* Fields in red are mandatory
Name of Corporation
1. Generally speaking, a corporate name should not be:
(a) too general; or
(b) only descriptive of the goods or services in which the Corporation deals or intends to deal; or
(c) primarily or only the name or surname of an individual who is living or has died within 30 years preceding the date of the filing of the Articles of Incorporation; or
(d) primarily or only the name of a geographic location,
unless the proposed corporate name has been in continuous use for at least 20 years prior to the incorporation of the Corporation or the proposed corporate name has, through use, acquired a secondary distinctive meaning.
2. Ideally, a corporate name should be comprised of a distinctive element, a descriptive element and a legal ending (such as Inc., Ltd. or Corp.)
3. Except as otherwise prescribed, no corporation is permitted to acquire a name identical to the name or former name of another corporation, whether in existence or not.
4. If the Corporation intends to carry on business in Quebec, a French form of corporate name should be considered in addition to the English form of corporate name in accordance with the Charter of the French Language. Alternatively, a French form of business name (without the legal ending) could be registered in Quebec in order to comply with the Charter of the French Language. This would avoid the necessity of the Corporation having to amend its charter in its home jurisdiction to add the French version of its corporate name.
Comparison between Canada and Ontario as Proposed Jurisdiction of Incorporation
| Description | CANADA | ONTARIO | |
| 1 | Prestige Factor | Arguably, a Federal corporation may have a greater prestige factor for foreign clients.
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N/A |
| 2 | Incorporation | $200.00 (electronic filing) or $250.00 (paper filing)
No original signature is required for either electronic or paper filing of Federal articles of incorporation. Electronic articles of incorporation may be filed directly with Corporations Canada. No transmission fee.
Hours of Operation: 24 / 7 (including holidays) |
$300.00** (electronic filing) or $360.00 (manual paper filing)
No original signature is required for electronic filing but original signature required for manual paper filing of Ontario articles of incorporation. Electronic articles of incorporation are required to be filed through one of three primary service providers (“PSP”) under contact to the Ontario Ministry of Government Services (“Ontario Ministry”). ** Transmission fee various from $28.50 to $60.00.
PSP Hours of Operation: 8:00 a.m. to 6:00 p.m., Monday to Friday (closed on holidays under Retail Business Holidays Act).
Ontario Ministry Hours of Operation: 8:30 a.m. to 5:00 p.m., Monday to Friday (closed on holidays under Retail Business Holidays Act). |
| 3 | Capacity to Carry on
Business |
A Federal corporation may carry on business throughout Canada. A Federal corporation’s capacity to carry on its business and exercise its powers in any jurisdiction outside Canada is subject to the laws of that jurisdiction.
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Extra-provincial licences or registrations from other provinces/territories are required to be obtained in order for an Ontario corporation to carry on business in each such jurisdiction. |
| 4 | Extra-Provincial
Registrations |
By right, a Federal corporation is entitled to carry on its business in any province/territory in Canada under its corporate name; however, like Ontario corporations, extra-provincial registration for a Federal corporation is still required before carrying on business in each province or territory. This involves the filing of the prescribed extra-provincial application forms and extra-provincial annual returns as well as the payment of prescribed govt fees (varies with each province).
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Unlike Federal corporations, an Ontario corporation is required to have its name pre-approved for use in each province/territory where it wishes to register to carry on business. The extra-provincial registration requirements, prescribed forms and government fees are otherwise the same as those of Federal corporations. |
| 5 | Name Search | A Federal NUANS database search of the proposed name is required, dated not more than 90 days prior to submission of articles of incorporation. Corporations Canada may refuse the proposed name on the basis that the name is too general, deceptive or too similar to a name already in existence.
A Name Decision Letter in respect of the proposed corporate name should be requested from Corporations Canada prior to incorporation to ensure that the proposed name is acceptable to Corporations Canada. Government turnaround time for Name Decision Letter: 24 to 48 hours. Disbursement cost: $48.00
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Ontario biased or weighted NUANS search of the proposed name is required, dated not more than 90 days prior to submission of articles of incorporation.
Unless the proposed corporation is identical to an existing name in Ontario or includes a prohibited or restricted word pursuant to Ontario Regulations, the proposed name will not be refused by the Ontario Ministry. Disbursement cost: $48.00 |
| 6 | Language of Name | English and/or French; other languages may be set out in articles for use outside Canada
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English and/or French; articles may allow name to be set out in any language |
| 7 | Registered Office | Anywhere in Canada but province/territory must be specified in articles
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Anywhere in Ontario but location must be specified in articles or in a special resolution |
| 8 | Directors’ Residency
Requirements |
At least 25% of the directors of a corporation must be Resident Canadians (as defined below); however, if a corporation has less than four (4) directors, at least one (1) director must be a resident Canadian.
“Resident Canadian” (a) Canadian citizen ordinarily resident in Canada,
(b) Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or
(c) permanent resident within meaning of the Immigration and Refugee Protection Act and ordinarily resident in Canada, EXCEPT a permanent resident who has been ordinarily resident in Canada for more than one year after the time at which he/she first became eligible to apply for Canadian citizenship.
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At least 25% of the directors of a corporation must be Resident Canadians (as defined below). However, if a corporation has less than four (4) directors, at least one (1) director must be a resident Canadian.
“Resident Canadian” (a) Canadian citizen ordinarily resident in Canada or permanent resident within the meaning of the Immigration and Refugee Protection Act ordinarily resident in Canada, or
(b) Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons. |
| 9 | Corporate Maintenance | Corporate Searches
(a) Corporate Search: Electronic Federal data print-out available from Corporations Canada’s online database ($2.00 fee).
(b) Public Documents: Copies of public documents filed with Corporations Canada are available upon request by fax or email ($2.00 per page). Usual turnaround time is 1 business day.
(c) Government Certified Charter Documents: Available from Corporations Canada, upon written request ($35.00 per document).
Corporate Filings (a) Federal Corporate Annual Return Filing Obligations: Federal corporate annual return is required to be filed directly with Corporations Canada each year (electronic filing: $20.00 paper filing $40.00).
(b) Ontario Notice Filing Obligations: Ontario Form 2 Initial Return under Corporations Information Act (Ontario) is required to be filed with the Ontario Ministry (if carrying on business in Ontario) (no fee).
(c) Reporting Changes to Directors and Registered Office: Form 3 and Form 6 Notices to report changes in directors and registered office address may be electronically filed with Corporations Canada (no fee). Ontario Form 2 Notice of Change required to be filed with Ontario Ministry to report change of registered office address (if carrying on business in Ontario) (no fee) (paper filing only).
(d) Electronic Articles Filings: Articles of incorporation, amendment, continuance, etc. may be electronically submitted for filing with Corporations Canada (various prescribed filing fees but no online transmission fees) No original signatures are required. Available 24 / 7. |
Corporate Searches
(a) Corporate Search: Electronic Ontario Corporation Profile Report is available from the Ontario Ministry (through PSP) ($20.00 average fee).
(b) Public Documents: Copies of certain public documents filed with the Ontario Ministry (such as articles) are only available from microfiche ordered from the Ontario Ministry ($14.00 fee + $1.00 per page). Government processing time is about 3-4 business days.
(c) Government Certified Charter Documents: Not available from Ontario Ministry.
Corporate Filings (a) Ontario Corporate Annual Return Filing Obligations: Form 1 Ontario corporate annual return may either be filed with Canada Revenue Agency (“CRA”) (included as part of harmonized corporate tax filing with CRA) (no fee) or electronically filed with the Ontario Ministry (through PSP) ($29.00 average fee for electronic filing).
(b) Reporting Changes to Directors, Officers and Registered Office: Form 1 Notice of Change may be paper filed with the Ontario Ministry (no fee) or electronically filed with the Ontario Ministry (through PSP) ($29.00 average fee for electronic filing).
(c) Articles Filings: At present, in Ontario, only articles of incorporation may be filed electronically with the Ontario Ministry (through PSP). Paper filing of all other articles required to be manually filed with the Ontario Ministry (with original signatures) during government hours from 8:30 a.m. to 5:00 p.m., Monday to Friday, excluding holidays (various prescribed filing fees). |
| 10 | Federal Business Number (Tax) | CRA automatically assigns the Federal business number to the Federal corporation usually within 2-3 business days of incorporation (available on Corporations Canada’s Strategis database). Thereafter, a director of the Federal corporation may contact CRA by phone and register it for HST or any other tax accounts. | Once CRA assigns the Federal business number to an Ontario corporation (3-5 business days by mail), in order to register the Ontario corporation for HST, typically, an application for HST registration should be completed, signed by a director and faxed to CRA for processing. The HST number is then mailed by CRA to the Ontario corporation’s registered office address. Processing time is about 2 weeks. |
NOTE: This Chart is not comprehensive and does not show all of the differences between Canada or Ontario as the jurisdiction of incorporation; however, the purpose of this Chart is to identify the major differences which should be considered prior to incorporation.
Nature of Business
Please provide a very brief one-sentence description of the nature of business to be carried on by the Corporation. This information will not be included in the incorporation documents; however, we may need to know this information in order to obtain the HST number for the Corporation (if applicable) and/or obtain a Federal Name Decision Letter from Corporations Canada (for Federal corporations).
Effective as of October 19, 2021, all Ontario corporations are required to report their NAICS code in their government filings. “NAICS” is the North American Industry Classification System for classifying business establishments and collecting statistical data related to the Canadian business economy.
Registered Office Address: Indicate the street name and number of the Corporation.
(i) Ontario Corporations: The registered office address may be located in any place in Ontario. P.O. boxes are not acceptable.
(ii) Canada (Federal) Corporations: The registered office address may be located in any place in Canada. P.O. boxes are not acceptable.
Authorized Classes of Shares
Please set out the classes and any maximum number of shares that the Corporation is authorized to issue .
(i) If there are to be two or more classes of shares, please indicate the share attributes attaching to each class of shares.
(ii) If a class of shares may be issued in series, please indicate the authority given to the directors to fix the number of shares in, and to determine the designation of, and the rights, privileges, restrictions and conditions attaching to each series of shares.
If you have your own template share conditions which you would like us to use and include in the Articles of Incorporation, please indicate that in the section entitled “Other Information” at the end of this form and email the share conditions to us separately at lawclerks@solutionslaw.com.
Ontario Corporations
For Ontario corporations, the Business Corporations Act (Ontario) provides that where a corporation has only one class of shares, the rights of the holders thereof are equal in all respects and include the rights:
(a) to vote at all meetings of shareholders; and
(b) to receive the remaining property of the Corporation upon dissolution.
The right of the holders of a class of shares to one (1) vote for each share at all meetings of shareholders other than meetings of the holders of another class of shares, or to receive the remaining property of the Corporation upon dissolution, need not be set out in the Articles of Incorporation. Except as otherwise provided, each share of a class shall be the same in all respects as every other share of that class.
Federal (Canada) Corporations
For Federal (Canada) corporations, the Canada Business Corporations Act provides that where a corporation has only one class of shares, the rights of the holders thereof are equal in all respects and include the rights:
(a) to vote at any meeting of shareholders of the Corporation;
(b) to receive any dividend declared by the Corporation; and
(c) to receive the remaining property of the Corporation on dissolution.
Restrictions on Issue and Transfers of Shares
If the issue, transfer or ownership of shares of the Corporation is to be restricted, a statement to that effect and a statement as to the nature of the restrictions should be set out in the Articles of Incorporation of the Corporation.
Please note that in order for the Corporation to rely on the “private issuer” exemption under National Instrument 45-106, a restriction on the transfer of the Corporation’s securities must be set out in either the Articles of Incorporation of the Corporation or in a separate shareholders’ agreement.
Number of Directors
Please indicate the minimum and maximum number of directors (eg., a flexible board of a minimum of 1 and a maximum of 10); or, alternatively, indicate the fixed number of directors (eg., 1). For flexibility purposes, it is recommended that a flexible board of directors be used.
For flexibility purposes and to avoid having to amend the Articles of Incorporation in future, we suggest that the Articles of Incorporation provide for a flexible number of directors.
Under the Business Corporations Act (Ontario), the term “resident Canadian” is defined to mean an individual who is:
(i) a Canadian citizen ordinarily resident in Canada or a permanent resident within the meaning of the Immigration and Refugee Protection Act (Canada) ordinarily resident in Canada; or
(ii) a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons.
** NEW** Under the Business Corporations Act (Ontario), effective as of July 5, 2021, there is no requirement for directors of Ontario Corporations to be resident Canadians; however, the resident Canadian status of each director must still be reported.
Requirements for Directors of Federal (Canada) Corporations
“Resident Canadian” – Canada (Federal) Corporations: Under the Canada Business Corporations Act, the term “resident Canadian” is defined to mean an individual who is:
(i) a Canadian citizen ordinarily resident in Canada;
(ii) a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons; or
(iii) a permanent resident within the meaning of the Immigration and Refugee Protection Act (Canada) and ordinarily resident in Canada (except a permanent resident who has been ordinarily resident in Canada for more than one year after the time at which he first became eligible to apply for Canadian citizenship).
Under the Canada Business Corporations Act, at least 25% of the directors of the Corporation must be resident Canadians; however, if the Corporations has less than four (4) directors, at least one director must be a resident Canadian.
Qualifications of Directors
For both Ontario corporations and Canada (Federal) corporations, the following persons are disqualified from being a director of a corporation:
(i) anyone who is less than 18 years of age;
(ii) anyone who is of unsound mind and has been so found by a court in Canada or elsewhere;
(iii) a person who is not an individual; or
(iv) a person who has the status of bankrupt.
Directors’ Quorum
Please indicate the quorum at directors’ meetings (eg., majority of number of directors). “Quorum” simply means the minimum number of directors of the Corporation who are required to be in attendance at a board meeting in order for such board meeting to be properly constituted for the transaction of business.
Officers
Please indicate the name, office to be held and address for service of each officer to be appointed by the Corporation. Except for a Managing Director, there is no requirement for an officer to be a director of the Corporation. As well, there is no statutory requirement that the Corporation have a President and a Secretary.
Shareholders
Please indicate the name, and address of each shareholder of the Corporation together with:
(i) the number and class of shares to be subscribed for by each subscriber, and
(ii) the share subscription price per share to be paid by each subscriber of the Corporation.
Shareholders’ Quorum
Please indicate the quorum at shareholders’ meetings (eg., one (1) or more holders of a majority of the voting shares). “Quorum” simply means the minimum number of shareholders and voting shares that must be represented at a meeting in order to conduct business at the shareholders’ meeting.
General Signing Authority
Identify the persons who will be authorized to sign documents and contracts generally on behalf of the Corporation (e.g., any officer or director or any two of the officers and directors).
Financial Year End
Please indicate the financial year end for the Corporation. The directors of the Corporation should consult with the Corporation’s auditor or accountant (if any) to ensure that the appropriate financial year end is chosen. The financial year end of a corporation may not exceed 53 weeks in any financial year.
Accountant
Please indicate the name and address of the accountant. Please note that both Ontario and Federal (Canada) corporations are automatically exempt from the requirement to appoint an auditor where:
(i) the Corporation is a non-offering corporation; and
(ii) all shareholders of the Corporation sign a consent in respect of that financial year.
Banking Arrangements
Indicate the name of the banker together with the signing authority for the execution of cheques and other negotiable instruments on behalf of the Corporation.
Business Name Registration (if applicable)
If the Corporation proposes to carry on business or identify itself to the public in Ontario by a name other than its corporate name, then that business name is required to be registered under the Business Names Act (Ontario).
Corporate Seal
Note:There is no statutory requirement for a corporation to have a corporate seal; however, the Corporation may choose, at its option, to have a corporate seal. The additional disbursement cost is $100.00.
Shareholders’ Agreement
Please confirm if the shareholders of the Corporation intend to enter into a shareholders’ agreement to govern the business and affairs of the Corporation and impose restrictions on the issuances, transfers or other dispositions of shares of the Corporation. You should discuss this matter with your lawyer.
HST Registration Required?
Ownership of Real Property in Ontario
(Applies to Ontario Corporations Only)
If the Corporation purchases or otherwise acquires an ownership interest in real property located in the Province of Ontario, Canada, it is required to prepare and maintain, on an ongoing basis, at its registered office a Register of its ownership interests (both registered and beneficial) in such property. The Register is required to set out (i) the municipal address of its real property owned in Ontario, (ii) the date such property was purchased/acquired, and (iii) the date that such property was sold/disposed of. As well, the Corporation is also required to retain with such Register a copy of any deeds, transfers or similar documents in support of the information in the Register.
Date of Birth of Each Individual Shareholder (For Federal Corporations Only): Effective as of and from June 13, 2019, every “private” (non-distributing) corporation under the Canada Business Corporations Act (“CBCA”), (except for certain exempted corporations), is required to maintain a register of individuals who have “significant control”, whether directly or indirectly, over such corporation. In this connection, please note the following in connection with the Register of Individuals with Significant Control (the “ISC Register”):
(a) The purpose of the ISC Register is to provide detailed information about individuals who own and control corporations which are governed by the CBCA. The bigger picture, however, is that the information in the ISC Register may be used to help law enforcement agencies expose activities such as money laundering, tax evasion and terrorist financing, without obtaining a warrant.
(b) The ISC Register should be retained in the Corporation’s minute book with the other registers and ledgers. The information in the ISC Register may be accessible by shareholders and creditors of the Corporation (upon application and upon following the proper procedures set out in the CBCA) and by Corporations Canada, upon request. We understand that, at present, there are no plans for the ISC Register to be made available to the public or for a copy of the ISC Register to be filed with Corporations Canada. Each such corporation (which will include the Corporation) is required to update the ISC Register at least once a year and also within 15 days of any change or updates to the information in the ISC Register.
(c) The date of birth of each of individual shareholder is required to complete the ISC Register.
Additional Information and/or Instructions
Directors: For Ontario and Federal corporations, the address for service (which may be a business address or a residential address) of a director may be used. For privacy purposes, the residential address should not be reported on the public records. Please note the following resident Canadian requirements and qualifications of directors:
Requirements for Directors of Ontario Corporations
“Resident Canadian” – Ontario Corporations: Under the Business Corporations Act (Ontario), the term “resident Canadian” is defined to mean an individual who is:
(i) a Canadian citizen ordinarily resident in Canada or a permanent resident within the meaning of the Immigration and Refugee Protection Act (Canada) ordinarily resident in Canada; or
(ii) a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons.
** NEW** Under the Business Corporations Act (Ontario), effective as of July 5, 2021, there is no requirement for directors of Ontario Corporations to be resident Canadians; however, the resident Canadian status of each director must still be reported.
Requirements for Directors of Federal (Canada) Corporations
“Resident Canadian” – Canada (Federal) Corporations: Under the Canada Business Corporations Act, the term “resident Canadian” is defined to mean an individual who is:
(i) a Canadian citizen ordinarily resident in Canada;
(ii) a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons; or
(iii) a permanent resident within the meaning of the Immigration and Refugee Protection Act (Canada) and ordinarily resident in Canada (except a permanent resident who has been ordinarily resident in Canada for more than one year after the time at which he first became eligible to apply for Canadian citizenship).
Under the Canada Business Corporations Act, at least 25% of the directors of the Corporation must be resident Canadians; however, if the Corporations has less than four (4) directors, at least one director must be a resident Canadian.
Qualifications of Directors
For both Ontario corporations and Canada (Federal) corporations, the following persons are disqualified from being a director of a corporation:
(i) anyone who is less than 18 years of age;
(ii) anyone who is of unsound mind and has been so found by a court in Canada or elsewhere;
(iii) a person who is not an individual; or
(iv) a person who has the status of bankrupt.
Official Email Address and Company Key
Effective as of October 19, 2020, the NEW Ontario Business Registry (“OBR”) launched. The OBR is intended to permit businesses to directly access services of the Ontario government 24/7 and complete a number of online business transactions directly with the Ontario Government. Therefore, each corporation incorporated in or registered in Ontario is required to register its “official email address” with the OBR so that all correspondence from the Ontario Ministry will be sent to the “official email address”. The OBR will then send the required company key to the “official email address” so that the business entity can then complete various online filings directly with the Ontario Ministry.