How to incorporate a business corporation in Ontario

Articles of Incorporation, Form 1 under the Ontario Business Corporations Act (OBCA) must be completed and filed to incorporate a business corporation in Ontario.

Methods of incorporation
There are three service delivery choices available to clients who wish to incorporate a business corporation in Ontario:

1. File Articles of Incorporation electronically Online at our website. Incorporate Online HERE.

2. For over-the-counter service, articles may be filed in person at the Toronto office or at some Land Registry/ServiceOntario offices in Ontario.

3. Submit Articles of Incorporation by mail to the Central Production and Verification Services Branch.

Name search

Unless the corporation will have a number name, an original Ontario-biased NUANS name search report must be obtained from a private name search company and be submitted with the Articles of Incorporation. The NUANS report cannot be dated more than 90 days prior to the submission of the articles.

Corporation name

It is the responsibility of the incorporators to ensure the name for an Ontario business corporation complies with the Business Corporations Act and its Regulations.

Legal element

The word “Limited”, “Limitée”, “Incorporated”, “Incorporée” or “Corporation” or the corresponding abbreviations “Ltd.”, “Ltée”, “Inc.” or “Corp.” shall be part of the name of every corporation.

Number company

If an applicant wishes to incorporate with a number name, a name search is not required. The Central Production and Verification Services Branch will assign a number. When completing the forms leave 9 empty boxes (for the number) and then the word “Ontario” followed by a legal element (see above).

Other business names
A corporation may carry on its business activities under a name other than its corporate name, provided that the name is registered under the Business Names Act.

The directors shall manage or supervise the management of the business and affairs of the corporation. The board of directors of a corporation must consist of at least one individual, and in the case of an offering corporation, not fewer than three individuals (S.115 (2)).

The Articles of Incorporation may set out a fixed number of directors or a minimum and a maximum number of directors (floating board), but each director must be at least 18 years of age (S.118 (1)).

At least 25 percent of the directors must be resident Canadians (if 25 percent of the directors is not a whole number round up to the nearest whole number). Where a corporation has less than four directors, at least one must be a resident Canadian (S. 118(3))

Note that all business corporations must be authorized to issue shares. Therefore, Article 6, “The classes and any maximum number of shares that the corporation is authorized to issue,” of the Articles of Incorporation form must be completed (e.g. “unlimited common shares”).

Effective date

When Articles are filed with the Central Production and Verification Services Branch they are endorsed with a certificate and are effective on the date set out in the certificate. Articles cannot be endorsed until all requirements under the Business Corporations Act have been met under the policy of Endorsement as of Right.

An effective date of up to 30 days later than the earliest date the Articles can be endorsed may be requested in writing on a cover letter using bold or highlighted letters, upon submission of the Articles to the Branch. If you are presenting your Articles in person and require a future effective date, you must verbally bring this request to the attention of the counter clerk who endorses your Articles.

Ontario corporation number (OCN)

Upon incorporation, the Branch assigns every corporation a number, which is unique to that corporation. It cannot be transferred to another corporation, nor can a corporation ever change its corporation number. When corporations amalgamate, the amalgamated corporation is assigned a new number.

Ontario Incorporation Service in 2 Hours

Ontario Incorporation in 2 Hours. New low incorporation fee $99 plus Govt fees. Business Corporations are incorporated in Ontario, according to the provisions of the Ontario Business Corporation Act with the Ontario Corporations Division. Company Formations Canada provides fast and easy Ontario Incorporation Service for only $99.99 plus government fees.

Ontario Incorporation Fees:

Ontario Gov Fees: $362
Name Search Report or NUANS Report: $30
CompanyFormations Fee: $99.99
GST: $22.09
Total Fees: $514.08

Our Ontario incorporation service includes:

Receipt and review of your incorporation information.
If you choose to incorporate a named company, we conduct a Provincial or NUANS prescreen search of your proposed corporate name and advice you if there are any difficulties with your name.
Preparation and filing of Article of Incorporation.
Personalized ByLaws
Personalized Company Minute Book
Organizational Resolutions
Register of Directors
The resignation of Director Form
Appointment of Corporate Officers
The resignation of Officer Form
Subscription of Shares
Share Certificate
Register of Shareholders
Consent and waiver for allotment of shares
Directors’ resolutions approving the allotment of shares
Consent and waiver for transfer of shares.
Shares Transfer Form
Directors’ Resolutions Approving Transfer of Shares
Notice of Organizational Meeting of Incorporators and Directors
Waiver of Notice of Meeting of Incorporators and Directors
Minutes of Organizational Meeting of Board of Directors
Waiver of Notice First Meeting of Shareholders
Minutes First Meeting of Shareholders
Notice to Directors of Regular Board Meeting
Minutes Shareholders Annual Meeting
Minutes Regular Board Meeting
Provincial-specific startup checklist

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