Incorporation Process in Canada

Step 1: Choose Your Corporate Name

The first step in incorporating your business is selecting a unique corporate name. Your name must:

• Be distinctive and not confusingly similar to existing corporations
• Include a legal element (Inc., Ltd., Corporation, Corp., etc.)
• Not be misleading or suggest a connection to government
• Comply with specific naming requirements in your jurisdiction

You can conduct a name search through NUANS (Newly Updated Automated Name Search) or use the provincial name search system to ensure your name is available.

Step 2: Prepare Articles of Incorporation

Articles of Incorporation are the legal documents that create your corporation. They must include:

• Corporate name
• Registered office address (must be in Canada)
• Number of directors (minimum requirements vary by jurisdiction)
• Share structure and classes of shares
• Restrictions on business activities (if any)
• Any other provisions required by law

Step 3: File with the Appropriate Registry

Submit your Articles of Incorporation to either:

• Federal: Corporations Canada (Industry Canada)
• Provincial: The corporate registry in your chosen province

The filing can typically be done online, by mail, or in person. Processing times vary but are generally 1-5 business days for online filings.

Step 4: Organize Your Corporation

After incorporation, you must:

• Hold First Meeting: Conduct an organizational meeting of directors
• Issue Shares: Allocate shares to initial shareholders
• Appoint Officers: Designate president, secretary, treasurer, etc.
• Adopt Bylaws: Establish corporate bylaws governing operations
• Set Up Records: Create minute books and corporate records

Step 5: Obtain Business Licenses and Permits

Depending on your business type and location, you may need:

• Business license from your municipality
• Provincial licenses (varies by industry)
• Federal permits (for regulated industries)
• GST/HST registration number
• Payroll account (if you have employees)

Step 6: Set Up Banking and Tax Accounts

Open a corporate bank account and register for necessary tax accounts:

• Corporate bank account (separate from personal accounts)
• Business Number (BN) from Canada Revenue Agency
• GST/HST account (if applicable)
• Payroll account (if you have employees)
• Import/Export account (if applicable)

Director Requirements

Canadian corporations must have at least one director who is:

• At least 18 years of age
• Not bankrupt
• For federal corporations: At least 25% of directors must be Canadian residents
• For provincial corporations: Requirements vary by province

Ongoing Compliance

After incorporation, you must maintain compliance by:

• Filing annual returns with the corporate registry
• Maintaining accurate corporate records
• Holding annual meetings of shareholders and directors
• Updating the registry when changes occur (directors, address, etc.)
• Filing corporate tax returns annually

Timeline and Costs

Timeline: Incorporation can typically be completed within 1-2 weeks, depending on the jurisdiction and method of filing.

Costs: Incorporation fees vary:

• Federal: Approximately $200-$500
• Provincial: Approximately $300-$600 (varies by province)
• Name search: $30-$50
• Legal/accounting fees: Variable (if using professional services)

Need Help?

For more detailed information and resources, visit our Resources page or contact us for assistance.