How to Incorporate in Ontario: Steps, Costs and Annual Return

How do I incorporate in Ontario, step by step?

You file Articles of Incorporation under Ontario's Business Corporations Act in the Ontario Business Registry, online with a ServiceOntario account or through an intermediary, and pay $300 (Ontario notice). In order:

1. Choose a number name or a word name. A word name needs an Ontario-biased Nuans name search report.
2. Settle the registered office, the directors, the incorporators (the people who sign the articles) and the share structure.
3. Gather the administrative details: an official email address for the corporation and a NAICS code (the standard industry code) for its main activity.
4. Complete the articles in the registry, save the PDF and have every incorporator sign it. Electronic signatures are allowed.
5. File and pay by credit or debit card. The certificate, articles and company key arrive by email.
6. Organize the corporation: by-laws, first resolutions, shares issued, registers.
7. Open the CRA accounts the business needs, such as GST/HST and payroll (after you incorporate); the business number and corporation income tax account come automatically.
8. File the initial return within 60 days, then the annual return and T2 every year.

The filing is a form; the decisions behind it are what make a case not simple. Two or more shareholders, family members as shareholders, a running sole proprietorship moving in, a founder living outside Canada, a regulated profession or customers in other provinces can change the share structure, the tax result or where else to register. Gather before you start: the name or the choice to go numbered, each director's and shareholder's name and address, the share structure, the registered office address and the year-end you plan to use, which sets the T2 and annual return dates (see first corporate tax year).

What do I need before filing in the Ontario Business Registry?

You need a name decision, a physical Ontario registered office, director and incorporator details, a share structure and payment. The Ontario notice lists each item:

Nuans reports are sold by private search houses, not by the Ministry. The Ministry does not check whether a word name is too similar to another; a confusing name can lead to a hearing or a lawsuit. For the choice itself, see named or numbered company.

The registry offers ready-made text for one class of common shares, unlimited in number, with private-company transfer restrictions. Two owners or family shareholders may need more than that: see share classes when you incorporate.

Do directors of an Ontario corporation have to live in Canada?

No. Ontario eliminated the rule that a share of directors be resident Canadians, though the articles still ask whether each one is (Ontario notice). The board needs at least one individual, and each director must be at least 18.

A director takes on personal risk. If the corporation does not remit payroll deductions or GST/HST and the CRA cannot collect from it, the directors in office at the time can be assessed for the amount, with interest and penalties, unless they took reasonable care to prevent the failure. The CRA must act within 2 years after a director leaves (Income Tax Act, section 227.1; Excise Tax Act, section 323). Directors are also liable to employees for up to six months' wages and 12 months' vacation pay (Ontario notice). More in unfiled corporate returns.

The registered office must still be a physical Ontario address, so a founder abroad needs one. See incorporating in Canada from abroad. Federal incorporation has its own director rules: see federal or provincial incorporation.

How do I file, and can I incorporate in Ontario myself?

Yes, an owner can file directly; an online filing with the Ministry is processed immediately, and a mailed one takes 15 business days. The government fee is the same either way (Ontario fees).

The articles take effect on the date the Ministry receives a complete filing, or on a later date you request up to 30 days ahead (Ontario notice). That later date can line up the start with a planned transfer or month-end. What each route leaves undone is in incorporate yourself or use a lawyer.

How much does it cost to incorporate in Ontario?

The government charges $300 to incorporate and nothing for the initial and annual returns (Ontario fees). The rest depends on your choices.

The registration term is on the registry services page. The yearly cost of keeping a corporation (books, the T2) is compared in what it costs to incorporate in Canada.

What comes back, and what is the company key?

By email you receive the certificate of incorporation, the endorsed articles, a payment receipt and the company key (Ontario notice). The certificate shows the corporate name, the Ontario Corporation Number and the effective date. The Ontario Corporation Number never changes.

The company key is a nine-digit code unique to the corporation. At incorporation it is sent only to the corporation's official email address, and every later registry filing needs it (Ontario Business Registry). Keep it private; share it only with an intermediary you trust to file for you. A lost key can be requested from the Ministry free of charge; it is emailed, or mailed to the registered office if no email is on file.

Does an Ontario corporation get a CRA business number automatically?

Yes. Incorporating in Ontario automatically assigns a business number and a corporation income tax (RC) program account (CRA). Other CRA accounts, such as GST/HST and payroll, are opened when the corporation needs them. Which ones, and when, is in after you incorporate.

What records must the corporation keep from day one?

The corporation keeps the signed articles, the Nuans report, the first-director consents and any name consents at its registered office (Ontario notice). The Ministry can ask for them. It must also keep a register of individuals with significant control from the start.

An individual with significant control owns, controls or directs 25% or more of the voting shares or of the fair market value of all shares, alone or jointly with others, or has direct or indirect influence over the corporation (Ontario). Related people (a spouse, children, other relatives in the same home) who together reach that share each count.

The register is not filed anywhere. It is updated at least once a year and within 15 days after the corporation learns of a change, and given to law enforcement, tax and regulatory authorities on request.

The by-laws, first resolutions, share issuance and other registers belong in the minute book. Set up the accounting the same week: see books for a new CCPC.

When is the Ontario annual return due, and what else is filed after incorporating?

An Ontario corporation files an initial return within 60 days, a notice of change within 15 days of any change, and an annual return within six months after the end of the tax year, all in the registry with the company key and none with a government fee (initial return notice; annual return notice).

An officer, a director or an individual the directors authorize verifies each return. The annual return goes to the registry, not the CRA, which no longer accepts Ontario annual returns (registry services). Late or missed returns, and their penalties, are covered in corporate annual returns.

How is Ontario corporate tax filed?

Ontario corporate income tax goes on the same federal T2 return the corporation files with the CRA; Ontario's schedules are part of that one return (Ontario). The CRA assesses it and collects the payments. Schedule 500 is a worksheet that is not filed (CRA).

The lower rate applies to a Canadian-controlled private corporation's active business income up to its business limit, $500,000 a year shared among associated corporations. Unlike the federal limit, Ontario's is not cut for passive investment income over $50,000, so a corporation can lose part of the federal rate and keep Ontario's (Ontario). A tax year that includes July 1, 2026 uses each rate for its share of days; a corporation formed after June 30, 2026 uses only 2.2%. Two kinds of income are not active business income and pay higher federal rates than the table shows (Income Tax Act, section 125; section 123.4): a Canadian-controlled private corporation's investment income, including rent earned with five or fewer full-time employees (see rental property in a corporation), and the income of a contractor whose corporation works like an employee of one client (a personal services business). Whether a new corporation is a CCPC is in CCPC status for a new corporation; the first return and a short first year are in first corporate tax year.

What if the corporation does business outside Ontario?

An Ontario corporation that carries on business in another province may have to register there too; each province sets its own rule. Registration does not decide where income is taxed: taxable income is divided among the provinces where the corporation has a permanent establishment, a fixed place of business such as an office or branch (Income Tax Regulations, sections 400 and 402). Both are covered in operating in more than one province and federal or provincial incorporation.

Example

These examples are illustrative and use Canadian dollars.

A consultant incorporates a numbered company online

A Toronto consultant files online herself with a number name, so she needs no Nuans report. She pays $300 and receives the certificate, articles and company key by email that day. Her corporation already has a business number and an RC account; she adds a GST/HST account herself. She files the initial return, listing herself as director and president, within 60 days.

Two founders choose a word name

Two founders buy an Ontario-biased Nuans report dated March 1. The Ministry must receive their articles by May 30, or they need a new report. They pay $300 and each subscribes for 100 common shares. Each holds half the shares, so both go on the register of individuals with significant control, kept at the corporation's Ottawa registered office.

A December 31 year-end

A corporation's tax year ends December 31. It files the Ontario annual return in the registry by June 30. Its T2, which carries the Ontario tax, is also due June 30; any tax balance is due earlier: March 31 if it is a CCPC that claimed the small business deduction and its taxable income the year before stayed within its business limit, otherwise the end of February (Income Tax Act, section 248(1), "balance-due day").

Different for you?

• You are moving a running sole proprietorship in, or still deciding whether to incorporate: see sole proprietorship or corporation and the sole proprietor to corporation checklist, and get business formation help before you file.
• Two or more owners, or a spouse or children as shareholders: the articles may need more than one share class; work them out with business formation help.
• You are setting up a holding company above an existing business: see setting up a holding company and get business formation help.
• A founder or director lives outside Canada: see incorporating in Canada from abroad and incorporating as a newcomer or non-resident; plan the structure with business formation help before you file.
• You are a doctor, dentist, lawyer or other regulated professional: your governing body sets its own conditions; see professional corporations and get business formation help.
• You work in other provinces or are weighing federal incorporation: see operating in more than one province and federal or provincial incorporation; get corporate tax help for the provincial split on the T2.
• You only need to register a sole proprietorship name: see registering a business in Ontario.
• Annual returns or T2s were missed: see corporate annual returns and get corporate tax help.
• You want the books and first T2 right from day one: see books for a new CCPC and bookkeeping help.