Incorporate a Restaurant or Food Truck for $35
Start your restaurant or food truck corporation for $35, HST included. Government fees are separate. Complete the intake form and a CPA checks the lease, the licence names and the HST timing before we file.
A restaurant, cafe, bar or food truck is licensed by the municipality rather than the province, so Toronto handles your licence through Municipal Licensing and Standards while public health inspects separately and the liquor sales licence sits with its own authority. We prepare and file the corporation underneath all of that for $35.00, HST included, with registry charges at the government amount. Open Corporation for $35 is a department of Gondaliya CPA.
Sales suppression software carries penalties under both the Excise Tax Act and the Income Tax Act. A Chartered Professional Accountant reads your lease and your tip policy.
Why Restaurants and Food Trucks Incorporate
The lease is the first reason. A proprietor who signs a ten-year term personally has put the house behind the rent for a decade. A corporation puts the lease in the company name, so the guarantee becomes a negotiated document rather than an automatic one.
Food service carries claims a consultant never sees. A slip on a wet floor, a foodborne illness complaint, a cut on a slicer. The corporation separates those from your personal assets, though it never shields a director from an unremitted payroll or HST assessment.
Active business income inside the $500,000 federal business limit is taxed at 9% federally and 3.2% in Ontario, a combined 12.2%. An operator clearing $200,000 who lives on $85,000 leaves the rest taxed once, at that rate.
Our Official Partners
Professional Corporation Rules
There is no professional corporation here. Food service is not a regulated profession in Ontario, so there is no college, no certificate of authorization and no restriction on who may hold a share. You incorporate an ordinary corporation under the Business Corporations Act (Ontario) or the Canada Business Corporations Act. Four licensing questions replace it.
Typical Share Structure for a Restaurant Corporation
| Share class | Who holds it | Voting | Dividend entitlement | Why it is there |
|---|---|---|---|---|
| Class A common | The founding owner | Yes | Discretionary | Control and growth |
| Class B common | A spouse working front of house or the books | Yes | Discretionary | Splitting, if a TOSI exception is met |
| Class C non-voting common | A head chef or working partner | No | Discretionary | Profit share without control |
| Class D preferred | The founding owner | No | Fixed, redeemable | Freezes value before a second location |
| Class E preferred | The founding owner | No | Fixed, redeemable | Consideration on a section 85 rollover |
Section 120.4 of the Income Tax Act decides whether the Class B share pays anything. Restaurants sit better than most service businesses on the excluded shares exception, which fails only where more than 90% of business income comes from services, and a restaurant sells food as well as service. That is a question of fact rather than a safe assumption.
A shareholder aged 25 or over holding at least 10% of the votes and value, or working an average of 20 hours a week, is the cleaner route. A CPA tests each shareholder before the dividend is declared, and otherwise pays salary under section 67.
HST for Restaurants and Food Trucks
Restaurant food is taxable. Basic groceries are zero-rated under Part III of Schedule VI to the Excise Tax Act, but paragraph 1(o) removes food heated for consumption, paragraph 1(o.5) removes anything sold under a catering contract, and paragraph 1(q) removes supplies made where all or substantially all sales are taxable food. A plate leaving your kitchen carries 13% in Ontario.
Common CRA Issues for Restaurants
Unreported cash sales
Triggered by voided point-of-sale transactions, a gross margin below the industry norm, or deposits that do not reconcile to daily sales summaries. Revenue is then reconstructed from food and liquor purchases.
Electronic suppression of sales software
Triggered by till software that deletes or alters transactions. Section 163.3 of the Excise Tax Act and section 239.1 of the Income Tax Act impose separate penalties for using or possessing it.
Tips treated as outside payroll
Triggered by running a house tip pool, a service charge or card tips through the employer’s bank account and paying them out without deductions, which makes them controlled tips.
Cash wages to kitchen staff
Triggered by a wage cost far below what the covers served would require, and assessed for CPP, EI and income tax plus penalty and interest.
HST at the wrong rate
Triggered by billing 13% on rebate items, or by claiming input tax credits on zero-rated grocery that never carried tax.
Shareholder benefit under subsection 15(1)
Triggered by family meals, a personal vehicle or a home renovation run through the restaurant with no charge-back.
First-Year Compliance Calendar
| When | What is due | Who files it | What happens if it is late |
|---|---|---|---|
| Before construction | HST registration, voluntary | Your CPA, with the CRA | Fit-out input tax credits are lost |
| Before opening | Notice to the public health unit and pre-opening inspection | The corporation, with the local board of health | You may not serve customers |
| Before opening | Municipal business licence in the corporation’s legal name | The corporation, with the municipality | Operating unlicensed is an offence |
| Before serving liquor | Liquor sales licence, two-year term, $925.00 where exempt from public notice and $1,055.00 where notice is required | The corporation, with the AGCO | Selling without a licence is an offence |
| Within 60 days | Initial Return, Corporations Information Act | Us, Ontario Business Registry | Non-compliance. No fee |
| Week 1 to 2 | Business number, RC0001 tax and RP0001 payroll accounts | Your CPA, with the CRA | Nothing to remit deductions against |
| 15th of each month | Payroll source deductions, including controlled tips | The corporation, to the CRA | Penalty of 3% to 10%, 20% on a repeat |
| Within 53 weeks | First fiscal year end chosen | Your CPA | Hard to change after the first T2 |
| One month after quarter end | First HST return, quarterly filer | Your CPA, with the CRA | Late filing and instalment interest |
| Last day of February | T4 slips and summary | Your CPA, with the CRA | $100 minimum penalty, rising with slip count |
| 3 months after year end | Part I tax balance | The corporation, to the CRA | Interest from the day after |
| 6 months after year end | T2 return and Ontario Annual Return | Your CPA, and us | Late penalty, then cancellation |
| First tax year | No corporate instalments | Nothing to file | Instalments begin in year two past $3,000 |
Restaurants are rarely one owner, so we start with the cap table.
The cap table
A chef with a silent investor, two partners with unequal cash and unequal hours, or a family group all need separate classes drafted before the certificate issues: voting common for the operators, non-voting common for money that is not working in the kitchen, and preferred so a later buy-in can be priced off a frozen value.
Family dividends
Dividends to a spouse or adult child then run through section 120.4 of the Income Tax Act. A family member working 20 hours a week in the restaurant is in a very different position from one who is not, and we settle that before the first declaration.
HST at the edges
Restaurant food is taxable, but baked goods are zero-rated in quantities of more than five under paragraph 1(m) of Part III of Schedule VI, and a single-serving beverage under 600 mL is taxable. Registration is mandatory once taxable supplies pass $30,000 in four consecutive quarters or in a single quarter, and the quick method is open below $400,000.
Payroll and tips
Payroll is the compliance risk that closes restaurants. Controlled tips run through the employer’s account carry source deductions, and cash wages show up as a wage cost too low for the covers served.
The year end
The year end is chosen away from the busiest month so the inventory count is workable.
Structure
We finish with whether the premises or a second location belongs in a separate company, whether that company shares the $500,000 limit, and whether a section 85 election should carry an existing restaurant in.
AFFORDABLE Incorporation Pricing for Restaurants and Food Trucks
Federal incorporation includes the name search. Every government fee is its own line, at cost.
| Item | Amount | HST | Total | Who charges it |
|---|---|---|---|---|
| Incorporation preparation and filing | $35.00 | Included | $35.00 | Open Corporation for $35 |
| Ontario articles of incorporation, online | $300.00 | None | $300.00 | Ontario Business Registry |
| Federal articles of incorporation, online | $200.00 | None | $200.00 | Corporations Canada |
| Ontario Initial and Annual Returns | $0.00 | None | $0.00 | Ontario Business Registry |
| Federal annual return | $12.00 | None | $12.00 | Corporations Canada |
| Ontario NUANS report, named corporations only | $25.00 | Included | $25.00 | Ordered through us |
| Liquor sales licence, new, two-year term | $925.00 where exempt from public notice, $1,055.00 where required | As charged by the AGCO | $925.00 or $1,055.00 | Alcohol and Gaming Commission of Ontario |
| Municipal business licence | Set by each municipality | As charged by the municipality | Confirmed in writing before you apply | The municipality |
Our Services for Restaurants
Our professional fees include HST. Government fees are separate, itemised and charged at cost with no mark-up.
NUANS Report for Restaurants
The name search a named restaurant company needs, screened so the corporate name, the licence name and the name over the door all line up.
Incorporation Service for Restaurants
Articles drafted for operators, silent investors and family shareholders, with the corporation ready to sign the lease and the franchise agreement.
Address Service for Restaurants
A registered office address in downtown Toronto for the public register and corporate mail, separate from the restaurant’s street address.
Payroll Service for Restaurants
Payroll for kitchen and floor staff, with controlled tips run through the correct boxes and source deductions remitted by the 15th.
One Window Service for Restaurants
The articles, the business number, the HST and payroll accounts and the Initial Return set up in one engagement, before the licence applications go in.
Corporate Annual Filing for Restaurants
The Ontario Annual Return or the federal annual return filed on time, with director, officer and address changes kept current.
Corporate Tax Filing for Restaurants
The T2 with GIFI statements, prepared from books reconciled to the point-of-sale system, the delivery platforms and the merchant deposits.
Federal Incorporation for Restaurants
A federal corporation for a group planning locations in more than one province, with the name protected across Canada.
Holding Company Setup for Restaurants
A holding company for the premises or a second location, reviewed first against the shared $500,000 small business limit.
The Bundle for Restaurants and Food Trucks
After incorporation the ongoing work moves to the parent firm. Gondaliya CPA sets the salary and dividend split, keeps the books in Xero with the point-of-sale system, the delivery platforms and the merchant deposits reconciled to daily sales, separates taxable prepared food from zero-rated grocery and rebate items on the HST return, runs payroll with controlled tips through the correct boxes, tracks food and labour cost against sales, and prepares the T4 slips, the T2 and the annual return.
Why Restaurant Owners Use 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.
- CPA Ontario firm registration number 61330051
- 1,300+ five-star Google reviews
- 13 Ontario offices
- Open 9:00 AM to 8:30 PM, Monday to Sunday
- 30-day money-back guarantee
- 60-day fee-matching policy
- Xero Partner Award Winner 2026
Google Reviews
Free CPA Consultation for Restaurants and Food Trucks
Case Studies: Restaurant and Food Truck Incorporation
Three Ontario food service files, each showing where the owner started and what changed before anything went to the registry, the city or the AGCO.
Scarborough Restaurant – A Ten-Year Lease Signed Personally
The problem: A Scarborough owner was about to sign a ten-year restaurant lease in a personal name, with the liquor licence application to follow in the same name and the fit-out paid from a personal line of credit.
What we did: We incorporated before the lease was signed, so the landlord contracted with the corporation and the personal guarantee was negotiated as a separate document. The corporation registered for HST before construction, and the AGCO application went in under the corporation as operator.
The result:
- Numbered Ontario corporation filed at $335.00
- Lease and liquor licence in the corporation’s name
- Input tax credits recovered on the fit-out
Mississauga Food Truck – A Licence in the Wrong Name
The problem: A Mississauga food truck operator had a refreshment vehicle licence in a personal name and wanted to move the business into a corporation without losing a season of trading.
What we did: We incorporated, then sequenced the new municipal licence applications in the corporation’s exact legal name before the personal licences lapsed, and moved the truck and equipment across under section 85 at their tax values.
The result:
- Named Ontario corporation filed at $360.00
- Licences reissued in the corporation’s name
- Truck and equipment rolled in without a gain
Toronto Café – A Tip Pool Paid Out in Cash
The problem: A Toronto café ran card tips through the business account and paid them out to staff in cash each week, with no deductions and nothing on the T4 slips.
What we did: We explained that tips the employer controls are pensionable and insurable, set up payroll so the pooled tips carried CPP and EI and were reported in box 14, and separated the till’s rebate-eligible small orders from full-rate sales on the HST return.
The result:
- Controlled tips run through payroll
- T4 slips reporting tips correctly
- Point-of-sale rebate applied at the till
Six steps from the intake form to a corporation ready to sign the lease, apply for the licences and run payroll.
Send the intake form
Owners and investors, the lease or franchise you are about to sign, whether you will serve liquor, and whether a sole proprietorship already trades.
A CPA reviews the file
The cap table, the HST registration date, the tip policy and the shareholders against section 120.4.
Numbered or named
A numbered company needs no search. A named Ontario company needs a NUANS report at $25, and the federal online filing includes its name search.
You approve the draft
You see the articles, the share classes, the directors and the registered office before anything is filed.
Filed online
Ontario articles go through the Ontario Business Registry and federal articles through Corporations Canada.
Ready to open
The business number with the HST and payroll accounts, the Initial Return, and the exact legal name your lease, municipal licence and AGCO application must use.
Meet the Lead CPAs Behind Your Restaurant Corporation
A Chartered Professional Accountant checks the lease, the tips and the HST timing before anything is filed.
What Our Clients Say
These Google reviews belong to Gondaliya CPA Professional Corporation and cover every service the firm provides. See all reviews.
Incorporating a Restaurant or Food Truck Anywhere in Canada
We incorporate restaurants, cafés and food trucks from thirteen Ontario offices and remotely across Canada. The filing is electronic, so no visit is needed. Business licences are issued by each municipality and liquor licences by each province, so we confirm the local requirements and fees in writing before you apply.
Restaurant and Food Truck Incorporation FAQs
Do I need a professional corporation to open a restaurant in Ontario?
Do restaurants charge HST on food?
When does a restaurant have to register for HST?
Are tips subject to payroll deductions?
What licence do I need to sell alcohol?
Do I need a health inspection before I open?
Does a food truck need a different corporation from a restaurant?
Can my franchise be held by a corporation?
Related Industries We Serve
Franchise Owners
- Franchise fee as Class 14 capital
- Royalties paid abroad
- Personal guarantees
Grocery and Convenience Stores
- Zero-rated groceries
- AGCO beer and wine
- Point-of-sale HST coding
Cleaning Companies
- Staff or contractors
- WSIB and bonding
- HST on cleaning services
Immigrants and Newcomers
- Director residency by province
- Temporary SIN and business number
- First-year tax residency
Set Up Before You Sign the Lease
One form stands between you and a corporation set up properly. Pay $35 including HST, and a CPA checks the shares, the guarantees, the tip treatment and the year end.
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.
Open Corporation for $35 is a department of Gondaliya CPA.
