If you choose to register your business provincially, you can always change to federal incorporation later. When a business is incorporated at the province level, each province has different set of requirements.
Ontario incorporation is regulated under the Ontario Business Corporations Act (OBCA) and requires Articles of Incorporation to be filed. For Non- Residents, tax benefits in Ontario are an important factor to establish business as a corporation here.
A corporation registered under the OBCA need not file an annual return. Short-term costs to register your corporation under the Ontario law costs more than registering it under the Federal law, however, in the long run, it leads to minimized future paperwork and costs. You may not require a name protection across Canada if you want to limit your business in the boundaries of Ontario only.
Following are the main steps to incorporate a Corporation in Ontario Province:
You must require an Ontario-biased or weighted Nuans name search report to reserve your business name if you are not using a number name. The Nuans report is a list of existing corporate and business names, as well as trademarks, that are the same or similar to the name being proposed. The Nuans report must be obtained from a private name search company through their websites. As long as there are no exact matches on the Nuans report, the name is good. This report is valid for 90 days only.
Preparation and filing of Certificate of Incorporation and Articles of Incorporation- Full name and address for service for each director and a consent if the director is resident Canadian is to be given. The requirement for at least 25 per cent of the directors to be resident Canadian has been eliminated. Only 1 director of any nationality is necessary for your company. Articles of Incorporation should include corporation name, named directors, shareholders, and the effective date. A physical location in Ontario must to be shown as Registered office address. For Shareholding Details, you may choose prepopulated text instead of entering your own text to set up one class of common shares and for other provisions, including “private issuer” share structure provisions. These provisions may be used by business corporations that do not offer their shares to the public, and wish to rely on the private issuer exemption from reporting requirements under securities law.
The word “Limited”, “Limitée”, “Incorporated”, “Incorporée” or “Corporation” or the corresponding abbreviations “Ltd.”, “Ltée”, “Inc.” or “Corp.” must be part of the name of every corporation
The name of a corporation may be in an English form only, a French form only or an English and a French form combined
You should submit the application form along with all supporting documents to Ministry of Government and Consumer Services, Ontario
When Articles of Incorporation are completed, you will receive your documents by email:
The Certificate of Incorporation – this is the endorsement of the articles; the certificate includes the corporate name, Ontario Corporation Number (OCN), and effective date
Articles of Incorporation – this is a copy of the official articles recorded by the Ministry, endorsed with the above- mentioned certificate
Company key which is required for future filings
Your company key works like a bank personal identification number (PIN) having 9-digit number. Your key is used when you log into the business registration system to give you the authority to make changes to the information on record with the Ministry. The key is confidential. It should only be shared with trusted people like a service provider, lawyer or accountant to make filings on behalf of the corporation or other entity. If the key is lost, stolen or misused, the key-holder must notify the Ministry as soon as they become aware. Unauthorized use of the key may result in access to the electronic system being suspended.
Terms and conditions for online filing- Terms and conditions must be agreed to by the person(s) signing or otherwise authorizing the filing, and any person(s) acting on their behalf (the “authorizer(s)”) and by the corporation and is a mandatory requirement for filing.
These documents will be emailed to the official corporation email address provided and to the contact person specified, except for the company key, which is sent only to the official corporation email address
Businesses in Ontario are required to register with the federal government for a GST/HST account and collect GST/HST on taxable sales. If your business makes $30,000 gross or more in four consecutive calendar quarters (a period of three months beginning on the first day of January, April, July, or October in each year), you may need to charge GST/HST.
Payroll Registration is required in case of hiring of employees by corporation
An import/ export license is must if you are importing or exporting goods into Canada or Abroad from Canada.
There is no annual renewal fee for Ontario corporations. But you have to appoint a local registered agent for registered address service.
Corporations must complete and submit an Initial Return Form 1 to the Ontario Ministry within 60 days after the date of incorporation.