How to Incorporate Federally in Canada Under the CBCA: Step-by-Step

A federal corporation is incorporated under the Canada Business Corporations Act (CBCA) and administered by Corporations Canada, a branch of Innovation, Science and Economic Development Canada. It can carry on business anywhere in Canada, but provincial law still requires it to register in each province or territory where it does so. Federal incorporation therefore adds a Canada-wide corporate name review and a national governing statute; it does not remove provincial registration.

This guide assumes you have already made the jurisdiction decision. If you have not, start with our comparison of Ontario versus federal incorporation or the incorporation jurisdiction calculator. The deciding factors are usually whether the board can satisfy the federal resident-director rule, how much the Canada-wide name review matters, and where the business will operate. An existing Ontario corporation that wants to become federal does not re-incorporate; it continues, as explained in our guide to continuance between Ontario and federal jurisdiction.

Corporations Canada describes incorporation as a five-step process: name the corporation, create the articles, establish the registered office and first directors, file information on individuals with significant control, and submit with payment. The steps below follow that order and add what happens afterwards.

You can take a numbered name or propose a word name. A numbered name is the simplest route: Corporations Canada assigns a number followed by Canada and a legal element, for example 12345678 Canada Inc., and no name search is needed. The corporation can still do business under a different name, provided that operating name is registered in each province where it is used.

A word name must be distinctive, must not be confusing with an existing corporate name, business name or trademark, must avoid prohibited terms and must end with a legal element: Limited, Incorporated, Corporation, Société par actions de régime fédéral or an abbreviation such as Ltd., Inc., Corp. or S.A.R.F. A name can be in English, French, both, or a combined bilingual form.

For an online incorporation the NUANS name search is built into the application, so you do not order a separate report first. You can also apply for a name pre-approval through the Online Filing Centre, which is valid for 90 days, although choosing the name during incorporation is usually faster. Corporations Canada is explicit that a NUANS search does not mean the name is approved. Examiners compare the proposed name against the search results and may ask you to explain why confusion with a similar name is unlikely, weighing the nature of the businesses, their clientele and geography. If the name is refused, you can propose another or fall back to a number.

Screen candidates before you file. Our free business name search tool flags existing businesses, likely competitors, obvious trademark conflicts and domain availability, and our NUANS report guide explains what the formal search shows and what it does not. A corporate name is not a trademark; if the brand matters, plan a trademark application as a separate step.

Corporations Canada offers two ways to create articles of incorporation.

Basic incorporation is a pre-packaged option aimed at small private businesses. The corporation receives pre-determined articles, one or two classes of shares, a maximum of ten directors and a numbered name. It is fast and the articles can be amended later, at a cost.

Custom incorporation lets you set the corporate name, the share structure and share transfer restrictions, the number of directors, any restrictions on the business, and other provisions. Section 6 of the CBCA requires articles to state the corporation's name, the province where the registered office will be located, the classes and any maximum number of shares, the rights, privileges, restrictions and conditions of each class where there is more than one, any restrictions on issuing, transferring or owning shares, the number of directors or a minimum and maximum, and any restrictions on the business.

Most corporations with more than one owner, an investor on the horizon, family members who may hold shares or a holding company in the structure should use custom articles. Share classes drive dividends, voting control, estate planning and the ability to bring in capital without renegotiating the whole structure. Private corporations also restrict share transfers so that the board or the shareholders must approve any sale, which keeps the company outside the public-offering rules. Our guide to share structure for a new corporation and the encyclopedia entry on articles of incorporation explain the choices. Articles can be filed in English, French or both.

Every corporation must have a registered office in the province or territory named in its articles. It is where corporate records are kept and where legal documents are served; anything delivered there is treated as received by the corporation, so use an address someone monitors, not a vacant unit or a former accountant.

The articles also name the first directors. For each director you disclose a first and last name, an address and whether the person is a resident Canadian. A director must be an individual at least 18 years old who has not been declared incapable and is not bankrupt. A corporation needs at least one director.

The resident-Canadian rule is the step that most often sends a founding team back to Ontario. Under section 105 of the CBCA, at least 25 per cent of the directors must be resident Canadians, and where there are fewer than four directors, at least one must be. Corporations in prescribed sectors with Canadian ownership requirements need a majority. A team of two non-resident founders cannot incorporate federally without adding a qualifying director, whereas Ontario has no residency requirement at all. That difference, more than the fee, decides many files.

Since January 22, 2024, a federal corporation must file information about its individuals with significant control (ISCs) with Corporations Canada, and part of that information is published. An ISC is generally an individual who owns or controls 25 per cent or more of the shares, by votes or by fair market value, alone or together with others, or who has control in fact over the corporation without holding shares.

You file ISC information when you incorporate, again every year with the annual return, and within 15 days of recording a change in the corporation's own ISC register. The corporation must keep that register with its other corporate records, verify it at least once each financial year and update it within 15 days of learning of a change. The public portion includes the individual's full legal name, the dates significant control began and ended, a description of the control, and an address for service if one is given; otherwise the residential address is published. Date of birth, citizenship and tax residency are not public, and information about an ISC under 18 is withheld.

Decide before filing whether each ISC will provide an address for service, and gather dates of birth, citizenship and tax residency for every ISC so the first filing is complete. Our article on beneficial ownership and the ISC register compares the federal public registry with Ontario's private one.

Corporations Canada's Online Filing Centre is the fastest way to submit the application and pay. As of October 2026 an online incorporation costs $200 and takes one day, with an express option that adds $100 for a four-hour turnaround. Once payment is complete the request cannot be changed and the fee is not refundable, so review every field first.

If the application is incomplete, Corporations Canada writes to you and a business corporation has three months from the date of that letter to respond before the application is treated as abandoned. If the application is complete, the certificate of incorporation is dated the day the complete application is received, or a later date you request, and the corporation exists from the effective date on the certificate.

Keep the certificate, the articles and the filed forms for the registered office and directors in the minute book. Banks and investors ask for all of them.

Federal incorporation does not replace provincial registration. Corporations Canada states that provincial and territorial legislation requires you to register the corporation in each province and territory where it carries on business, which typically includes having an address, a post office box or a telephone number there, or offering goods or services there.

Ontario makes this easy. When you incorporate online, the system can register the corporation in Ontario at the same time, filling the Ontario form from the incorporation data. According to Corporations Canada, there are no fees for registering with Ontario and the corporation does not file an Ontario annual return. Ontario emails the final form, which includes the business number. Nova Scotia and Newfoundland and Labrador offer the same joint process, each with its own fee. Alberta, British Columbia, Manitoba, Saskatchewan and Quebec have separate partnered processes completed after incorporation, and the remaining jurisdictions are handled through their own registrars.

Registration is not a one-time event. A corporation that opens an office in a second province later must register there, and most provinces require their own periodic returns. Our guide to extra-provincial registration and the encyclopedia entry on extra-provincial registration explain when the obligation arises and what happens if it is missed.

After the certificate issues, the directors hold an organizational meeting or pass equivalent written resolutions. Section 104 of the CBCA lists what they do: make by-laws, adopt forms of security certificates and corporate records, authorize the issue of securities, appoint officers, appoint an auditor to hold office until the first shareholders' meeting, make banking arrangements and transact any other business. Shareholders of a non-distributing corporation can waive the auditor by unanimous resolution.

Shares must be issued and recorded in a securities register. The by-laws, as described in the encyclopedia entry on corporate by-laws, set the rules for meetings, officers and signing authority. All of it belongs in a minute book kept at the registered office or another place in Canada the directors designate, alongside the ISC register. Shareholders and creditors are entitled to see the articles, by-laws, shareholder minutes and registers, so keep them orderly.

On the tax side, the Canada Revenue Agency assigns a business number and a corporation income tax account automatically when a federal incorporation is approved; you do not register separately for the RC account. Register for GST/HST once the corporation exceeds the small supplier threshold, or voluntarily before then, and open a payroll account before the first remittance is due if the corporation will pay salaries. Where the corporation has more than one owner, a shareholder agreement should be signed in the same period.

A federal corporation must file an annual return with Corporations Canada every year within 60 days of its anniversary date. As of October 2026 the fee is $12 online or $40 by email or mail, and ISC information is filed at the same time. Corporations Canada warns that a corporation that fails to file may be dissolved on the assumption that it is not operating. The annual return is not the corporate tax return; both are required.

Directors must also hold an annual shareholders' meeting or pass written resolutions in its place, place financial statements before shareholders at least 21 days before the meeting, and notify Corporations Canada of changes to directors and the registered office within the statutory deadlines. Provincial registrations carry their own returns.

1. 1.Confirm federal is the right jurisdiction and that the board meets the 25 per cent resident-Canadian rule.
2. 2.Choose a numbered name or screen and propose a word name.
3. 3.Choose basic or custom articles; settle share classes, transfer restrictions, director numbers and the registered office province.
4. 4.Gather ISC details, including whether each ISC will give an address for service.
5. 5.File through the Online Filing Centre, pay $200, and request Ontario registration in the same application.
6. 6.Organize: by-laws, share issuance, officers, auditor waiver, banking, minute book.
7. 7.Confirm the business number, register for GST/HST and payroll as needed.
8. 8.Register in every other province where the corporation carries on business.
9. 9.Calendar the annual return, the ISC filing and the annual meeting.

This article is general information about incorporating under the Canada Business Corporations Act, not legal advice. Fees, forms and deadlines change, so confirm them with Corporations Canada before filing. Lamba Law's incorporation and business structuring practice prepares custom federal articles, handles the ISC and provincial registration filings and organizes the corporation so it is ready to operate.