How to Incorporate a Business in Ontario: Filing and First 60 Days

To incorporate a business in Ontario, you file Articles of Incorporation through the Ontario Business Registry for a $300 fee, and if you file online you receive a Certificate of Incorporation almost immediately. That single filing creates a separate legal entity under the province’s Business Corporations Act and shields your personal assets from the corporation’s debts. The work sits on either side of it: the decisions you make before filing, and the compliance you take on after.

Decide Between Ontario and Federal Incorporation

Before touching any form, choose whether to incorporate provincially under Ontario’s Business Corporations Act or federally under the Canada Business Corporations Act. An Ontario incorporation lets you operate in this province; if you later expand into another province, you register extra-provincially there. A federal incorporation gives you the right to carry on business across Canada and nationwide name protection, but you file annual returns twice, once federally through Corporations Canada and once provincially in Ontario.

Federal incorporation costs $200 online and still requires that at least 25% of directors be Canadian residents (or at least one, if the board has fewer than four). Ontario dropped its Canadian residency requirement for directors entirely in 2021. For a business that will operate primarily in Ontario, provincial incorporation is usually cheaper and lighter to maintain.

Pick a Corporate Name

You have two options. Let the province assign a numbered corporation (something like 1234567 Ontario Inc.), or choose a distinctive name. Numbered companies skip the name search, set up faster, and can operate under a separately registered trade name; some founders find them less presentable for client-facing work.

A named corporation requires a NUANS (Newly Upgraded Automated Name Search) report before filing. NUANS compares your proposed name against existing corporate names and trademarks across Canada. The report must be less than 90 days old when you file your Articles. Authorized search firms provide these reports, typically for $13 to $50 depending on turnaround.

Descriptive names (“Ontario Web Design Inc.”) face a higher rejection risk than names built around a coined or distinctive word. Ordering the NUANS report early gives you room to adjust before you commit.

Prepare the Articles of Incorporation

The Articles of Incorporation, filed on Form 1 under the Business Corporations Act, is the document that legally creates the corporation. Amending it later costs time and money, so it pays to get the inputs right the first time.

Registered Office Address

Every Ontario corporation must maintain a registered office in the province. This is where legal documents, government notices, and lawsuits are served. A post office box on its own does not qualify; you need a full street address with municipality, province, and postal code.¹ A home address works. You can change it later with a notice of change filing.

Directors

You must name at least one initial director in the Articles, with an address for service. Since July 5, 2021, no director needs to be a Canadian resident, so the entire board can sit outside Canada.² The filing also asks for your primary business activity through a North American Industry Classification System (NAICS) code selected from a standard list.¹

Share Structure

For a straightforward small business, this does not need to be complicated. If you create only one class of shares, those shares automatically carry both voting rights and the right to receive the corporation’s remaining property on dissolution.² Many single-owner corporations use that setup.

If you create multiple classes, you have to spell out the rights, privileges, and restrictions of each class in the Articles. Voting rights and the right to remaining property on dissolution must each attach to at least one class, though not necessarily the same one.² If you plan to bring in investors or issue preferred shares with fixed dividends, have a lawyer or accountant review the share structure before filing; later amendments require a shareholder resolution and a fresh filing.

Restrictions on who can hold shares (common for private companies) also belong in the Articles. Every incorporator named on the form must sign, either electronically through the portal or in ink if you file by mail.¹

Check That Your Directors Are Eligible

Four categories of people cannot serve as a director under the Business Corporations Act:

Anyone under 18.
Anyone found incapable of managing property, including findings under the Substitute Decisions Act, the Mental Health Act, or by a court anywhere.
Non-individuals. Only real people can be directors; another corporation cannot sit on your board.
Undischarged bankrupts.

These disqualifications last as long as the condition exists. An undischarged bankrupt who later receives a discharge becomes eligible again.² Directors do not need to hold shares unless the Articles specifically say so.

File Through the Ontario Business Registry

All incorporation filings go through the Ontario Business Registry (OBR), the province’s online portal for corporate transactions.³ To file, you set up a profile with three components: a My Ontario Account (the province’s secure login), an Ontario Business Account, and a company key, a unique nine-digit number that links your profile to the corporation.⁴

The filing fee is $300, paid by credit or debit card.⁵ You can also file by mail. The fee is the same, processing takes about 15 business days rather than being immediate, and payment must be by cheque or money order to the Minister of Finance.⁶

The Certificate of Incorporation is your legal proof that the corporation exists. It carries the corporation number and the date of incorporation, which starts the clock for tax and liability purposes. Download it right away and keep a copy somewhere you can find it, because banks, landlords, and licensing bodies will all ask for it.

What to Do in the First 60 Days

File the Initial Return

Within 60 days of incorporation, file an Initial Return under the Corporations Information Act.⁷ It tells the province who your officers and directors are, where the registered office is, and basic information about the corporation. Missing it can lead to fines and, eventually, the cancellation of the corporation’s status. You file through the OBR, and there is no statutory fee.

Get Your CRA Business Number

Every incorporated business needs a nine-digit federal business number (BN) from the Canada Revenue Agency.⁸ For Ontario corporations, the CRA is typically notified through the provincial incorporation process and assigns a BN automatically within a few business days. Program accounts for GST/HST collection, payroll deductions, or import/export are separate registrations you handle through the CRA once you have the BN.⁹

Set Up the Minute Book

Ontario corporations must maintain proper corporate records. In practice, that means a minute book containing the Articles of Incorporation, any bylaws, minutes from the first directors’ meeting, the share register showing who owns what, and records of issued share certificates. The minute book is not filed with the government; it stays at your registered office or wherever the directors keep it. If the CRA audits the corporation and you cannot produce a properly maintained minute book, that alone can draw penalties. A well-organized digital version works as well as a physical binder.

Adopt Bylaws

The Business Corporations Act does not technically require bylaws for the corporation to exercise its powers, but virtually every Ontario corporation adopts them at the first directors’ meeting.² Bylaws set the rules for running the corporation: how meetings are called, what counts as a quorum, how directors are elected, and who has signing authority for contracts and banking. Without them, disputes among directors or shareholders are messier to resolve because there is no agreed procedure. Templates exist, and if you have multiple shareholders with different levels of involvement, tailored bylaws are worth the cost.

Ongoing Tax and Compliance Filings

Corporate Income Tax (T2)

Every Ontario corporation must file a federal T2 corporate income tax return within six months of the end of its fiscal year, even if the corporation earned no income.¹⁰ Any balance owing is due within two months of the fiscal year end for most corporations, three months for certain small Canadian-controlled private corporations, so the payment deadline arrives before the filing deadline.

Ontario’s provincial corporate tax is administered through the same T2 return; there is no separate provincial form. Small businesses eligible for the small business deduction pay a provincial rate of 3.2% on the first $500,000 of active business income, while Ontario’s general corporate rate is 11.5%.

Annual Return

Separately from the tax return, Ontario corporations file an Annual Return under the Corporations Information Act within six months of the end of each taxation year.¹¹ There is no statutory fee when you file directly through the OBR, though authorized service providers charge their own fees. Skipping annual returns puts the corporation at risk of involuntary dissolution, and reviving a dissolved corporation is significantly more expensive than staying current.

GST/HST Registration

You must register for a GST/HST account once the corporation’s worldwide taxable revenue passes $30,000 over four consecutive calendar quarters or in a single quarter.¹² Below that threshold, registration is optional but sometimes worth it, because registered corporations can claim input tax credits to recover the GST/HST they pay on business expenses. Once registered, you collect and remit on a quarterly or annual basis depending on revenue.

Personal Liability Directors Should Know About

Incorporation shields shareholders from the corporation’s debts, but directors carry specific personal exposures, and these catch people off guard in small corporations where the founder is the sole director. Under section 131 of the Business Corporations Act, directors can be held personally liable for up to six months of unpaid employee wages and up to twelve months of accrued vacation pay if the corporation fails to pay and the employees’ claims cannot be satisfied through the corporation itself.²

The CRA can also assess directors personally for unremitted payroll deductions (CPP, EI, and income tax withheld from employees) and unremitted GST/HST. These liabilities survive resignation; the CRA can assess a former director for up to two years after they leave the board. The practical protection is to keep payroll remittances and sales tax filings current, because by the time a corporation becomes insolvent, the window for corrective action has usually closed.

1
Ministry of Public and Business Service Delivery. Instructions for Completing the BCA Articles of Incorporation
2
Ontario Government. Ontario Code B.16 – Business Corporations Act
3
Government of Ontario. Ontario Business Registry
4
Government of Ontario. Setting Up Your Ontario Business Registry Profile
5
Government of Ontario. Register Your Business Online
6
Government of Ontario. Cost and Time Required to Register, Change or Search for a Business Name, Corporation or Not-for-Profit
7
Ministry of Public and Business Service Delivery. Instructions for Completing an Initial Return/Notice of Change/Annual Return by an Ontario Corporation
8
Canada Revenue Agency. Business Number and CRA Program Accounts
9
Canada Revenue Agency. When You Need a BN
10
Canada.ca. When to File Your Corporation Income Tax Return
11
Government of Ontario. Notice – Corporations Information Act – Filing an Annual Return
12
Canada.ca. When to Register for and Start Charging the GST/HST