Articles of incorporation in Canada, explained
The articles of incorporation are the document that brings your corporation into existence. This guide works through every item the form asks for, what each one commits you to, and the items owners get wrong. We prepare and file your articles for $35.00, HST included. The government fee is separate and charged at cost: $200.00 to Corporations Canada, or $300.00 to the Ontario Business Registry. Open Corporation for $35 is a department of Gondaliya CPA. A Chartered Professional Accountant reviews your share structure and your directors before the articles are filed.
What the articles of incorporation are
The articles of incorporation are the founding document of a Canadian corporation. Federally they are filed as Form 1 under the Canada Business Corporations Act. In Ontario they are filed through the Ontario Business Registry as Form 1 under the Business Corporations Act.
The articles are not a description of your business plan. They are a short set of structural decisions: the name, where the registered office sits, what shares exist, who may hold them and how many directors the corporation has.
Those decisions follow the corporation for its whole life. Each one can be changed later by filing articles of amendment. That costs a government fee and needs a shareholder resolution, so the cheapest time to get them right is before the first filing.
The articles are a public document. Anyone can order a copy of your articles from the registry, so nothing confidential belongs in them. Shareholder arrangements belong in a shareholders agreement instead.
The articles item by item
The table below lists what the form asks for, what the item does and the decision each one actually forces. The federal and Ontario forms ask for the same substance in a slightly different order.
| Item on the form | What it sets | The decision it forces |
|---|---|---|
| Corporate name, or a request for a numbered name | The legal name of the corporation | Named or numbered, and which jurisdiction examines the name |
| Registered office address | Where the corporation receives legal notice | A real address in the right province, not a post box |
| Classes and maximum number of shares | What can be issued, and to whom | One class or several, and whether the maximum is unlimited |
| Rights attached to each class | Voting, dividend and wind-up rights | Who controls the corporation and who shares in its profit |
| Restrictions on share transfers | Whether a shareholder may sell freely | Whether board or shareholder consent is required first |
| Number of directors | A fixed number, or a minimum and a maximum | Whether the board can grow without amending the articles |
| Restrictions on the business carried on | Limits on what the corporation may do | Usually none, unless a regulator requires them |
| Other provisions | Anything else the incorporator wants in the articles | Normally left blank on a straightforward incorporation |
Federally, the first directors and the registered office address are filed on Form 2 alongside the articles. In Ontario both sit inside the articles themselves, which is the main structural difference between the two filings.
Articles against by-laws, and why the difference matters
Owners often ask for by-laws when they mean articles, or treat the two as one document. They do different jobs, they are filed differently, and changing one is far easier than changing the other.
| Point | Articles of incorporation | By-laws |
|---|---|---|
| What they do | Create the corporation and set its share and director structure | Set how the corporation runs its meetings, signs documents and appoints officers |
| Filed with the registry | Yes, and they are public | No, they stay in the minute book |
| Who approves a change | Shareholders, by special resolution | Directors, then confirmed by shareholders at the next meeting |
| Cost to change | A government fee for articles of amendment | No government fee |
| When they are made | At incorporation | At the organizing meeting, just after incorporation |
By-laws, the organizing resolutions and the share certificates all live in the corporate records. Our guide to minute book requirements sets out what has to be kept and for how long.
The share provisions, and restrictions on share transfers
The share section is the part of the articles with real tax and control consequences. It is also the part that is most often copied from a template without being read.
How many classes, and how many shares
A single class of common shares with an unlimited maximum suits most owner-managed corporations. More classes become useful when a spouse, a parent or a holding company will hold a different kind of interest in the same business.
An unlimited maximum means you never have to amend the articles to issue more shares. A fixed maximum caps what can be issued, which occasionally matters to an investor and almost never helps a small corporation.
Restrictions on share transfers
A transfer restriction stops a shareholder selling to an outsider without consent, normally the consent of the board or of the other shareholders. Most private corporations include one, because it is what keeps ownership inside the group you chose.
Leave the restriction out and a minority shareholder can sell to anyone. Put a restriction in and the corporation stays private in practice, which also matters for some tax planning and for most bank financing.
Share classes, voting rights and who should hold which class are covered in full in our guide to share structure for a new corporation.
What it costs to file the articles
There are only two costs on a straightforward incorporation: our fee and the registry fee. The table shows both, and who charges which.
| Item | Amount | HST | Total | Who charges it |
|---|---|---|---|---|
| Our fee. We prepare and file the articles of incorporation, the share provisions and the first director details | $35.00 | Included | $35.00 | Open Corporation for $35, a department of Gondaliya CPA |
| Government fee, articles of incorporation filed online under the CBCA | $200.00 | Not applicable | $200.00 | Corporations Canada |
| Federal name search, built into the online application | $0.00 | Not applicable | $0.00 | Corporations Canada |
| Government fee, articles of incorporation filed online under the OBCA | $300.00 | Not applicable | $300.00 | Ontario Business Registry |
| Ontario-biased NUANS report, named Ontario corporations only | Set by a private search house | Not applicable | Quoted before we file | A private search house |
| Federal express service, four business hours instead of one business day | $100.00 | Not applicable | $100.00 | Corporations Canada |
| Government fee, federal annual return filed online each year | $12.00 | Not applicable | $12.00 | Corporations Canada |
| Total, federal corporation, standard online filing | $235.00 | Included in our $35.00 | $235.00 | Combined |
| Total, numbered Ontario corporation | $335.00 | Included in our $35.00 | $335.00 | Combined |
Our fee includes HST. Government fees are passed through at cost with no mark-up and shown as their own line on your invoice. These registry fee schedules were last checked on 7 September 2026. Every figure is on our full pricing page.
The certificate of incorporation, and what it does not do
Once the articles are accepted the registry issues a certificate of incorporation. The certificate carries the corporation number and the date the corporation came into existence, and it is the document a bank asks to see first.
The certificate proves the corporation exists. It does not open a bank account, register you for payroll or HST, set up your CRA business number programs, or put a single share into anyone's hands.
Those steps come after, and they are the ones that catch owners who file alone. The first directors have to be appointed, shares have to be issued, by-laws have to be adopted and the registry's own follow-up filings fall due on a clock.
We file the articles and handle what follows
A CPA reviews the share structure before anything is submitted.
How to fill out the articles without creating problems later
Four items account for almost every amendment we are asked to file in a corporation's first two years. Each one is avoidable at the time of the original filing.
The items owners get wrong
A fixed number of directors instead of a minimum and a maximum, so adding a second director needs an amendment. A capped share maximum, so issuing shares to a new partner needs an amendment. A missing transfer restriction. A registered office in the wrong province.
What the registry will not fix for you
The registry checks that the form is complete, not that the structure suits you. Ontario in particular places the responsibility on the person filing, so an accepted filing is not confirmation that the share structure was a sensible one.
A single class of shares split evenly between two unrelated owners leaves neither able to pass an ordinary resolution without the other. It is legal, it is common, and it stops a corporation dead in a disagreement.
What we do when we file your articles
Our $35.00 covers the filing itself. What goes with it is the review, which is the part a form-filling service does not do.
Before the filing
We confirm the name against the search results, set the share classes and the maximum, decide the transfer restriction, fix the director range and check the registered office. A Chartered Professional Accountant signs off on the structure.
After the certificate is issued
We tell you which filings fall due and when. The federal annual return is due within 60 days of the anniversary date. The Ontario Annual Return is due within six months of the fiscal year end.
Terms used on this page, from incorporator to special resolution, are defined in our incorporation glossary.
Articles of incorporation questions, answered
What are articles of incorporation?
They are the document that creates a corporation. The articles set the name, the registered office, the share classes, any transfer restrictions and the number of directors. Federally they are Form 1 under the Canada Business Corporations Act. We prepare and file them for $35.00, HST included. Start on our get started page.
Are the articles the same as the certificate of incorporation?
No. The articles are what you file. The certificate is what the registry issues back once the filing is accepted, and it carries the corporation number and the date of incorporation. A bank will ask for both. Our glossary defines each document.
What is the difference between articles and by-laws?
The articles create the corporation and are public. The by-laws govern how it runs its meetings and appoints officers, and they stay in the minute book. Changing articles needs a shareholder special resolution and a government fee. Changing by-laws costs nothing. See our minute book guide.
Do I need restrictions on share transfers?
Most private corporations should have one. Without it a shareholder can sell to anyone, with no consent from the board or the other owners. The restriction is a single provision in the articles and costs nothing extra to include. Ask us at your free consultation.
How many shares should the articles authorize?
Authorize an unlimited number and issue only what you need. A cap means amending the articles later to bring in a partner, which costs a government fee. Authorizing shares is not the same as issuing them. Our share structure guide works through the classes.
Can the articles be changed after incorporation?
Yes, by filing articles of amendment with a special resolution of the shareholders. A federal amendment filed online costs $200.00 to Corporations Canada. The corporation number, business number and tax accounts all survive the change. Our pricing page lists our fees.
Do the articles have to say what my business does?
No. The restrictions section is normally left blank, so the corporation may carry on any lawful business. Restrictions are added only where a regulator requires them, as with some professional corporations. Tell us the activity on the intake form and we will set it correctly for $35.00.
Who signs the articles of incorporation?
The incorporator signs. That is the person or corporation setting the corporation up, and it is usually the first shareholder. An incorporator must be at least 18, not bankrupt and of sound mind. The term is defined in our glossary.
What does it cost to file articles of incorporation in Canada?
Federally it is $235.00 in total: our $35.00 with HST included, plus the $200.00 Corporations Canada fee. The federal name search is built into that $200.00. A numbered Ontario corporation is $335.00. Every figure is on our pricing page.
How long does it take to get the certificate?
A federal online filing is normally issued within one business day, or four business hours with the $100.00 express surcharge. An Ontario online filing is immediate, against 15 business days by mail. We file the same day we have your signed articles. Get started for $35.
Reviewed and filed by a CPA team
| Who | Role | Phone | |
|---|---|---|---|
| Sharad Gondaliya, CPA | Principal | 647-212-9559 | sharad@gondaliyacpa.ca |
| Vandana Goel, CPA | Accounting Specialist | 647-250-0242 | vandana@gondaliyacpa.ca |
Open Corporation for $35 is a department of Gondaliya CPA, a firm registered with CPA Ontario under registration 61330051. Fully licensed CPA Ontario. 1300+ Google reviews. 30-day money-back guarantee. 60-day fees-matching policy.
This guide is general information on incorporation filings. It is not legal advice and it is not a legal opinion on any share structure. A shareholders agreement and any dispute between owners should go to a lawyer.
Have your articles prepared by a CPA firm
We prepare and file the articles for $35.00, HST included. The government fee is charged at cost.
