How to Incorporate a Business in Ontario: Step-by-Step Legal Guide

Incorporating your business in Ontario can offer substantial benefits—from legal liability protection to enhanced credibility and tax advantages. Whether you’re launching a startup or transitioning from a sole proprietorship, it’s crucial to understand the incorporation process and your legal responsibilities.

This guide will walk you through each step of business incorporation in Ontario and help you decide whether to register provincially or federally.

Why Incorporate in Ontario?

Incorporation turns your business into a separate legal entity. This means your business can own assets, incur debt, and be sued independently of you, the owner. Benefits include:

Limited liability protection
Increased business credibility
Potential tax advantages
Easier access to capital

In Ontario, businesses can incorporate at the provincial or federal level. Choosing the right jurisdiction depends on your business goals.

Step 1: Choose Between Federal and Provincial Incorporation

Federal Incorporation (Corporations Canada)

Pros:

Name protection across all provinces
Easier expansion outside Ontario

Cons:

Additional cost and administrative requirements
Still requires registration in Ontario to operate

Provincial Incorporation (Ontario Business Registry)

Pros:

Simpler and typically cheaper
Only governed by Ontario laws

Cons:

Name protection limited to Ontario

When to choose which?

Operate only in Ontario? Choose provincial.
Plan to expand across Canada? Consider federal.

Learn more: Ontario Business Registry

Step 2: Choose a Business Name

You can incorporate with a named corporation or as a numbered corporation (e.g., 1234567 Ontario Inc.). If you choose a name:

Conduct a NUANS name search to ensure the name isn’t already taken
Ensure the name complies with the Business Names Act
Consider trademark registration for brand protection

Check availability: NUANS Name Search

Step 3: Prepare Your Articles of Incorporation

Articles of Incorporation define your business’s legal structure. You can file:

Basic articles using a government template
Custom articles with tailored clauses for share structure, restrictions, or provisions

Key details include:

Corporate name
Registered office address
Share classes and rights
Number of directors

This step is critical. Consider legal help to avoid future complications.

Step 4: Register the Corporation

Ontario Business Registry (Provincial)

File online at Ontario.ca
Filing fee: ~$300 CAD

Corporations Canada (Federal)

File at Corporations Canada
Filing fee: ~$200 CAD

You’ll receive a Certificate of Incorporation upon approval.

Step 5: Set Up Your Corporate Minute Book

A corporate minute book holds your key corporate records. Legally required documents include:

Bylaws
Director and shareholder resolutions
Share certificates and ledgers
Register of directors and officers

Maintaining an updated minute book is vital for audits, financing, and legal compliance.

Step 6: Register for Taxes and Licenses

You may need to register with:

Canada Revenue Agency (CRA) for a business number
HST/GST (if revenues exceed $30,000)
Payroll accounts if you have employees
Workplace Safety and Insurance Board (WSIB)
Municipal licenses depending on your location

Get started: Register with CRA

Step 7: When to Hire a Lawyer

While you can incorporate on your own, working with an incorporation lawyer in Ontario helps ensure:

Accurate setup of share structure and custom articles
Proper record keeping and minute book creation
Compliance with provincial and federal laws
Drafting shareholder agreements

At J. Solomon Law, we provide tailored support to simplify your incorporation journey and reduce future legal risks.

Learn more about our Incorporation Legal Services

Quick Checklist: Ontario Incorporation Steps

Choose federal or provincial registration
Pick a name and conduct NUANS search
Draft Articles of Incorporation
File incorporation documents
Create corporate minute book
Register for CRA and other accounts
Hire a lawyer for legal structure and compliance

Ready to Incorporate? We Can Help

Whether you’re incorporating a startup or restructuring your business, J. Solomon Law offers reliable legal advice and incorporation services.

Book a consultation today and take the first step toward securing your business.

Disclaimer: This article is for general information purposes only and does not constitute legal advice. For legal assistance tailored to your business, contact a qualified lawyer