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Corporate Law

How to Register a Corporation in Ontario: Step-by-Step

Every step to register an Ontario corporation: name or number, NUANS, the Ontario Business Registry, articles, the $300 fee and the 60-day Initial Return.

Published Pending lawyer review10 min read

Before you file: confirm the vehicle and the jurisdiction

Registering a corporation in Ontario means filing articles of incorporation under the Business Corporations Act through the Ontario Business Registry. The filing itself takes minutes. The decisions behind it deserve more time, because articles are expensive to fix after shares have been issued and money has moved.

Two decisions come first. The first is whether a corporation is the right structure at all. A sole proprietorship is cheaper to run, and incorporation makes sense when liability, tax deferral, investors or a planned sale justify the compliance cost. Our guide to when to incorporate works through that question.

The second is Ontario versus federal. Both create a corporation that can carry on business anywhere in Canada, subject to registration. Ontario has no Canadian-resident director requirement and a single registry; a federal corporation gets a Canada-wide corporate name review and must meet the federal resident-director rule. Read our Ontario versus federal comparison or run the incorporation jurisdiction calculator before continuing. If federal is the answer, follow our federal incorporation guide instead.

You do not need a lawyer to file. Whether you should use one depends on the share structure, the number of owners and what the corporation will do, as explained in Do you need a lawyer to incorporate in Ontario?

Step 1: Choose a name or take a number

Every Ontario corporate name must end with a legal element: Limited, Limitée, Incorporated, Incorporée or Corporation, or the abbreviation Ltd., Ltée, Inc. or Corp. The rest of the name must not be identical or confusingly similar to another corporation's name, a registered business name or a trademark, and it must avoid prohibited and restricted terms. Incorporators are responsible for ensuring the name conforms to law; the Ministry does not vet similarity for you.

A word name needs an Ontario-biased or weighted NUANS report dated no more than 90 days before the articles are filed. A Canada-biased report is not acceptable. The Ministry does not provide the search; registered search houses and law firms order it. You will enter the report's reference number, the exact name searched and its date in the filing and keep the report at the registered office. Our NUANS report guide explains how to read one.

Before paying for a report, screen candidates for free. Search the Ontario Business Registry, the federal corporation database and the trademarks register, and run our business name search tool, which flags existing businesses, likely competitors, obvious trademark conflicts and whether the .com and .ca domains are taken. It is a preliminary screen, not a NUANS report.

If the brand is not settled, take a number name. The Ministry assigns a number followed by the word Ontario and the legal element you select, no NUANS report is needed, and you can register an operating name or amend the articles to adopt a word name later. The encyclopedia entry on named versus numbered corporations summarizes the trade-offs.

Step 2: Set up access to the Ontario Business Registry

Ontario corporations are filed online through ServiceOntario at ontario.ca/businessregistry, directly or through an intermediary acting for you. Filing directly requires a ServiceOntario online account that is valid and up to date. Intermediaries, including law firms and incorporation services, charge their own fee on top of the government fee.

You can save a draft application before filing, but ServiceOntario cannot see drafts and the notice is blunt that time-sensitive documents such as NUANS reports are your responsibility. A report that expires while a draft sits unfiled has to be replaced.

After the corporation exists, you will manage it through a company key, a nine-digit code unique to the business that gives its holder authority to file returns and changes. The key is free and is emailed when an address is on file; otherwise it is mailed. Treat it like a banking password. It is what someone needs to change your directors or registered office on the public record.

Step 3: Complete the articles of incorporation

The online articles ask for the following, in this order.

  1. 1.Corporate name, or an election to take a number name.
  2. 2.Administrative information that does not appear on the public record: a contact name and email, an official email address for the corporation and a NAICS business activity code.
  3. 3.NUANS details for a word name: reference number, name searched and report date.
  4. 4.Legal opinion details, if you are relying on one to use a name identical to an existing name.
  5. 5.Registered office address. This must be a physical location in Ontario. A post office box alone is not acceptable.
  6. 6.Number of directors and director information. The articles may fix a number or set a minimum and maximum. A non-offering corporation needs at least one director; an offering corporation needs at least three. Each director must be at least 18 and otherwise qualified under the Act. Ontario has no residency requirement for directors.
  7. 7.Incorporator information. For an individual, a name and address for service; for a corporation, its name, Ontario Corporation Number if it has one, and its registered or head office address.
  8. 8.Restrictions on the business the corporation may carry on, if any. Most commercial corporations leave this blank.
  9. 9.Share structure and share transfer restrictions. You must state the classes and any maximum number of shares the corporation may issue. If there is more than one class, you must set out the rights, privileges, restrictions and conditions attaching to each. A private corporation almost always restricts share transfers so that transfers need director or shareholder approval. The registry offers predefined text for a faster filing; whether that text suits you depends on whether you will ever want family shareholders, investors with preferred shares, an estate freeze or a holding company. See our guide to share structure for a new corporation and the encyclopedia entry on articles of incorporation.
  10. 10.Other provisions, such as a lien on shares for debts owed to the corporation, borrowing powers or a limit on the number of shareholders.

Articles are dated the day the Ministry receives them, unless you request a later effective date.

Step 4: File, pay and receive the certificate

As of October 2026, the government fee for an online Ontario incorporation is $300 and the service standard is immediate. The Ministry issues a certificate of incorporation and endorsed articles, and the corporation comes into existence on the date shown on the certificate. You also receive an Ontario Corporation Number, which identifies the corporation in the registry and is different from the Canada Revenue Agency's business number.

Check the certificate and articles the day they arrive. A misspelled name, a wrong registered office or a share class that does not match your plan can be corrected, but every correction is a separate filing. Articles of amendment cost $150 online as of October 2026.

File the certificate and articles in the corporate minute book. Banks, investors, landlords and buyers will all ask for them.

Step 5: File the Initial Return within 60 days

Incorporation triggers a second filing many owners miss. Under the Corporations Information Act, every Ontario corporation must file an Initial Return within 60 days after the date of incorporation. The return sets out the registered or head office address, the directors with their addresses, and the five most senior officers, along with administrative information such as the official email and NAICS code. There is no statutory fee, and the filing is made through the Ontario Business Registry using the company key.

After the Initial Return, any change to that information, a new director, a resignation, a moved office, must be reported by Notice of Change within 15 days after the change takes place. Each year the corporation must also file an Annual Return through the registry within six months of its fiscal year end. The Ontario annual return carries no fee as of October 2026, but it is a separate filing from the corporate tax return, and corporations that stop filing can eventually be cancelled.

Step 6: Organize the corporation

A certificate creates a corporation with no by-laws, no officers and no shareholders. Organizing it is what makes it usable.

The first directors named in the articles pass organizational resolutions, usually in writing rather than at a meeting, as our guide to written resolutions instead of meetings explains. Those resolutions adopt general by-laws covering meetings, officers, signing authority and share transfers, as described in the encyclopedia entry on corporate by-laws. They appoint officers, fix the fiscal year end, authorize banking arrangements and, most importantly, accept subscriptions for shares and issue them for stated consideration.

The shareholders then confirm the by-laws, elect the directors who will serve going forward and, for a private corporation whose shareholders all agree, consent to dispense with an auditor. Shares are recorded in a securities register and share certificates are issued or the shares are recorded as uncertificated.

All of this lives in the corporate minute book, together with the articles, certificate, registers and later annual resolutions. If there is more than one owner, a shareholder agreement belongs in the same first month, before anyone has put in money or walked away.

Step 7: Tax accounts, bank and the ISC register

Business number. The Canada Revenue Agency lists Ontario among the provinces where incorporating gets you a business number and a corporation income tax (RC) account without a separate application. Watch for the number rather than applying twice. Other program accounts are added when you need them.

GST/HST. A corporation that makes taxable supplies must register once it stops being a small supplier, which for most businesses means more than $30,000 in worldwide taxable revenue over four consecutive calendar quarters, or in a single quarter. Many corporations register voluntarily from the start so they can claim input tax credits on start-up costs. The encyclopedia entry on HST registration in Ontario covers the mechanics.

Payroll. If the corporation will pay salaries, including to the owner, it needs a payroll account before its first remittance due date.

Bank account. Expect the bank to ask for the articles, certificate, by-laws, the resolution authorizing the account and signing officers, identification for directors and signing officers, and information about who owns or controls the company.

Individuals with significant control register. Private Ontario corporations must keep a register of the individuals who own or control a significant share of the company, generally those with 25 per cent or more of the votes or value, and keep it current. It is not public, but regulators and law enforcement can require it. Our article on the Ontario ISC register sets out what to record.

Operating name. If the corporation will trade under anything other than its exact legal name, register that business name under the Business Names Act. The online fee is $60 as of October 2026 and the registration lasts five years.

Costs, timing and the Ontario incorporation checklist

Government fees as of October 2026: $300 to incorporate online, $0 for the Initial Return and each Annual Return, $60 to register an operating name and $150 for articles of amendment. Those figures exclude the NUANS report, legal fees for custom articles and a shareholder agreement, accounting advice and any licences. Our fee estimator gives a sense of the professional side.

  1. 1.Decide corporation versus sole proprietorship and Ontario versus federal.
  2. 2.Shortlist names, run free screens, then order an Ontario-biased NUANS report or elect a number name.
  3. 3.Set up a ServiceOntario account or instruct an intermediary.
  4. 4.Settle the registered office, directors, incorporators, share structure, transfer restrictions and other provisions.
  5. 5.File the articles and pay $300; check the certificate.
  6. 6.File the Initial Return within 60 days and calendar the 15-day Notice of Change rule.
  7. 7.Pass organizational resolutions, adopt by-laws, issue shares and assemble the minute book.
  8. 8.Confirm the business number, register for GST/HST and payroll as needed, open the bank account and build the ISC register.
  9. 9.Register any operating name and put the annual return on a compliance calendar.

This guide is general information about incorporating under Ontario's Business Corporations Act, not legal advice. Fees, forms and deadlines change, so confirm them on the Ontario Business Registry before filing. Lamba Law's incorporation and business structuring practice prepares custom articles, organizes the corporation and sets up the records so the company is ready for a bank, an investor or a buyer from day one. The companion after-incorporation checklist covers the first 60 days in detail.

Primary sources

This guide was checked against the following legislation, regulator guidance, and government materials. Requirements can change after the date shown above.

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This article provides general legal information, not advice for a particular matter. Legal, tax, valuation, regulatory, and foreign-law questions should be reviewed by the appropriate professional.