Incorporate a business in Ontario

What is an Ontario Inc.?

"Ontario Inc." is the everyday name for a corporation incorporated in Ontario under the OBCA. You see it most often in the names of numbered companies: when the articles specify no name, the registry assigns a number followed by "Ontario" and a legal ending such as Inc. or Limited. Number name rule: Yes: a number name is assigned when the articles specify no namesource.

Whether it carries a number or a chosen name, an Ontario corporation is a separate legal person: it signs contracts, owns assets and files its own tax return, and the shareholders' liability is generally limited to what they invested.

Requirements to incorporate in Ontario

• Name or number: a chosen name backed by a NUANS report, or a number name. Name search rule: Ontario-biased or weighted NUANS report (federal-biased not accepted); not needed for a number namesource.
• Directors: At least 1 individual (3 for an offering corporation)source.
• Director residency: No residency requirement; s. 118(3) repealed effective 2021-07-05source.
• Registered office: Registered office in Ontario required at all timessource.
• Agent for service: for corporations formed elsewhere only. Required for class 3 (non-Canadian) extra-provincial corporations: Ontario-resident individual (18+) or Ontario corporationsource.
• Share structure: the classes of shares, the rights attached to each and any restrictions on transfers, 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 →.
• Company key: Free 9-digit company keysource, used to file with the Ontario Business Registry after incorporation.

Government fees and processing times in Ontario (sourced)

We do not show an express fee or a separate express timeline for Ontario: that information is being verified. The cost of the NUANS report itself is also being verified and is not displayed here yet.

How much does it cost to incorporate in Ontario?

The cost to incorporate in Ontario has two parts: the government incorporation fee, set by the province, and the fee of the service that prepares and files your documents. The Ontario incorporation fee is $300 (online filing with the Ministry)source. A named corporation also needs a NUANS report; a numbered company skips it.

After year one, Ontario's own recurring cost is low: annual return, $0source; notice of change, $0source. The larger recurring costs usually come from bookkeeping and the corporate tax return, which an accountant can estimate for your activity.

Name rules in Ontario

Ontario does not examine names before filing the way Corporations Canada does. Instead, it relies on the NUANS reportNUANS reportCanada-wide name and trademark search required to reserve a distinctive name federally and in several provinces.See definition → you file with the articles, and the responsibility for choosing a name that does not cause confusion rests with the corporation.

• Report required: Ontario-biased or weighted NUANS report (federal-biased not accepted); not needed for a number namesource.
• Report age: Report dated no more than 90 days before filingsource.
• Accepted language forms: English only, French only, combined English-French, or equivalent English and French namessource.
• Structure: a distinctive element, an optional descriptive element and a legal ending.
• Names that copy an existing business, mislead about the activity or suggest a link with a government can be challenged or ordered changed.

Ontario limited companies: Ltd., Inc. or Corp.?

"Ontario limited company" is another common way to say Ontario corporation. Every corporate name ends with a legal element: Limited, Incorporated or Corporation, their French forms (Limitée, Incorporée) or their abbreviations (Ltd., Inc., Corp., Ltée). The choice is generally a matter of style. What matters is using the exact registered name on contracts, invoices and the website.

Director residency rules in Ontario

Ontario dropped its director residency rule: No residency requirement; s. 118(3) repealed effective 2021-07-05source. A founder living outside Canada can be the sole director of an Ontario corporation.

How to register a corporation in Ontario: how we file for you

Registering a business name and opening a corporation are two different things. A sole proprietor operating under another name registers that name (Required when operating under a name other than the owner's own namesource); a corporation is created by filing articles of incorporation. Here is how Incorpo handles the second.

1. 1Name and NUANS reportWe order an Ontario-biased NUANS report for your proposed name, or set up a numbered company. Rule: Ontario-biased or weighted NUANS report (federal-biased not accepted); not needed for a number namesource.
2. 2Articles of incorporationYou answer a guided questionnaire on directors, shares and the registered office. We prepare the articles from your answers, and you review them before filing.
3. 3Filing with the Ontario Business RegistryWe file online and pay the government fee for you. Processing: Immediate online; 15 business days by mailsource.
4. 4Certificate, company key and digital minute bookYou receive the certificate of incorporation, the company key and a digital minute bookminute bookOfficial record holding a corporation’s articles, by-laws, resolutions and registers.See definition →: by-laws, organizational resolutions and corporate registers, ready to sign online.
5. 5Initial return and tax numbersInitial return: Within 60 days after incorporationsource. We then show you which registrations may apply: CRA business number, HST, payroll and WSIB.

What is a company key in Ontario?

The company key is an access code issued with the incorporation: Free 9-digit company keysource. Together with the Ontario corporation number, it lets the corporation, or a service acting for it, file annual returns, notices of change and amendments with the Ontario Business Registry. Keep it with the minute book: anyone who has it can file on the corporation's behalf.

After incorporation: annual return and registrations

Doing business in Quebec as well? An Ontario corporation registers with the Quebec enterprise register, but Ontario corporations domiciled in Ontario are exempt from Québec registration feessource.

Shareholder register in Ontario

An Ontario corporation keeps its own corporate records, starting with the securities register (often called the shareholder register): who holds which shares, of which class, since when, and every transfer. These records sit in the minute book at the registered office; they are not filed with the province.

• Significant control register: Mandatory register of individuals with significant control, kept at the registered officesource.
• Filing with the province: No filing: kept at the registered or head office since 2023-01-01, provided on request to authoritiessource.
• Who can see it: Not public; disclosed on request to law enforcement, tax and regulatory authoritiessource.

Your Incorpo digital minute book includes the shareholder register, the directors' register and the significant control register, updated as you issue or transfer shares.