Everything you need to know about incorporating in Ontario
A plain-English walk-through of what an Ontario corporation is, when it makes sense, and what you'll actually need to file.
What incorporation means
Incorporating creates a separate legal entity — the corporation. Once formed, it can own property, sign contracts, sue and be sued, and continue to exist even if its owners change. The people who own the corporation are called shareholders; the people who run it are called directors and officers.
Ontario vs federal incorporation
You can incorporate under Ontario's Business Corporations Act or federally under the Canada Business Corporations Act. Each option has trade-offs for name protection, filings, and where you plan to operate. We break this down in detail on the Ontario vs Federal Incorporation page.
Numbered vs named corporations
A numbered corporation uses a name like "1234567 Ontario Inc." assigned by the registry — quick and easy, no name search required. A named corporation uses a specific name that must be cleared through a name search (NUANS).
Articles of incorporation
The articles are the founding document of the corporation. They set the corporate name, share structure, restrictions (if any), and initial directors. Once filed and accepted, they establish the corporation's legal existence.
Directors, officers, and shareholders
- Directors are elected by shareholders and are legally responsible for supervising the corporation.
- Officers (President, Secretary, Treasurer, etc.) are appointed by directors and handle day-to-day management.
- Shareholders own the corporation through shares.
In a small owner-operator business, one person often holds all three roles.
Share structure
Every corporation issues shares. A simple starting share structure is a single class of common voting shares. More complex structures (multiple classes, preferred shares) are common when there are multiple owners, investors, or estate/tax planning goals — this is usually where you want a lawyer and an accountant involved.
Registered office and address for service
Every Ontario corporation must maintain a registered office in Ontario. This is the official address where legal documents can be served and where corporate records are kept (or accessible).
Corporate records and minute book
Corporations are legally required to keep certain records — articles, by-laws, resolutions, director/shareholder registers, share transfer records, and meeting minutes. These are usually kept together in a minute book.
Initial and annual filings
After incorporation, most corporations need to complete initial registrations (like opening a corporate tax account with the CRA) and, ongoing, file annual returns. Annual returns confirm current information — they are not your income tax return.
Changing or dissolving a corporation
Corporations file updates when directors, officers, addresses, or names change, and file articles of amendment for structural changes. When you're ready to close, articles of dissolution end the corporation's legal existence.
Frequently asked questions
Do I need a lawyer to incorporate in Ontario?
No. You can file Articles of Incorporation yourself through the Ontario Business Registry. A lawyer or accountant is worth the cost when there are multiple owners, several share classes, outside investors, or estate and tax planning involved.
Should I incorporate in Ontario or federally?
Incorporate in Ontario if you operate mainly in the province. Choose federal incorporation for stronger name protection across Canada and if you plan to operate in more than one province — you will still need extra-provincial registration where you carry on business.
What is the difference between a numbered and a named corporation?
A numbered corporation gets a name such as 1234567 Ontario Inc. from the registry and needs no name search. A named corporation uses a name you choose, which must be cleared through a NUANS search before filing.
Is an annual return the same as a corporate tax return?
No. The annual return confirms registry information such as directors and addresses. Your corporate income tax return (T2) is filed separately with the Canada Revenue Agency.
Does my corporation need a registered office in Ontario?
Yes. Every Ontario corporation must maintain a registered office address in Ontario where legal documents can be served and corporate records are kept or accessible.