If you plan on incorporating in Ontario, here are basic steps you should take. *Please note that laws and guidelines may have changed since the creation of this list and you should always do your own research to confirm the validity of this list.
1. Choose your Jurisdiction
In Canada, you can choose to incorporate under the jurisdiction of any of the provinces, or federally. In most cases, the choice is limited to your home province, or the province your business is located in and does business in. One important fact to remember here; if you incorporate provincially, someone could at a later date incorporate in a different province with the exact same corporation name. Your trademark is only good in the jurisdiction you incorporated in. A federally incorporated business’s name is protected across the whole country of Canada.
Also, being for whatever reason, it is actually cheaper to file federally. They charge a flat fee of $250.00 or $200 if filed electronically. On the flip side, to file provincially in Ontario, it costs $360 or $342.50 if filed electronically. Do not let this simple fact of $100 dollars extra try to sway your decision to file federally if you do not have any need to do so. Accept it and move on.
2. Select a Corporate Name
This is the only creativity you are allowed in the process. There are no mandatory requirements to name choosing. However there may be guidelines in the jurisdiction you choose. It is strongly recommended to choose up to 3 names, so if your first choices are declined for whatever reason you have backups available to you.
Your corporate name must end with a legal element consisting of one of the following: Limited (Ltd.), Limitee (Ltee.), Incorporated (Inc.), Incorporee (Inc.), Corporation (Corp.)
3. Determine Availability
Before submitting your desired corporate name to the government for approval, do a search using the NUANS (Newly Upgraded Newly Automated Name Search) system. The NUANS report must then be submitted with your paperwork.
4. Fill out and Complete Articles of Incorporation
In Ontario, a corporation is formed by filing Articles of Incorporation with the appropriate agency. Although you do not have to legally hire a lawyer to do this, it is strongly recommended. Find a lawyer that does this often and you will be surprised with the wealth of advice they have for things you completely missed.
5. Submit and Register your Articles of Incorporation
To create the corporation you must submit the Articles of Incorporation, supporting documents, NUANS report, and filing fee. Ontario incorporating documents can be delivered by mail or registered in person at:
Companies Branch
Ministry of Government Services
393 University Avenue
Toronto, ON M7A 2H6
6. Obtain Corporate Seal and Minute Book
There are several records you are required by law to keep, a few for example are: a copy of Articles of Corporation, corporate by-laws, minutes of shareholder meetings, shareholder resolutions, etc. All of these documents get kept in a binder or folder called the Minute Book.
7. Fulfill Corporate By-Laws, Organization Minutes and Issue Shares
You must organize the structure of your corporation after you form it. This organization will get recorded and put into the Minute Book. Also organized will be the approval of corporate by-laws, issuance of shares to shareholders, election of directors, and more.
8. Obtain all Other Required Licenses and Permits
You have to register for a federal business number, regardless if you have incorporated provincially.
Also required:
- Register non-corporate business names
- If applicable, register for a provincial sales tax account
- Register for provincial Employer Health Tax and Workers Comp
- Obtain provincial and municipal licenses
9. Set up your Corporate Bank Account
You’ll have to supply your bank with copies of your Articles of Incorporation and any other articles of amendment you may have.
10. Begin your New Corporate Business World
Open and grow your new business corporation and become as successful as you have dreamed. Business in Ontario is booming and you are ready to begin your corporate journey in this great province.