Incorporating in Ontario: Costs, Steps and Federal vs Provincial

Incorporating in Ontario takes one online filing and about $300 in government fees, but a bigger choice comes first: Ontario law or federal law. That choice decides how your name is protected, who can sit on your board and what you file each year. This guide covers costs, steps, timing and the filings that follow your certificate.

Government fees and rules checked on October 1, 2026 on ontario.ca and the Corporations Canada site. Fees change, so confirm them before you file. This article is general information, not legal or tax advice.

How much does it cost to incorporate in Ontario?

Filing articles of incorporation under the Ontario Business Corporations Act costs about $300 online through the Ontario Business Registry. You also need a name search report from a private search house, unless you choose a number name. Federal incorporation costs about $200 online, and the name search is built into the process for word names.

Those are government fees only. The Ontario fee schedule says its charts leave out what service providers charge for their own online service. The Ontario filing notice says intermediaries charge an additional fee, so a lawyer, accountant or online platform adds its price on top.

The Nuans report is the other cost. Ontario requires a report weighted to Ontario, and it must come from a private search company because the ministry does not provide the search. A federal Nuans report is not accepted for an Ontario filing. The search house sets its own price.

Is it better to incorporate federally or provincially in Ontario?

Pick Ontario law if you operate mainly in Ontario and want the fewest conditions. Pick federal law if you plan to sell under one name across Canada. Federal incorporation costs less in government fees, but it keeps a resident Canadian director rule that Ontario dropped in 2021, and it adds a public filing about who controls the company.

The name point is the one that surprises people. Corporations Canada says a federal word name gives you the legal right to use it across Canada once the name is approved. Ontario's own guidance on ownership structures lists a protected business name as a pro of registering federally. If you expect to open in Quebec, Alberta or British Columbia, that matters more than the $100 gap in fees.

Ontario's guidance also says that if you register provincially, you can always change to federal incorporation later. Starting under Ontario law is therefore a reversible choice, while a federal start commits you to the resident director rule and the federal filing calendar from day one.

Neither option changes the core benefits. Corporations Canada lists limited liability, a separate legal entity, easier access to capital and corporate tax rates that are generally lower than personal rates as the shared benefits of incorporating provincially and federally.

What are the steps to incorporate in Ontario?

Choose a name, order an Ontario-biased Nuans report, prepare the articles, file them online and pay. The ministry then emails your certificate of incorporation, a copy of the articles, a receipt and a company key for future filings. Within 60 days of incorporating, file the initial return under the Corporations Information Act.

Your corporate name deserves its own check before you pay for a report. The Nuans report lists existing corporate names, business names and trademarks that are the same or similar, and the ministry puts the burden on the applicant to review it and obtain any consent. Skipping that review can end in a lawsuit or a hearing under the Business Corporations Act.

The articles need a few details that people often miss. The registered office must be a physical location in Ontario, and a P.O. box alone is not accepted. You also supply an official email address for the corporation and a NAICS business activity code. The first directors who do not sign the articles must give a written consent to act, which the corporation keeps at its registered office.

For share structure, the ministry offers predefined text. It sets up one class of common shares and includes private issuer provisions, which suits a company that does not offer its shares to the public. You can amend the articles later if your needs change.

How long does it take to incorporate a company in Ontario?

Filing online with the Ontario Business Registry is processed immediately once the filing is complete and paid. The same filing by mail takes about 15 business days. Federal online incorporation takes about one business day, or about four hours with the express fee. Most of your real timeline is preparation: the name report, the articles and the signatures.

Articles take the date the ministry receives them unless you request a later date, which can be up to 30 days ahead. That helps if you want the company to start on a specific date.

Watch the 90-day life of the Nuans report. If you save a draft online and the report expires before you file, you must order a new one. Time-sensitive documents are your responsibility, because the ministry has no access to your draft until you file.

Do you need a lawyer to incorporate in Ontario?

No rule in the Ontario filing notice requires a lawyer. You can file directly with the Ontario Business Registry or use an intermediary, who charges an additional fee. The ministry says it cannot give legal advice, and its ownership guidance tells you to consult a lawyer or professional advisor before you incorporate.

Advice earns its fee on the decisions that are hard to undo later. How shares are split, how a departing partner is bought out and what the directors owe the company are business decisions the filing form does not settle. Directors in Ontario carry real duties, including joint and several liability to employees for up to six months of wages and 12 months of vacation pay. Our guide to directors in an Ontario corporation covers those duties in detail.

If you want help with the filing, Lexstart offers an incorporation service. Regulated professionals such as lawyers, chartered professional accountants and health professionals follow different rules, covered in the FAQ below.

Do you need a Canadian resident director in Ontario?

No. Ontario repealed its resident Canadian director requirement on July 5, 2021. An Ontario corporation that does not offer its shares to the public needs at least one director who is an individual, and every director must be at least 18 years old. A federal corporation still needs at least 25 percent resident Canadian directors, or one if it has fewer than four.

The Ontario notice still asks the articles to indicate whether each director is a resident Canadian, but it says the 25 percent requirement has been eliminated. For the federal rule, section 105(3) of the Canada Business Corporations Act is explicit. The Act is stricter for a federal corporation in a prescribed business sector, or one that must meet Canadian ownership rules: a majority of its directors must be resident Canadians.

For a founder who lives outside Canada, this is the biggest practical difference between the two statutes. Ontario no longer requires any resident Canadian director, while a federal corporation with fewer than four directors needs at least one on its board. The registered office must still be an Ontario address under the Ontario route.

What do you file after you incorporate in Ontario?

An Ontario corporation files an initial return within 60 days of incorporation, then an annual return, and reports any change within 15 days. A federal corporation that does business in Ontario files an initial return within 60 days of starting business there. Both keep a register of individuals with significant control, but only the federal one is also filed with Corporations Canada.

That last row trips up founders who incorporate federally and then assume they must buy an Ontario licence. The Ontario notice says business corporations incorporated outside Canada must first obtain an extra-provincial licence, which costs about $330 online. A federal corporation is not in that group, but it still files the initial return.

The control register is the newer obligation. Section 140.2 of the Ontario Business Corporations Act requires the corporation to keep a register of individuals with significant control, and to take reasonable steps at least once each financial year to confirm it is accurate. Since January 22, 2024, federal corporations also file that information with Corporations Canada, which makes some of it public.

Should you incorporate or stay a sole proprietor in Ontario?

Incorporate when limited liability, ownership you can transfer and access to capital outweigh the extra cost and paperwork. A sole proprietorship is cheaper to set up, with a business name registration of about $60, but you are personally responsible for its debts. Ontario lists both trade-offs, and an accountant should test the tax side.

Here is how Ontario's own guidance frames the choice:

• Sole proprietorship: easy and affordable to set up, you keep all profits and deduct losses against personal income, but creditors can reach your personal assets and your name is not protected.
• Corporation: limited liability, transferable ownership and more access to capital and grants, but higher setup cost, more complex tax rules and annual filings with corporate records.

On tax, Corporations Canada says a corporation is taxed separately from its owners and that corporate rates are generally lower than personal rates. Whether you actually save depends on how much profit stays in the company and how you pay yourself. That calculation belongs with your accountant, not with a general guide.

Frequently asked questions about incorporating in Ontario

How many directors does an Ontario corporation need?

A corporation that does not offer its shares to the public needs at least one director, and that director must be an individual. A corporation that offers its shares to the public needs at least three. Each director must be at least 18 and cannot be bankrupt, so one founder can be the only director.

Do directors have to live in Ontario?

No. The ministry's notice no longer requires any resident Canadian directors for an Ontario corporation, so directors can live elsewhere. The registered office is the Ontario link: it must be a physical location in Ontario. A P.O. box alone is not accepted, and the corporation keeps its records and key documents at that address.

Can I use a number name instead of choosing a name?

Yes. You can propose a name or ask for a number name, and Ontario does not require a Nuans report for a number name. To trade under a different name, register it under the Business Names Act for about $60. A number name is faster, but customers see a number unless you register a trade name.

Can I switch from Ontario to federal incorporation later?

Yes. Ontario's ownership guidance says that if you register your business provincially, you can always change to federal incorporation later. That makes Ontario a low-commitment start. Plan the move before you expand into other provinces, since a federal word name gives you the right to use the name across Canada.

Do professionals incorporate the same way?

Not always. A professional corporation may practise where the profession's own Act expressly permits it, or where the profession falls under the Regulated Health Professions Act, 1991 or an Act the Business Corporations Act names, such as the Law Society Act. Contact your governing body first, because it sets the conditions.

What must the corporation's name include?

The name must include Limited, Limitée, Incorporated, Incorporée or Corporation, or the short forms Ltd., Ltée, Inc. or Corp. A corporation may be designated by either the full or abbreviated form. The name can use Roman letters and Arabic numerals with a short list of permitted marks, and it cannot exceed 120 characters.

Get help with your Ontario incorporation

If you are weighing Ontario against federal law, or you want help with the articles and the follow-up filings, contact us and we will walk through your structure with you.