Federal incorporation (CBCA), done online

Requirements to incorporate federally

A federal incorporation file is short, but every element is checked by Corporations Canada. Before filing, you need answers to the following points; our questionnaire walks you through each one.

• Name or number: a distinctive name, or a number name instead. Number name possible: Yes (e.g. 12345678 Canada Inc.)source.
• Directors: minimum number of directorsdirectorsPerson elected by shareholders to manage the corporation. Federally, 25% must be Canadian residents.See definition →: 1 (3 for a distributing corporation)source.
• Director residency: At least 25% of directors must be resident Canadians; at least 1 if fewer than 4 directorssource.
• Registered office: Registered office required in the Canadian province specified in the articlessource.
• Service of documents: Registered office (records kept and documents served there)source.
• Share structure: the classes of shares, the rights attached to each class and any restrictions on share transfers, all set out in the Articles of incorporationArticles of incorporationDocument filed with the registry setting the name, share capital, number of directors and restrictions.See definition →.
• Language of the articles: Either official language, both, or bilingualsource.

Shareholders, officers and the business address are added after the certificate is issued, in the organizational resolutions and the corporate registers.

Government fees and processing times federally (sourced)

Corporations Canada charges its own fees. They are separate from Incorpo's service fees and are listed below with their source and verification date, shown under the page.

These fees cover the federal incorporation only. A federal corporation that does business in a province also registers there, and each province sets its own fee: Varies by province or territorysource.

Name rules federally

A federal corporate namecorporate nameThe corporation’s legal name: a distinctive, a descriptive and a legal element.See definition → is examined against existing corporations, business names and trademarks across Canada, not only in one province. That broader review is the main reason some founders choose the CBCA, and also the main reason some names are refused.

• Name search: Name search built into the online incorporation; no Nuans report neededsource.
• Name reservation period: 90 days from the application datesource.
• Accepted language forms: English, French, English and French, or combined English-French formsource.
• Structure: a distinctive element (often a coined word or a family name), an optional descriptive element saying what the business does, and a legal ending such as Ltd., Inc. or Corp., or a French equivalent such as Ltée.
• Names that are too general, too close to an existing name or trademark, or that suggest a link with a government are generally refused.

A numbered companynumbered companyCorporation named after its registry number (e.g. 12345678 Canada Inc.). Skips the name search.See definition → skips the name review entirely: Yes (e.g. 12345678 Canada Inc.)source. Many founders start with a number and register an operating name later.

Director residency rules federally

The CBCA is one of the few Canadian corporate statutes that still sets a director residency rule: At least 25% of directors must be resident Canadians; at least 1 if fewer than 4 directorssource. The rule applies to directors only, not to shareholders.

• Who counts as a resident Canadian: Canadian citizen ordinarily resident in Canada (or of a prescribed class abroad), or permanent resident ordinarily resident in Canada (with a time limit)source.
• Some regulated sectors apply a stricter rule: Majority of directors must be resident Canadianssource.

Federal corporation in Canada: when it makes sense

A federally incorporated company is governed by the CBCA wherever it operates. In practice, federal incorporation tends to come up when:

• the business plans to sell in several provinces, or online across Canada;
• a name examined at the national level matters for the brand;
• investors, lenders or partners expect a CBCA corporation.

Federal incorporation does not replace provincial registration. Extra-provincial registration: Yes, in each province and territory where it conducts businesssource. Some provinces register a federal corporation at the same time as the incorporation: Ontario, Nova Scotia, Newfoundland and Labradorsource. A business that stays in one province often finds a provincial corporation simpler, with one registry and one annual filing. Compare the options on our Ontario and Quebec pages, or ask an accountant about the tax side.

Step by step: how we file for you

Here is how to federally incorporate a business in Canada with Incorpo, from the first question to the first tax number.

1. 1Name checkWe check your proposed name before filing, or set up a number name if you prefer. Federal process: Name search built into the online incorporation; no Nuans report neededsource.
2. 2Articles of incorporationYou answer a guided questionnaire on directors, shares and the registered office. We prepare the articles and the initial notices from your answers, and you review them before anything is filed.
3. 3Filing with Corporations CanadaWe file online with the registry and pay the government fee for you. Standard processing: 1 business day (online)source. Express option: 4 business hours (online, express)source.
4. 4Certificate and digital minute bookYou receive the certificate of incorporation with a digital minute bookminute bookOfficial record holding a corporation’s articles, by-laws, resolutions and registers.See definition →: by-laws, organizational resolutions, share register and register of directors, ready to sign online.
5. 5Tax numbersBusiness number: BN and RC account issued automatically on federal incorporationsource. We then show you which other registrations (GST/HST, payroll, province) may apply to your activity.

After incorporation: annual return and registrations

A federal corporation has recurring filings with Corporations Canada. Missing them has real consequences: Corporation may be dissolvedsource.

These dates appear in your Incorpo dashboard, so the next filing is always visible.

Dissolving a federal corporation

A federal corporation ends either by voluntary dissolution or by administrative dissolution. Voluntary dissolution fee: No feesource. Before filing, the corporation generally pays its debts and distributes its remaining property; an accountant can confirm the tax steps for your situation.

• Administrative dissolution: Default of one year in sending a required fee, notice or documentsource.
• How it is applied: Policy: dissolution only after 2 years of non-filing; final notice gives 120 more dayssource.
• Revival of a dissolved corporation: $250 by email or mail (10 days)source.