident director requirement

CBCA section 105(3) and the resident Canadian test

At least 25 per cent of the directors of a federal corporation must be resident Canadians. If no one on your board qualifies, consider whether to incorporate in Ontario under the OBCA instead, which has no resident director rule.

Boards with fewer than four directors

Where a corporation has fewer than four directors, at least one of them must be a resident Canadian.

The exceptions in sections 105(3.1) and 105(4)

A corporation in a prescribed business sector, or one subject to a statutory Canadian ownership requirement, needs a majority of resident Canadian directors under section 105(3.1). A holding corporation that earns in Canada less than five per cent of the gross revenues of it and its subsidiaries needs no more than one third under section 105(4).

Who cannot be a director under section 105(1)

Anyone under 18, anyone found incapable by a court, any person that is not an individual, and anyone with the status of bankrupt.

The register of individuals with significant control

What CBCA section 21.1 requires you to record

Each individual with significant control: full name, date of birth, residential address, countries of citizenship and tax residence, the date they became and ceased to be an individual with significant control, and how control is held. Significant control generally means 25 per cent or more of the votes or value, or direct or indirect influence that results in control.

When the ISC register must be updated

Within 15 days of the corporation becoming aware of new information, and the corporation must take reasonable steps at least once each financial year to keep it accurate.

What is filed with Corporations Canada

The information is filed with Corporations Canada at incorporation, with each annual return and within 15 days of any change. Some of it is made public; citizenship is not.

Penalties under CBCA section 21.4

Directors and officers who knowingly allow a contravention of the ISC rules can face fines of up to $1,000,000 and imprisonment of up to five years.

Extra-provincial registration after you incorporate federally

What triggers a duty to register in a province

Carrying on business in a province, for example having an office, staff or premises there, triggers that province’s registration rules. Federal incorporation does not replace them.

Ontario, the Initial Return and the Extra-Provincial Corporations Act

A federal corporation that begins carrying on business in Ontario files an Initial Return under the Corporations Information Act within 60 days, and there is no government fee for it. The extra-provincial licence under the Extra-Provincial Corporations Act is for corporations formed outside Canada.

Registering in other provinces and territories

Each province and territory has its own registration form and annual filing. We tell you which apply before you file.

What extra-provincial registration costs

Each registry sets its own fee. Ontario charges nothing for the Initial Return; we quote any other province separately before you commit.

The annual return to Corporations Canada

The 60-day deadline and the $12 fee

The annual return is due within 60 days after each anniversary of incorporation and costs $12 filed online. File your federal annual return with us.

Why the annual return is not a T2 return

The annual return is a corporate law filing with Corporations Canada. The T2 is a tax return filed with the Canada Revenue Agency within six months of each tax year end. Filing one does not satisfy the other.

Dissolution for failure to file

A corporation that does not file its annual returns can be dissolved by Corporations Canada, which ends its capacity to carry on business.

Filing ISC information alongside the annual return

Information about individuals with significant control is delivered to Corporations Canada at the same time as each annual return.

Corporate records you must keep under CBCA section 20

The records list and the securities register under section 50

The articles, by-laws, any unanimous shareholder agreement, shareholder minutes and resolutions, director registers, and a securities register under section 50.

Six-year retention of accounting records

Accounting records must be kept for six years after the end of the financial year they relate to.

Where the records may be kept

At the registered office or another place in Canada the directors designate. Records kept outside Canada must remain available for inspection by computer terminal or other electronic means in Canada.