How to incorporate a business in Canada
This page sets out the eight steps that turn a business into a corporation in Canada, what each step requires, and what falls due after the certificate is issued. We prepare and file your articles of incorporation for $35.00, HST included. The government fee is separate and charged at cost: $200.00 to Corporations Canada for a standard online CBCA filing, or $300.00 to the Ontario Business Registry under the OBCA. Open Corporation for $35 is a department of Gondaliya CPA. A Chartered Professional Accountant reviews your share structure, your director residency and your year end before anything is filed.
Before you file: the four decisions
Four decisions are made before a single form is opened. Three of them are free to make and expensive to change afterwards. The fourth sets the government fee. Each one is a decision about the corporation you will own rather than a form to complete, and each is settled before the articles are drafted.
Federal or provincial
Incorporate federally if you want one corporate name protected across Canada, and incorporate provincially if you will carry on business in one province and want fewer filings.
A federal corporation is created under the Canada Business Corporations Act and must have at least 25 percent resident Canadian directors under section 105(3). Ontario removed its director residency requirement on 5 July 2021 and now sets none.
The registry fee differs by $100.00. Corporations Canada charges $200.00 for a standard online filing and the Ontario Business Registry charges $300.00 under the OBCA. The federal incorporation service page and the Ontario incorporation service page set out each filing in full.
A federal corporation still registers in every province where it carries on business. In Ontario that registration costs a federal corporation nothing, because federal corporations are exempt under the Extra-Provincial Corporations Act General Regulation. In other provinces it is a further fee and a further filing.
For many owners the residency rule settles the question before the fee does. A board with no resident Canadian directors cannot incorporate federally and files provincially instead.
Numbered or named
A numbered corporation takes the number the registry assigns, such as 1234567 Ontario Inc. A named corporation takes a name you choose and the registry protects.
A named corporation needs a NUANS report and a numbered corporation does not. We supply the report for $25.00, HST included, which is the whole of the difference between the two.
That makes a numbered federal corporation $235.00 in total against $260.00 named, and a numbered Ontario corporation $335.00 against $360.00. A numbered corporation can register a business name separately and trade under it, so the choice is not between having a name and having none. Our guide to numbered versus named companies compares the two in detail.
Share structure
Share structure is settled before the articles are drafted, because the registry endorses what you file and a change afterwards is an amendment with its own fee. Amending articles federally costs $200.00.
Articles drafted with a single class of common shares leave no room to pay a spouse a dividend, bring in an investor or freeze a value later. A single founder still takes voting common, non-voting common and a preferred class, because none of them costs anything to include at incorporation.
Who holds the shares is decided under section 120.4 of the Income Tax Act rather than by the registry. Dividends to a spouse or an adult child survive the tax on split income rules only where an exception applies, and that is tested before the shares are issued.
Directors and residency
Every corporation names at least one director, and the director information filed with the articles becomes public on the registry. A director must be at least 18, not bankrupt, and capable of managing their own affairs.
Section 105(3) of the Canada Business Corporations Act requires at least 25 percent of directors to be resident Canadians. Where a board has fewer than four directors, at least one must be a resident Canadian.
Ontario, British Columbia, Alberta and Quebec set no residency requirement. A non-resident can therefore incorporate and direct an Ontario corporation without a Canadian partner.
Filing the articles of incorporation
The articles are the document that creates the corporation. Everything before this step is preparation, and everything after it is compliance. The filing is electronic, it is processed by the registry rather than by a court, and the certificate of incorporation is the registry’s confirmation that the corporation exists.
What the articles contain
The articles set six things, and the registry endorses each of them exactly as filed.
- The corporate name, or the request for a number.
- The registered office address and the province.
- The classes and maximum number of shares.
- Any restriction on the transfer of shares.
- The number of directors, or a minimum and a maximum.
- Any restriction on the business the corporation may carry on.
Share provisions are the part that carries the money. They state the rights attached to each class: who votes, who receives dividends, who is paid first on a winding up, and whether a class is redeemable.
The registry does not check whether your share provisions suit your situation. It checks that they are complete and internally consistent, then it endorses them.
The registered office address
Every corporation has a registered office in the province of incorporation, and it must be a physical address in that province rather than a post office box. It is the address at which the corporation accepts legal documents.
A home address is permitted and it becomes a public record on the registry. Owners who would rather not publish a home address use a registered office address service, which we provide and price on our pricing page.
The registered office is also where the corporate records are kept unless the directors resolve otherwise.
How the filing is submitted
Federal articles are filed through the Corporations Canada Online Filing Centre. Ontario articles are filed through the Ontario Business Registry. Both accept an online filing and both also accept a filing by mail, which is slower and costs the same.
Corporations Canada publishes a service standard of one business day for a standard online incorporation and four business hours for the express option, which carries a $100.00 surcharge. A filing sent by email or by mail takes about ten business days.
Articles filed online through the Ontario Business Registry are processed immediately and the certificate is issued the same day. The Ministry of Public and Business Service Delivery and Procurement publishes 15 business days for articles filed by mail.
What it costs to incorporate
The government fee is the largest number in an incorporation and it is the one that changes by jurisdiction. Our fee does not change by province. The table below shows every amount, who charges it and whether HST applies, for the two jurisdictions most owners choose between.
| Item | Amount | HST | Total | Who charges it |
|---|---|---|---|---|
| Our incorporation service 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 |
| Government fee, articles of incorporation filed online under the OBCA | $300.00 | Not applicable | $300.00 | Ontario Business Registry |
| Federal name search | $0.00 | Not applicable | $0.00 | Corporations Canada |
| NUANS report, named corporations only | $25.00 | Included | $25.00 | Open Corporation for $35, a department of Gondaliya CPA |
| Express federal filing surcharge, optional | $100.00 | Not applicable | $100.00 | Corporations Canada |
| Ontario Initial Return under the Corporations Information Act | $0.00 | Not applicable | $0.00 | Ontario Business Registry |
| Total, numbered federal corporation, standard online filing | $235.00 | Included in our $35.00 | $235.00 | Combined |
| Total, named federal corporation, standard online filing | $260.00 | Included in our fees | $260.00 | Combined |
| Total, numbered Ontario corporation, standard online filing | $335.00 | Included in our $35.00 | $335.00 | Combined |
| Total, named Ontario corporation, standard online filing | $360.00 | Included in our fees | $360.00 | Combined |
Our $35.00 fee includes HST. Government fees are passed through at cost with no mark-up. These registry fee schedules were last checked on 7 September 2026. The full list is on our full pricing page, and every province is set out in the guide to what it costs to incorporate in Canada.
We file your incorporation for $35.00, HST included
Government fee shown separately at cost. A CPA reviews the share structure before filing.
How long it takes
Two clocks run, and they belong to different people. The registry controls its own processing time and publishes it as a service standard. Our preparation time is separate and we state it separately.
| Stage | Who does it | Time |
|---|---|---|
| Intake form received, CPA review of share structure, directors and residency | Gondaliya CPA reviewer | 1 business day |
| Draft name, articles and share provisions sent to you for approval | Our filing team | 1 business day |
| Your approval and payment by Interac e-Transfer | You | Same day |
| Articles submitted to the registry | Our filing team | Same business day as your approval |
| Articles processed, standard online CBCA filing | Corporations Canada | 1 business day, registry stated time |
| Articles processed, express online CBCA filing | Corporations Canada | 4 business hours, registry stated time |
| Articles processed, filing sent by email or by mail | Corporations Canada | About 10 business days, registry stated time |
| Articles processed and certificate issued, filed online under the OBCA | Ontario Business Registry | Immediate, registry stated time |
| Articles processed, filed by mail under the OBCA | Ontario Business Registry | 15 business days, registry stated time |
| Certificate of Incorporation and filed articles emailed to you | Our filing team | 1 business day after the registry issues them |
Our $35.00 fee includes HST and government fees are passed through at cost. The registry times are the service standards Corporations Canada and the Ministry of Public and Business Service Delivery and Procurement publish themselves.
We do not promise a registry turnaround, because the registry rather than us controls it. The published standards assume a complete and correct application.
The first 60 days after the certificate
The certificate of incorporation creates the corporation. It does not complete the set-up, and three filings fall due in the first 60 days.
| Filing | Deadline | Government fee | Authority | Who charges it |
|---|---|---|---|---|
| Ontario Initial Return | Within 60 days of incorporation | $0.00 | Corporations Information Act | Ontario Business Registry |
| Initial Return for a federal corporation carrying on business in Ontario | Within 60 days of beginning to carry on business in Ontario | $0.00 | Corporations Information Act | Ontario Business Registry |
| Register of individuals with significant control, federal | On incorporation and kept current | $0.00 | Section 21.1 of the CBCA | Corporations Canada |
| Register of individuals with significant control, Ontario | On incorporation and kept current since 1 January 2023 | $0.00 | Business Corporations Act (Ontario) | Ontario Business Registry |
| Minute book opened and first directors resolutions signed | On incorporation | $0.00 | Section 20 of the CBCA and the OBCA | None, the corporation keeps its own records |
Our $35.00 fee includes HST and government fees are passed through at cost. Every filing in this table carries a government fee of $0.00.
An Ontario corporation files an Initial Return under the Corporations Information Act within 60 days of incorporation. The registry charges $0.00 for it.
The corporation is also organized in this period. The first directors resolve to issue the shares, appoint the officers, adopt the by-laws, approve the fiscal year end and appoint the accountant. Those resolutions go into the minute book.
A minute book is required under section 20 of the Canada Business Corporations Act and under the OBCA. The Act sets a six-year retention period and a fine of up to $5,000 for failing to keep the records.
A register of individuals with significant control is required federally under section 21.1 of the CBCA, and in Ontario since 1 January 2023. Ontario penalties for failing to keep one reach $200,000.
Choosing your fiscal year end
A first fiscal year end can be any date within 53 weeks of incorporation, and changing it later needs approval from the Canada Revenue Agency. The date is chosen once and it is worth choosing deliberately.
A 31 December year end lines the corporation up with your personal tax year, which suits an owner who takes dividends and little else. A year end set after your busiest quarter gives you the cash and the figures to decide on a bonus before the year closes.
The T2 corporate income tax return is due six months after the year end. An Ontario Annual Return is due within six months of the same date, so one year end sets both deadlines.
Registering for a business number and CRA accounts
The Canada Revenue Agency issues a nine-digit business number to the corporation, and program accounts hang off it. An Ontario or federal incorporation filed online usually produces the business number automatically.
A corporation income tax account is opened for the T2. A payroll account is opened before the first salary is paid. An HST account is opened when the corporation registers for HST.
HST registration becomes mandatory once taxable supplies pass $30,000 over four consecutive calendar quarters, measured by the Canada Revenue Agency. Registering voluntarily before that recovers the tax on equipment and start-up costs, at the price of filing returns from the start.
An import or export account is opened where the corporation moves goods across the border.
What a CPA checks before you incorporate
A guide can set out the steps. It cannot tell you whether the structure at the end of them is the one you should have. That judgement is the work, and it happens before the articles are filed rather than after.
Share structure leads, because the registry endorses what you file. We decide how many classes the articles need and whether voting and non-voting shares are separated. We also check that the articles are drafted wide enough to issue a new class later without paying for an amendment.
Then who holds those shares. A share issued to the right person at the wrong time is not fixed by a later resolution. The legal and beneficial owner of every share is confirmed before issue and recorded in the share register on day one.
Then the family question. Dividends to a spouse, a parent or an adult child work only where they survive section 120.4 of the Income Tax Act. The excluded business and excluded share tests are applied before the shares exist.
Then the directors, because section 105(3) of the Canada Business Corporations Act can decide the jurisdiction on its own. A board with no resident Canadian directors rules out a federal filing and leaves a provincial one.
Then the year end, chosen against your billing cycle and your personal tax year rather than defaulted to 31 December.
Then HST, where the question is when you will cross $30,000 and whether registering early recovers more than the returns cost to file.
Then the $500,000 small business deduction, which is shared among associated corporations. Something you or your spouse already own can associate with the new corporation and halve a limit you were counting on.
Then whether a holding company belongs in the structure now, later or not at all. It holds retained earnings away from operating risk and it adds a second set of filings every year.
Last, whether incorporating pays at all. Incorporation rarely pays on tax alone below roughly $60,000 of net business income, because little profit is left in the corporation to defer tax on. The same ground is covered for Ontario owners in Gondaliya CPA’s practical guide to incorporating in Ontario.
Frequently asked questions
These are the questions owners ask most often before they file. Each answer carries the figure, the deadline or the statute that makes it true, so it can be read on its own without the rest of the page around it.
How do I incorporate a business in Canada?
How long does it take to incorporate in Canada?
Do I need a lawyer to incorporate in Canada?
Can a non-resident incorporate a company in Canada?
What do I need before I can incorporate?
What happens after I get the certificate of incorporation?
Why owners trust the filing to us
Gondaliya CPA Professional Corporation is registered with CPA Ontario under firm registration number 61330051. Our clients have left us 1,300+ five-star Google reviews, and we work from 13 Ontario offices, open 9:00 AM to 8:30 PM, Monday to Sunday. We back every filing with a 30-day money-back guarantee and a 60-day fee-matching policy, and we are a Xero Partner Award Winner 2026. The platform is operated by WealthBamboo Inc., a federal corporation. Open Corporation for $35 is a department of Gondaliya CPA.
Ready to incorporate
Send the intake form and we will confirm your jurisdiction, your share structure and your year end before anything is filed. Our fee is $35.00, HST included, and the government fee is shown separately at cost. Payment is by Interac e-Transfer to info@gondaliyacpa.ca, and the security question is Not Applicable because auto-deposit is enabled.
No legal advice
Gondaliya CPA Professional Corporation is a firm of Chartered Professional Accountants licensed by CPA Ontario, firm registration number 61330051. It is not a law firm. We prepare and file corporate documents and we provide accounting and tax advice. Nothing on this page is legal advice, and reading it creates no solicitor and client relationship. For legal advice, including advice on a shareholder agreement before you sign it, consult a lawyer licensed in the province where your corporation carries on business.
