Company Incorporation in Canada and Ontario

Company Incorporation (Business corporation) online fast and affordable. Incorporate your business in Ontario and Canada.

 

 

Other services offered

  • Sole proprietorship registration
  • Shareholder agreement
  • Trademark registration
  • Dissolution
  • Amendment of articles
  • Corporate reorganisation
  • Corporate Tax planning

How does it work?

Choose from our three available packages

Fill in the form to send us your information about the incorporation request

Pay directly online by credit card

Receive your Certificate of Incorporation by email and your minute book by mail

Why IncorporationOntario.net ?

IncorporationOntario.net is currently the fastest, easiest and most advantageous web platform in Ontario to incorporate a company. 


Incorporation carried out entirely by members in good standing of the Ontario and Quebec Bars


Phone assistance with a lawyer throughout the process to answer  your questions


Simple and fast web platform


Affordable price

Service offered entirely online 

Hard copy minute book without any additional fee

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Frequently asked questions

Questions et réponses

1Why incorporate your business?
The corporation offers multiple advantages. First, it offers various tax advantages, including the possibility of deferring income tax liability. Secondly, as corporation is a separate entity, it limits the liability of its shareholders.
2Why hire a professional to incorporate a business?
It is not advisable to incorporate a company yourself corporation. Our team of professionals drafts articles of incorporation that contain a detailed description of the share capital and a restriction on the transfer of securities and shares. We then draft and assemble a corporate book which will be useful throughout the life of the company and which allows to be in compliance with the various legislative provisions. We also ensure that the terms of the incorporation requested by the client comply with the various legislative provisions, both at the federal and provincial levels.
3How long does it take to set up a corporation?
Generally, the certificate of incorporation can be obtained within 24 hours. Your corporate book will then be sent to you by mail, normally within 5-10 working days.
4In which region are your services offered?
Our services are offered throughout Ontario and Quebec, and delivery of the minute book is free of charge regardless of where you live.
5What is a minute book for?
The company book, also known as the minute book, contains, among other things, the resolutions for the organisation of your company, allowing you to issue shares and appoint directors and officers. The book also contains the various corporate registers required by law. All resolutions that occur during the life of the company must be filed in the book. It is mandatory for a corporation to keep a company book.
6Do you offer phone support following incorporation?
Yes, it is possible to speak directly with a lawyer free of charge to ask your questions about incorporating your business.

More about incorporating a business

What is an incorporation?

An incorporation is the legal process of creating a corporation. The incorporator must send the articles of incorporation to the appropriate regulatory authority in order to complete the process. The articles of incorporation must be in the approved form and is usually annexed with the following documents: a description of the share capital, the restrictions on the transfer of shares and a list of the first directors. The articles may also set out any provisions permitted by the law. After incorporation, the first directors are required to hold a meeting at which they may authorize the issue of shares and make by-laws.

A corporation is a legal entity separate from its owners, unlike a sole proprietorship or a partnership. The law grants corporations a legal personality. For that reason, a corporation has the capacity to enter into a contract, own assets, take part in legal proceedings or file for bankruptcy, just like a natural person does.

The board of directors is the main body decision-making body. Their duty as directors is to manage or supervise the management of the business and affairs of a corporation. A lot of important decisions are subject to approval by the board of directors. For instance, the power to authorize the issue of shares, hire new employees or declare dividends belong exclusively to the board of directors. However, some decisions require the approval of the shareholders, including the election of directors and appointment of auditors. Shareholders can also enter into a written agreement that allows them to directly assume the powers of the board of directors. This written agreement is called a unanimous shareholder agreement.

Holding duly called meetings is a statutory requirement for both the shareholders and board of directors. During those meetings, the board of directors and the shareholders may discuss matters provided by law and vote on resolutions. Those meetings often take the form of written resolutions in lieu of meeting because they are quick and effective. For a shareholder meeting, the Business Corporations Act of Ontario provides that a resolution in lieu of meeting is valid if it is signed by the holders of at least a majority of the shares in the case of private corporations. For a meeting of the board of directors, the resolution in lieu of meeting must be signed by all members of the board to be deemed valid.

It is possible for one individual to be the sole shareholder, director and officer of a corporation. An individual who holds both titles is still required to exercise his rights and fulfill his duties in accordance with the law. In practice, the sole shareholder and director of a corporation will not be holding duly called meetings; he will most likely sign resolutions in lieu of meeting.

Shareholders’ limited liability

Subject to certain exceptions, a shareholder is usually not liable for the obligations and debts of a corporation. One of the advantages of choosing to incorporate a business instead of creating a sole proprietorship or partnership is the shareholders’ limited liability. There are also tax benefits to the shareholders’ limited liability.

A corporation is a legal entity separate from its owners, meaning its assets and obligations should not be confused with those of the shareholders. The shareholders won’t be liable for the debts of the corporation unless they’ve agreed otherwise in writing.

However, the shareholders’ limited liability can be set aside by a court in some cases. Courts can lift the “corporate veil” and hold the shareholders liable when circumstances call for it. Those circumstances include when the company is incorporated for an unlawful or fraudulent purpose, or when those in control of the corporation have intentionally committed a wrongful act.

Moreover, a director could also face liability if his tortious conduct exhibits a separate identity or interest from that of the corporation.

Tax benefits of having a corporation

One of the major tax benefits of having a corporation is income tax deferral because tax rates for corporations are lower than personal tax rates. Furthermore, small businesses could also be eligible for small business deduction. For instance, as of 2022, a corporation claiming both federal and provincial small business deduction could benefit from a tax rate of 12.2% (3.2% for Ontario and 9% for Canada).

A shareholder that receives a dividend must declare it on his income tax return. One of the advantages of Canadian tax law is the dividend gross-up and dividend tax credit mechanism. This mechanism ensures that the total taxes paid by the corporation and its shareholders remain roughly the same as if it were a sole proprietorship. It is also worth noting that the directors have complete authority to declare dividends. If they choose not to, the corporation will have more capital on hand to invest in its business.

How much does an incorporation cost?

Our professional fees for a provincial incorporation start at $395.

Incorporating provincially is more expensive than incorporating federally. As of 2022, the Ontario fee to file articles of incorporation electronically is $300 whereas the fee for a federal incorporation is $200. A federal corporation must also register in the provinces in which it intends to carry on business, but there is no fee when registering in the province of Ontario. Moreover, a federal corporation is required to produce an annual return report, which is an additional $12 fee if filed online, or $40 if submitted by mail or email. On the other hand, there is no fee to file an annual return report for an Ontario corporation online.

Legal structure of a corporation and minute book

Having a proper legal structure in place is the key to a successful corporation. There are important legal documents that the corporation must keep a record of other than the articles and certificate of incorporation. For example, the process of issuing shares won’t be legally completed unless the board of directors has authorized it by resolution. The corporation is also required to prepare and maintain a securities register at its registered office and issue share certificates or written notices (for uncertificated shares). A shareholder legally becomes the owner of shares once those steps have been thoroughly followed.

One important step post-incorporation is to hold the first meeting of the board of directors. This first meeting may take the form of a resolution in lieu of meeting, which must be signed by all the directors. The directors could also choose to hold a “real” meeting, but that is less common among small businesses. During that first meeting, the directors may adopt by-laws, authorize the issue of securities, appoint officers and make banking arrangements.

The shareholders must also hold a first meeting, which may again take the form of a resolution in lieu of meeting. In order to be valid, the resolution must be signed by the holders of at least a majority of the shares in the case of a private corporation. During that first meeting, the shareholders shall elect directors, approve the by-laws and vote unanimously to not appoint an auditor (if applicable).

A corporation is required to prepare a list of shareholders, directors and officers. Moreover, the first directors of an Ontario corporation must sign a first director consent form. Those lists and forms are usually kept in a minute book at the registered office of the corporation. The minute book also contains a securities register which records the securities issued by the corporation, showing with respect to each class of securities. Furthermore, Ontario corporations are required to prepare and keep at its registered office a register of transfers in which all transfers of securities issued by the corporation and the date of each transfer shall be set out. Finally, Ontario corporations will soon be required to prepare a register of individuals with significant control over the corporation starting in 2023. Federal corporations are already required to do so.

Is a shareholder agreement mandatory?

A shareholder agreement is not a statute requirement. However, it is highly recommended to have one in place to avoid potential conflicts and to deal with unforeseen situations. There are a few advantages to having one. For example, a shareholder agreement with a shotgun provision can help end a conflict between shareholders who cannot reach an agreement. A buy-sell provision is commonly found in shareholder agreements, which provides for the purchase or sale of shares in the event of a shareholder’ disability, death, bankruptcy, etc. A shareholder agreement may also provide a valuation method to determine the value of the corporation’s shares.

Within smaller businesses, it is common for shareholders to be heavily involved in the management of the business and affairs of a corporation. In that case, it may be useful to put in writing what each shareholder intends to bring to the table, in terms of performance, duties and investment. A shareholder agreement may provide that the defaulting shareholder shall be forced to sale his shares to the other shareholders.

A shareholder agreement is different from a unanimous shareholder agreement. A unanimous shareholder agreement is a written agreement among all the shareholders of a corporation intended to restrict in whole or in part the powers of the directors. By doing so, the shareholders may gain the authority to declare dividends or authorize the issue of shares. A unanimous shareholder agreement could also provide that the board of directors is required to submit for approval the resolutions they voted on. A shareholder agreement and a unanimous shareholder agreement may be drawn up in a single document.

How to change from a sole proprietorship to a corporation?

The process of converting a sole proprietorship into a corporation is similar to that of an incorporation. Like with any other corporation, the incorporator must send the articles of incorporation to the appropriate regulatory authority. If the sole proprietorship’s name has already been registered, the incorporator must simply confirm that it is indeed his during the incorporation process.

Transferring the sole proprietorship’s assets to the newly incorporated business may entail major tax consequences. It is best to consult a tax expert to help minimize those consequences. The tax expert will then give instructions to the lawyer that was appointed to complete the transfer of the assets. The transfer of assets is often made in consideration of preferred shares of the corporation’s share capital. Those shares are redeemable at fair market value, and no capital gain will result from that transaction. The sale agreement could also include a price adjustment provision in case tax authorities believe the sale price is not equal to fair value. Converting a sole proprietorship into a corporation is a much easier process when there is no transfer of assets.

How to change the shareholders and directors of a corporation?

It is always possible to change the shareholders and directors of a corporation.

Someone who wishes to transfer his certificated shares must endorse his certificate and deliver it to the purchaser. On the other hand, when it comes to transferring uncertificated shares, instructions must be given to the corporation to ensure the registration of the transfer. The seller and purchaser of the shares could enter into a written agreement that provides the terms and conditions of the transfer, but it is not mandatory. The board of directors must usually authorize the transfer, pursuant to the articles of incorporation. The corporation then proceeds to update its securities register/register of transfers. The government must be notified of this change.

The law grants shareholders the right to elect directors. The shareholders also have the authority to revoke a director by resolution, but a director could choose to resign on his own. In some cases, the by-laws of the corporation give authority to the board of directors to choose the number of directors to be elected every year. The directors may amend the by-laws if necessary. The minute book will have to be updated in accordance with the changes on the board of the directors. The corporation must also notify those changes to Corporations Canada or Ontario Business Registry by filing a notice of change.

Differences between a federal and provincial incorporation

In Canada, a corporation can either be incorporated provincially (in this case, under the Ontario law) or federally. It is worth noting that a provincial corporation may carry on business outside its jurisdiction of incorporation, even outside Canada. However, in order to do so, the corporation must be registered in the provinces in which it intends to conduct business.

The Canada Business Corporations Act was enacted in 1975 whereas the Business Corporations Act of Ontario came into force in 1990. The Business Corporations Act of Ontario is largely based on the federal law, but a few changes have been made as well. For example, the Ontario law provides that a corporation may issue uncertificated shares, which is not possible under the federal law. Furthermore, the articles of a corporation may provide that two or more classes of shares shall have the same rights, privileges, restrictions and conditions. The Business Corporations Act of Ontario has recently been amended in an effort to give greater flexibility to business owners. The requirement that at least 25% of the directors of an Ontario corporation be Canadian residents has been removed. Moreover, the approval threshold for a shareholder resolution in lieu of meeting has been lowered from unanimity to a majority, in the case of private corporations.

One of the advantages of incorporating federally is that Canada is better known internationally than its different provinces. Being incorporated federally rather than provincially makes it easier to gain the trust of foreign business partners and investors. Furthermore, a federal corporation is more likely to have better success and recognition abroad than a provincial corporation. Incorporating federally is a better option for a corporation who seeks to have an international presence.

Are online incorporation services equally as good as traditional law firms’ services?

Pronto Corporate Services Inc., an online incorporation service, strives for the highest professional standards and offers legitimate legal advice to business owners, like any other traditional law firm. Our services include a free consultation with a lawyer who will guide you throughout the entire process.

Our services should not be confused with those “do it yourself” incorporation websites ran by non-lawyers. They do not offer legal advice, but only provide assistance to file incorporation forms and may sometimes suggest corporate legal templates.

Other types of legal structures available for business owners

There are many other legal structures available for business owners. Some are more complex than others.

The simplest business legal structure is without a doubt a sole proprietorship. It is an unincorporated business operated by one individual. The benefits made by the business are taxed at the personal income tax rate of the individual. The owner of a sole proprietorship can conduct business under his legal name. However, if he operates under a business name, it must be registered.

It is possible for two or more parties to co-own a business and share the profits. This type of legal structure is called “partnership”. General and limited liability partnerships are two of the most common types of partnerships. A partnership may be formed by a legally binding contract between two or more parties. This contract outlines the terms and conditions of the partnership, including the capital contributions of each partner as well as their ownership interest. A partnership must always be registered.

A partnership is different from a corporation because it is not a legal entity separate from its owners. For that reason, a partnership does not pay income tax. However, tax laws provide that the partnership’s income must be calculated as if it were a tax-paying entity. The business’ profits are then allocated among the partners as set out in the partnership agreement.

A joint venture is another type of legal structure available for business owners. A joint venture is an agreement in which two or more parties choose to pool their expertise and finances to collaborate on a specific project. The key difference between a joint venture and a partnership is that a joint venture only pertains to a particular project. The terms and conditions of a joint venture can be arranged by contract.

About us

Jimmy Oppedisano, LL.B., J.D., GDip Tax

Attorney and Founder

(450) 978-6160


Mr. Oppedisano specializes in corporate law, including business start-ups and corporate reorganizations. He assists his small and medium-sized business clientele in advising them on the most appropriate legal vehicle to operate their business, and in implementing the corporate structure in question, whether it be incorporation, registration of a sole proprietorship or formation of a partnership.

Training :

- University of Montreal, Bachelor of Laws (LL.B)

- University of Montreal, Diploma in North American Common Law (J.D.)

- Ontario and Quebec Bar

- Graduate diploma in taxation at UQAM (GDip Tax)

My primary mission in founding IncorporationOntario.net was to offer a fast and efficient incorporation service, while meeting the high quality standards established by the legal profession, and offering a personalized service tailored to the needs of each client.