How Do I Incorporate a Business in Ontario?

Filing articles of incorporation in Ontario: the steps

Incorporating a business in Ontario means creating a separate legal entity by filing articles of incorporation under the Business Corporations Act. One or more individuals or corporations can do this by signing the articles and meeting the Act’s naming rules, under section 4(1). The steps below follow the order most filers actually go through, from choosing a name to the filings due after the certificate is issued.

Before you start: decide whether you want a named corporation (which needs a name search) or a numbered company (which does not), and know the Ontario address you will use as your registered office, since both are needed before you can file.

1. Choose and clear your corporate name

Every Ontario corporation’s name must include a legal element word, such as “Limited,” “Incorporated,” or “Corporation” (or the abbreviations “Ltd.,” “Inc.,” or “Corp.”), as required by section 10(1). If you want a named corporation rather than a number name, you generally need an original Ontario-biased NUANS name search report from a private search company, submitted with your articles; the NUANS search currently costs $360. Choosing a numbered company (for example, “1234567 Ontario Inc.”) skips this step and its fee entirely.

2. Prepare the articles of incorporation

The articles must be filed on the Director-approved form and set out the information required by the Act, the regulations, or the Director, under section 5(1). This is where you set out the corporation’s name, share structure, and any restrictions on its business or share transfers.

3. Set your registered office and appoint at least one director

A corporation must at all times maintain a registered office in Ontario at the location stated in its articles, under section 14(1). The Act’s definitions confirm that “directors” and “board of directors” include a single director, under section 1(1), so a one-person corporation with that person as sole director and shareholder is lawful.

4. File and pay through the Ontario Business Registry

Incorporation is completed online through the Ontario Business Registry (OBR), which launched October 19, 2021 and now handles over 90 corporate transactions, including incorporating and updating corporate information. The Ministry’s fee to file articles of incorporation electronically is $300.

5. File your Initial Return within 60 days

Once incorporated, the corporation must file an Initial Return within 60 days after the date of incorporation, under section 2(2) of the Corporations Information Act. This return records the corporation’s directors and registered office address on the public record; it is a separate filing from the articles themselves.

6. Keep up with ongoing filings

After the Initial Return, the corporation must file an Annual Return through the OBR each year, due within six months of its fiscal year-end. Since January 1, 2023, corporations must also keep a register of individuals with significant control (beneficial ownership information) on file at their registered or head office, and provide it on request to law enforcement, regulatory, and tax authorities.

A worked example

A single founder in Toronto wants to incorporate a consulting business under the name “Maple Ridge Consulting Inc.” She orders an Ontario-biased NUANS report ($360) because she wants a named company rather than a number name. She prepares articles listing herself as sole director and shareholder, sets her Toronto office as the registered office, and files electronically through the OBR, paying the $300 Ministry fee. Her certificate of incorporation issues the same day she files. Within 60 days of that date, she files her Initial Return listing her name and registered office. From the day of incorporation onward, she also keeps a one-page register naming herself as the individual with significant control, in case it is ever requested.

Common mistakes

• Filing articles before clearing the name. Submitting articles with a name that is too similar to an existing one, or that lacks the required legal element word, causes rejection and delay; the name requirements apply regardless of company size.
• Treating the NUANS report as a trademark clearance. A clean name search only confirms the name is available for incorporation; it does not clear trademark risk, which is a separate issue from the Act’s naming rules.
• Forgetting the Initial Return. Some founders assume the certificate of incorporation is the last step. In Ontario, the Initial Return is a separate mandatory filing due within 60 days, and missing it leaves the corporate record incomplete.
• Letting the Annual Return lapse. The Annual Return is due every year within six months of fiscal year-end, not a one-time task; corporations that skip it fall out of good standing on the public registry.
• Overlooking the beneficial ownership register. Since 2023, this internal register is a standing obligation from the date of incorporation, not something to set up only when a regulator asks for it.