Share Issuance and Share Transfer for Ontario and Federal Corporations

Issue shares from treasury or transfer existing shares, prepared by a CPA firm that prices the transfer before it papers it. A share cannot be issued until it is fully paid, and a sale inside the family is taxed at fair market value whatever the price on the cheque. Open Corporation for $35 is a department of Gondaliya CPA.

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Issuing Shares and Transferring Shares Are Two Different Things

Issuing shares from treasury creates new shares and puts money or property into the corporation. Transferring shares moves existing shares from one owner to another and puts money into the seller’s hands. The two are papered differently and taxed differently. Open Corporation for $35 is a department of Gondaliya CPA.

Neither is filed with a registry. Share ownership is recorded in the corporation’s own securities register, so the paperwork you keep is the only proof of who owns what. We prepare it, and a Chartered Professional Accountant prices the tax first.

Start on the Intake Form See Pricing

Articles Read First

We confirm the class and number of shares your articles allow.

Full Paper Trail

Subscription or transfer form, resolutions, certificates and registers.

Tax Priced Before Signing

Fair market value, attribution and split income checked first.

Four Common Reasons

Adding a spouse, child or partner; buying or selling shares; rolling assets in; fixing old records.

Open Evenings and Weekends

9:00 AM to 8:30 PM, Monday to Sunday, from 13 Ontario offices and online.

Working to Your Deadline

Put the buyer’s or lender’s date on the form and we work to it. Call 647-212-9559.

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What Share Issuance and Transfer Includes

A review of the articles first, to confirm the corporation may issue the class and number of shares asked for, and a plain answer when it may not.
A CPA review of who will hold the shares, in what class and in what proportion, before anything is signed.
The share subscription, recording the number, the class and the consideration.
The directors’ resolution allotting and issuing the shares and confirming they are fully paid, as section 25(3) of the Canada Business Corporations Act requires.
The directors’ resolution setting the amount added to the stated capital account for the class.
On a transfer: the share transfer form, the endorsement, and the directors’ resolution consenting to the transfer where the articles restrict transfers.
The surrendered certificate cancelled and numbered replacement certificates issued to the seller and the buyer.
Updated share, securities and transfer registers under section 50(1) of the Canada Business Corporations Act.
An updated register of individuals with significant control where the change crosses the 25 percent line, with the federal filing where one is triggered.
Form T2057 and the elected amounts where assets are rolled in under subsection 85(1) of the Income Tax Act.
A short written memo of the tax position relied on, and the signed set indexed for your minute book.

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Issuing shares from treasury, step by step

Check the articles first

A corporation can issue only the classes its articles authorize. A new class needs articles of amendment before any share of it is issued.

The share subscription

The person taking the shares signs a subscription stating the number, the class and what they will pay.

The directors’ resolution

The directors allot and issue the shares by resolution and fix the consideration.

Fully paid before issue

Section 25(3) of the Canada Business Corporations Act says a share cannot be issued until the consideration is fully paid in money, or in property or past services worth no less than the money it would otherwise have received. A promise to pay later is not consideration.

The stated capital account

A separate account for each class

Section 26(1) of the Canada Business Corporations Act requires a separate stated capital account for each class and series of shares.

Adding the full consideration

Section 26(2) requires the full amount received to be added, while section 26(3) allows a smaller addition in certain non-arm’s length exchanges, such as a section 85 rollover.

Three different numbers

Stated capital, paid-up capital for tax and the price on the cheque can all differ. Paid-up capital is what can later be returned to shareholders without a taxable dividend.

Transferring existing shares, step by step

The transfer form and the certificate

The seller signs a transfer, usually endorsed on the back of the certificate or on a separate form, and delivers the certificate.

Consent where transfers are restricted

A private corporation’s articles usually restrict transfers, so the directors pass a resolution consenting to the transfer.

Cancel and reissue

The old certificate is cancelled and new numbered certificates are issued to the buyer and, for any shares kept, to the seller.

Record it in the register

Under section 51(1) the corporation may treat the registered holder as the owner for votes and dividends, so an unrecorded transfer leaves the buyer with nothing the corporation must recognize.

Certificates and the securities register

Certificate or acknowledgment

Section 49 entitles each holder, at their option, to a share certificate or a non-transferable written acknowledgment of their right to one. We issue numbered certificates, because banks, lenders and buyers ask for them.

What the register shows

Section 50(1) requires, for each class, the names and latest known addresses of past and present holders, the number of shares each holds, and the date and particulars of every issue and transfer.

When the register and certificates disagree

The register is fixed before anything new is issued. Where no register exists at all, it is rebuilt first, which is a separate minute book service.

The register of individuals with significant control

The 25 percent test

Section 21.1 of the Canada Business Corporations Act requires most federal corporations to record individuals who hold or control 25 percent or more of the votes or the fair market value of the shares.

15 days and the annual return

The federal register is updated within 15 days of the corporation learning of a change, and the information is filed with Corporations Canada within 15 days of a change and with the $12.00 annual return.

Ontario since 1 January 2023

Ontario corporations have kept a transparency register since 1 January 2023. It is not public, but it must be produced on request to regulators, police and tax authorities.

Our guide to the register of individuals with significant control covers both regimes, and the minute book service explains where the certificates and registers belong.

Free Share Transfer Consultation

Case Studies: Share Issuances and Transfers

Toronto Owner – Adding a Spouse

The problem: An owner wanted to give a spouse half the common shares so dividends could be split.

What we did: We priced the transfer at fair market value, explained attribution and the split income rules, and issued a new class to the spouse from treasury for paid consideration instead.

The result:

No surprise capital gain
Split income position documented
Registers and certificates updated

Mississauga Partners – A Buyer’s Lawyer Waiting

The problem: A partner selling out had been asked for a transfer form, a consent resolution and new certificates by Friday.

What we did: We prepared the transfer, the directors’ consent, the cancelled and replacement certificates and the updated ISC register within the deadline.

The result:

Closing met
ISC register updated in 15 days
Seller told the tax cost in advance

Vaughan Contractor – Shares Never Issued Properly

The problem: A corporation had operated for six years with no subscription, no resolution and no register.

What we did: We rebuilt the share records from the bank records, documented the consideration paid and set the registers straight before a planned sale.

The result:

Valid share issue documented
Register rebuilt
Sale due diligence passed

Start on the Intake Form

Simple Process

How We Prepare Your Share Change

Start Your Share Change See Pricing

The tax is priced before the documents are drafted, because it cannot be corrected afterwards.

Step 1

Articles and Record

We read the articles and the registry record to confirm what is authorized.

Step 2

Tax Review

A CPA prices the transfer: fair market value, attribution and split income.

Step 3

Documents

Subscription or transfer form, resolutions, certificates and registers drafted.

Step 4

Signed Set

You sign, we update the registers and deliver the indexed set for your minute book.

Why Choose Open Corporation for $35 for Your Share Issuance or Transfer?

Accurate and Compliant Filing

Articles prepared under the Business Corporations Act (Ontario) and checked against the registry rules before they are submitted.

Affordable, Fixed Pricing

Our fee quoted in writing first, and government fees at cost on their own lines. A 60-day fee-matching policy backs it.

Planned Around Your Tax

The tax on each share movement priced before anything is signed.

Support After Filing

The parent firm keeps the books, files HST and payroll, and prepares the T2 and annual return when you need it.

Our Official Partners

Transparent Pricing – No Hidden Fees

Our fee for a share issuance or transfer is quoted to you in writing before anything is drafted. No registry fee is payable to issue or transfer shares, because the register is kept by the corporation. See every fee, ours and the government’s, in one table.

Item	Amount	HST	Total	Who charges it
Issuing shares from treasury: subscription, resolutions, certificate and register entries, our fee	Quoted on request	Included in the quote	Quoted on request	Open Corporation for $35
Transferring existing shares: transfer form, consent resolution, certificates and register entries, our fee	Quoted on request	Included in the quote	Quoted on request	Open Corporation for $35
Section 85(1) rollover on a share issuance, including Form T2057, our fee	Quoted on request	Included in the quote	Quoted on request	Open Corporation for $35
Our incorporation fee, where a new corporation issues its first shares	$35.00	Included	$35.00	Open Corporation for $35
Federal articles of amendment to add a class of shares, online	$200.00	Not applicable	$200.00	Corporations Canada
Federal articles of amendment, by email or mail	$250.00	Not applicable	$250.00	Corporations Canada
Ontario articles of amendment to add a class of shares	$150.00	Not applicable	$150.00	Ontario Business Registry
Ontario corporation profile report, to confirm directors before drafting	$8.00	Not applicable	$8.00	Ontario Business Registry
Ontario Notice of Change, where directors or officers also change	$0.00	Not applicable	$0.00	Ontario Business Registry
Federal annual return, with updated ISC information	$12.00	Not applicable	$12.00	Corporations Canada
Federal certificate of compliance, where a buyer or lender asks	$10.00 online	Not applicable	$10.00	Corporations Canada
Ontario certificate of status, where a buyer or lender asks	$26.00	Not applicable	$26.00	Ontario Business Registry

Our fee includes HST, and government fees are passed through at cost on their own lines. See every 2026 government registry fee in one table.

What Is Not Included

A valuation of the shares. Where the amount is material we refer you to a Chartered Business Valuator.
Legal advice, a shareholders’ agreement, or an opinion on the validity of a past share issue. We are a CPA firm, not a law firm.
Government fees, charged separately at cost.
Articles of amendment to create a new class, a separate service with its own registry fee.
Rebuilding a minute book that does not exist, a separate service.
The T1 reporting a capital gain and the T2 reporting the change of shareholders.
Securities law compliance for raising money from outside investors.
Negotiating price or terms. We paper what the parties agree and tell each side the tax cost.
Filings in provinces other than Ontario.

How Long Each Stage Takes

Stage	Who	Time
Articles read and corporation identified	Us	1 business day
Ontario corporation profile report	Ontario Business Registry	Immediate
CPA review of holders, classes and tax	Us	2 business days
Issuance or transfer documents drafted	Us	2 business days
Draft sent to you and corrections applied	You and us	2 business days
Registers and ISC register updated after signing	Us	1 business day
Form T2057, where assets are rolled in	Us	3 business days
Federal articles of amendment, online	Corporations Canada	1 day (registry stated)
Ontario articles of amendment, online	Ontario Business Registry	Immediate (registry stated)

Before Anything Is Signed

What a CPA Checks Before a Share Transfer

Start Your Intake Form

A share transfer cannot be quietly corrected afterwards. The moment the shares move, the tax consequence is fixed.

Check 1

The price

Paragraph 69(1)(b) of the Income Tax Act deems a sale to a non-arm’s length person for less than fair market value to happen at fair market value. Selling to an adult child for $1 is taxed at full value.

Check 2

Who receives the shares

Subsections 74.1(1) and 74.1(2) attribute income on property transferred to a spouse, or to a child under 18, back to the transferor.

Check 3

Split income

Section 120.4 taxes split income at the top rate unless an exclusion applies. The excluded shares exclusion needs the holder to be 24 or older, with 10% or more of the votes and value, and is not available to a professional corporation.

Check 4

A corporation on the receiving end

Section 84.1 can turn a sale of shares to your own corporation into a deemed dividend, and subsection 74.4(2) can impute interest on a transfer to a corporation.

Check 5

Section 85 deadlines

A rollover election on Form T2057 is due with the earliest return of the parties. A late election is accepted within three years, with a penalty capped at $8,000.

Check 6

The share structure

One class held by one person blocks spousal dividends and a clean holding company. We fix that before shares are issued, because afterwards it is a reorganization.

Adding or Removing a Shareholder?

Tell us who holds the shares now and who should hold them afterwards, and a CPA tells you the tax cost before you sign.

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Share Issuances and Transfers Across Canada

Documents are prepared and signed electronically, so you never need to visit. When you want to meet, our offices are open 9:00 AM to 8:30 PM, Monday to Sunday, on 647-212-9559.

Toronto (ON)

55 Queen St E Ste 1205, Toronto, ON M5C 1R6

Mississauga (ON)

2100 Camilla Rd #716, Mississauga, ON L5A 2J8

Brampton (ON)

4 Starhill Crescent, Brampton, ON L6R 2P9

Scarborough (ON)

24 Clementine Square, Scarborough, ON M1G 2V7

Vaughan (ON)

19 Cabinet Crescent, Woodbridge, ON L4L 6H9

Oshawa (ON)

210 Durham St, Oshawa, ON L1J 5R3

Ottawa (ON)

2090 Neepawa Ave a314, Ottawa, ON K2A 3L6

Etobicoke (ON)

60 Stevenson Rd #1601, Etobicoke, ON M9V 2B4

Hamilton (ON)

70 Starling Dr, Hamilton, ON L9A 0C5

Guelph (ON)

1155 Gordon St, Guelph, ON N1L 1S8

Windsor (ON)

4387 Guppy Ct, Windsor, ON N9G 2N8

North York (ON)

150 Graydon Hall Dr #912, North York, ON M3A 3B2

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Share Issuance and Transfer FAQs

Do I have to file a share issuance or a share transfer with the government?

No. Neither Corporations Canada nor the Ontario Business Registry takes a filing for a share issuance or transfer, because ownership is recorded in the corporation’s own securities register. Section 50(1) of the Canada Business Corporations Act requires that register to show each holder’s name and latest known address, the number of shares held, and the date and particulars of every issue and transfer.

Can I issue shares before they are paid for?

No. Section 25(3) of the Canada Business Corporations Act says a share cannot be issued until the consideration is fully paid in money, or in property or past services worth no less than the money it would otherwise have received. A promise to pay later is not consideration, and a share that was never validly issued can cause problems on a sale years later.

What is a stated capital account and why does it matter?

It is the record of what the corporation received for each class and series of shares. Section 26(1) of the Canada Business Corporations Act requires a separate account for each, and section 26(2) requires the full consideration to be added, with a smaller addition allowed in certain non-arm’s length exchanges. It matters because it drives how much can later be returned to shareholders without a taxable dividend.

Do I need a paper share certificate?

Only if the shareholder asks for one. Section 49 of the Canada Business Corporations Act entitles each holder, at their option, to a certificate or a non-transferable written acknowledgment. We issue numbered certificates anyway, because banks, lenders and buyers ask for them.

Can I transfer shares to my spouse so we can split dividends?

You can transfer them, but the dividends may still be taxed in your hands. Subsection 74.1(1) of the Income Tax Act attributes income on transferred property back to you, and section 120.4 taxes split income at the top rate unless an exclusion applies. A CPA should price this before the transfer, not after the dividend is declared.

What happens for tax if I sell shares to my adult child for $1?

The sale is taxed as if you received fair market value. Paragraph 69(1)(b) of the Income Tax Act deems a sale to a non-arm’s length person for less than fair market value to happen at fair market value, while your child’s cost can be lower, so the same growth can be taxed twice.

What is a section 85 rollover, and when is the election due?

It is a joint election under subsection 85(1) of the Income Tax Act that moves eligible property into a taxable Canadian corporation at an agreed amount, provided shares form part of the consideration. It is filed on Form T2057 by the earliest date any party must file a return for the year of the transfer. A late election is accepted within three years with a penalty capped at $8,000.

Do I have to update the ISC register when shares change hands?

Yes, if the change affects who holds or controls 25 percent or more. A federal corporation updates its register within 15 days of learning of the change and files the information with Corporations Canada. Ontario corporations have kept their own register since 1 January 2023, which is not public but must be produced on request.

Does a share transfer change my corporate tax return?

Yes. Schedule 50 of the T2 lists every shareholder holding 10 percent or more of the common or preferred shares, so a transfer across that line changes it. A change of control can also end the taxation year early and restrict losses carried forward, so tell your accountant on the day of the transfer.

Can I create a new class of shares without amending the articles?

No. A corporation can issue only the classes its articles authorize, so a new class needs articles of amendment first. Corporations Canada charges $200.00 online and $250.00 by email or mail, and Ontario charges $150.00.

Meet Your Share Transfer Experts

A Chartered Professional Accountant prices the tax before any share moves.

Sharad Gondaliya, CPA

Principal

Bio

647-212-9559

Vandana Goel, CPA

Accounting Specialist

Bio

647-250-0242

What Our Clients Say

These Google reviews belong to Gondaliya CPA Professional Corporation and cover every service the firm provides. See all reviews.

Insights for Shareholders

Share structure for a new corporation

Classes, votes and dividends.

Salary against dividends

How your share classes decide it.

Tax on split income

Family shareholders and section 120.4.

Holding company setup

A holding company above your operating company.

See More Guides

10 Smart Share Transfer Tips That Save You Money

Read the articles first

Only authorized classes can be issued.

Get paid before issuing

Section 25(3) requires full payment.

Price family transfers

Fair market value applies, whatever the cheque says.

Use a new class for a spouse

One class blocks flexible dividends.

Record the stated capital

It drives tax-free returns later.

Issue numbered certificates

Buyers and lenders ask for them.

Update the register the same day

The registered holder is the owner.

Watch the 25% line

ISC updates are due within 15 days.

File the section 85 election on time

Late filing costs up to $8,000.

Tell your accountant on the day

A change of control can end the tax year.

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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. Open Corporation for $35 is a department of Gondaliya CPA. See incorporation services at Gondaliya CPA.

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Price the Transfer Before You Paper It

Open Corporation for $35 is a department of Gondaliya CPA. Fill in the intake form with the corporation’s name and number, who holds the shares now and who should hold them afterwards, and a Chartered Professional Accountant will tell you what the transfer costs in tax before you sign anything. If assets are being rolled in, say so, because the section 85 election has its own deadline. Send payment by Interac e-Transfer to info@gondaliyacpa.ca with the security question set to “Not Applicable”, as auto-deposit is enabled. Card is also accepted.

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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.