Incorporate your business online, federally or in any province

Federal or provincial: where to incorporate

Your jurisdiction of incorporation is the government whose corporate statute creates your company: the federal Canada Business Corporations Act (CBCACBCAFederal statute governing corporations formed with Corporations Canada.See definition →) or one of the provincial and territorial corporations acts. That choice decides which registry keeps your file, which rules apply to directors and names, and where you file the annual return. It does not limit where you can sell.

A federal corporation gets a name reviewed for use across Canada, but it still registers in the provinces where it operates: Yes, in each province and territory where it conducts businesssource. A provincial corporation deals with a single registry until it expands. Director rules also differ from one statute to the next:

• Federal (CBCA): At least 25% of directors must be resident Canadians; at least 1 if fewer than 4 directorssource.
• Ontario: No residency requirement; s. 118(3) repealed effective 2021-07-05source.
• Quebec: None: any natural person may be a director, except persons disqualified under the Civil Code or declared incapable by a foreign courtsource.
• British Columbia: None: no B.C. or Canadian residency requirement for directorssource.

Founders who sell mostly in one province often incorporate there. Those who plan to operate in several provinces, or want a name reviewed nationally, often look at the CBCA first. An accountant or lawyer can weigh both options against your plans; once you have chosen, the extra-provincial registrationsextra-provincial registrationsRegistering a corporation formed elsewhere in a province where it does business.See definition → that follow can be filed with the same file.

Named or numbered company?

A named corporation carries a name you choose, such as Maple Ridge Bakery Inc. A numbered companynumbered companyCorporation named after its registry number (e.g. 12345678 Canada Inc.). Skips the name search.See definition → uses the number assigned by the registry, followed by the jurisdiction and a legal ending. Both are full corporations with the same rights; the difference is the name search and how the business appears to customers.

• Federal: Yes (e.g. 12345678 Canada Inc.)source.
• Quebec: Yes: number + "Québec inc."source.
• Ontario: Yes: a number name is assigned when the articles specify no namesource.
• British Columbia: Yes — incorporation number followed by "B.C. Ltd."source.

A numbered company skips the name search step. It can still operate under a trade name, registered separately, and switch to a chosen name later through articles of amendment.

Named or numbered, every corporate name ends with a legal element that signals limited liability: Limited, Incorporated or Corporation, their French forms (Limitée, Incorporée) or their abbreviations (Ltd., Inc., Corp., Ltée). That ending is the "incorporated symbol" people search for: there is no graphic symbol, only these words.

What each package includes

Every Incorpo package covers the core filing: the name search or numbered company, the Articles of incorporationArticles of incorporationDocument filed with the registry setting the name, share capital, number of directors and restrictions.See definition → prepared from your answers, filing with the registry and the certificate of incorporation. Packages then differ in how much of the corporate record we prepare for you.

• Core filing: articles and certificate, a name report where one is needed, and the CRA business number.
• Full corporate record: adds by-laws, organizational resolutions, a digital minute bookminute bookOfficial record holding a corporation’s articles, by-laws, resolutions and registers.See definition →, share certificates and sales tax registration.
• Ongoing compliance: adds the first annual returnannual returnMandatory yearly filing with the registry, separate from the tax return. Missing it can lead to dissolution.See definition → and a shareholders' agreement.
• Non-resident founders: adds a registered office address and an agent for serviceagent for servicePerson or firm designated to receive legal documents for the corporation in a province.See definition → for founders who live outside Canada.

Government fees are always a separate line, charged at cost, and you see them before you pay. Nothing is filed until you have reviewed and approved your documents.

Government fees by jurisdiction (sourced)

The cost to incorporate in Canada has two parts: the registry fee, set by each government, and the service fee of whoever prepares and files your documents. The table shows the registry fee, the usual processing time and the director residency rule in every jurisdiction, each with its source and verification date.

Other costs can come on top of the incorporation fee: a NUANS report or name reservation for a named corporation, extra-provincial registration if you operate elsewhere, and the annual return each year. In Alberta, filings go through an intermediary: Through a registry agent or authorized service providersource. Online filing in Yukon: Not available: original signatures requiredsource. In the Northwest Territories: Not available: original signed forms by mail or in person onlysource.

How long does incorporation take?

Processing time depends on the jurisdiction and the filing method:

• Federal: 1 business day (online)source. Express: 4 business hours (online, express)source.
• Quebec: 2 business dayssource. Priority: 1 business daysource.
• Ontario: Immediate online; 15 business days by mailsource.
• Manitoba: Sometimes immediate; 4–6 business days if reviewedsource.
• New Brunswick: Up to 2 business days (online)source.
• Nova Scotia: About 3 dayssource.
• Yukon: Up to 10 business dayssource.

Processing times for British Columbia, Alberta, Saskatchewan, Prince Edward Island, Newfoundland and Labrador, the Northwest Territories and Nunavut are being verified and are not shown yet. Before filing, count the time for the name search and for completing and approving your documents; a numbered company skips the name step.

Incorporation documents, number and date

When the registry accepts your articles, it issues a certificate of incorporationcertificate of incorporationRegistry-issued document confirming the corporation’s legal existence from its effective date.See definition → with the certified articles attached. People sometimes ask for a "letter of incorporation": Canadian registries generally do not issue a document by that name, and the request usually means this certificate. With the by-laws and organizational resolutions, these are the incorporation documents that banks, landlords and accountants ask to see.

• Incorporation number: the identifier the registry assigns, also called the corporation number. In Quebec it is the NEQNEQNumber assigned by Quebec’s enterprise registrar on registration. Separate from the federal business number (BN).See definition →: Automatic registration (NEQ) upon incorporationsource.
• Business number (BN): a separate number from the Canada Revenue Agency, used for tax accounts. Federal corporations: BN and RC account issued automatically on federal incorporationsource.
• Date of incorporation: the date on the certificate. The corporation exists from that day, and several deadlines, such as the annual return, are counted from its anniversary.
• Jurisdiction of incorporation: the statute and registry named on the certificate, for example the CBCA and Corporations Canada.

Incorporated or unincorporated: advantages of incorporating

An unincorporated business, such as a sole proprietorship or a general partnership, is not separate from its owners: its debts and contracts are theirs personally. An incorporated business is a separate legal person. The advantages most often cited:

• Limited liability: shareholders generally risk only what they invested, although directors keep certain personal obligations and lenders often ask for personal guarantees.
• Tax planning: income is taxed inside the corporation and can be paid out as salary or dividendsdividendsShare of profits paid to shareholders by board resolution.See definition →; an accountant can compare the options at your income level.
• Continuity: the corporation survives a change of owners, and shares can be sold or issued to new investors.

Incorporating also adds obligations: a separate corporate tax return, an annual return, corporate records and a minute book. For a small side activity, those costs can outweigh the benefits.

After you incorporate: next steps

1. 1Organize the corporationThe directors adopt by-laws, issue shares and appoint officers through organizational resolutionsresolutionsFormal decision of directors or shareholders, recorded in the minute book.See definition →, kept in the minute book.
2. 2Register with the CRAGet the business number and, as needed, GST/HST, payroll and import-export accounts. GST/HST registration applies once taxable revenue passes the small-supplier threshold: $30,000 over four consecutive calendar quarters (or in a single quarter)source.
3. 3Make the initial filingsSome jurisdictions require an initial return. Ontario: Within 60 days after incorporationsource. Quebec: Free if filed within 60 days after registrationsource.
4. 4Register where you operateA corporation doing business outside its home jurisdiction registers there as an extra-provincial corporation.
5. 5Keep up with annual filingsFile the annual return each year and keep the registers current. Incorpo reminds you before each deadline.