Articles of Incorporation Ontario: Costs, Forms & Process
Quick Answer — 2026 Costs
Filing Articles of Incorporation in Ontario costs $300 through the Ontario Business Registry (online or mail). If you want a named corporation (not a numbered company), add $13–$60 for a NUANS search and $60 for business name registration. The total DIY cost is approximately $360–$420 for a named corporation or $300 for a numbered company. Using a lawyer typically adds $695–$2,500+ for a complete incorporation package including bylaws, share certificates, and a minute book. File through the Ontario Business Registry or book a free consultation with a corporate lawyer.
Filing Articles of Incorporation in Ontario is the legal step that creates your business as a separate corporation — a distinct legal entity with its own rights, obligations, and liability protection. Whether you are starting a tech company in Toronto, a consulting firm in Ottawa, or a retail business in Hamilton, incorporating in Ontario under the Ontario Business Corporations Act (OBCA) is the most common path to incorporation for businesses that will operate primarily within the province.
This guide covers the complete Ontario incorporation process for 2026 — exact costs, the step-by-step filing process through the Ontario Business Registry (OBR), what information your Articles of Incorporation must contain, the critical post-incorporation steps most online guides skip, and when you should consider federal incorporation instead. If you are comparing business structures, see our guide on business contracts and partnership agreements.
What Are Articles of Incorporation?
Articles of Incorporation are the constitutional documents that legally create your corporation. Think of them as the corporation’s “birth certificate.” Once filed with and approved by the Ontario Ministry of Public and Business Service Delivery, your business becomes a separate legal entity — distinct from you personally — with its own ability to own property, enter contracts, sue and be sued, and carry on business.
The Articles must contain specific information required by the OBCA, including the corporation’s name, registered office address, number and description of directors, authorized share classes, and any restrictions on the business the corporation can carry on or on the transfer of its shares. Once filed, the Articles can only be changed by filing Articles of Amendment — which requires a special resolution of the shareholders.
How Much Does It Cost to Incorporate in Ontario? (2026)
NUMBERED COMPANY (DIY)
$300
Government fee only. No NUANS needed.
NAMED COMPANY (DIY)
$360–$420
Filing + NUANS + name registration.
WITH A LAWYER
$1,500–$3,000+
Complete package: Articles, bylaws, shares, minute book.
What Must Ontario Articles of Incorporation Include?
Under the OBCA, your Articles of Incorporation must include the following information:
Corporation Name
Either a named corporation (e.g., “Maple Leaf Consulting Inc.”) or a numbered company (e.g., “2867543 Ontario Inc.”). Named corporations require a NUANS search to confirm the name is unique and available.
Registered Office Address
Must be a physical address in Ontario (not a PO Box). This is where legal documents and government notices will be sent. You can use your lawyer’s address or a registered agent service.
Number of Directors
Specify a fixed number or a minimum and maximum range. Unlike federal corporations, Ontario corporations have no Canadian residency requirement for directors — all directors can be non-residents.
Share Structure (Authorized Capital)
Define the classes of shares the corporation is authorized to issue (e.g., common shares, preferred shares), the rights and restrictions attached to each class (voting, dividends, liquidation), and whether the number of shares is limited or unlimited. This is the most complex part of the Articles — a share certificate will be issued for each class.
Restrictions (if any)
Any restrictions on the business the corporation can carry on, or restrictions on the transfer of shares (common in closely held private companies to prevent unwanted third-party shareholders).
Other Provisions
Optional provisions such as borrowing powers, lien on shares, or other special provisions permitted by the OBCA. For professional corporations (doctors, lawyers, accountants), additional requirements apply.
How to File Articles of Incorporation in Ontario: Step-by-Step
Step 1: Choose Named vs. Numbered Corporation
A numbered company (e.g., “2867543 Ontario Inc.”) is faster and cheaper — no name search required. A named corporation requires a NUANS search and gives you a brandable name. You can always add a trade name later.
Step 2: Conduct a NUANS Name Search (Named Corporations Only)
Order a NUANS (Newly Upgraded Automated Name Search) report to confirm your proposed name is unique and distinguishable from existing Ontario corporations and federal trademarks. The report costs $13–$60 and is valid for 90 days. Your name must end in “Inc.,” “Incorporated,” “Ltd.,” “Limited,” “Corp.,” or “Corporation” (or the French equivalents).
Step 3: Determine Your Share Structure
Decide what classes of shares to authorize and the rights attached to each. A simple structure might include unlimited common shares with voting rights and the right to receive dividends. More complex structures may include preferred shares for investors. If you plan to raise capital, issue share purchase agreements, or bring in partners, get a lawyer to structure this properly.
Step 4: File Through the Ontario Business Registry (OBR)
Create an Ontario Business Account at ServiceOntario and access the OBR. Complete the Articles of Incorporation form online, upload your NUANS report (if applicable), and pay the $300 filing fee. Online filings are typically processed within 1–3 business days. You can also file by mail, but processing takes longer.
Step 5: Receive Your Certificate of Incorporation
Once approved, the Ministry issues a Certificate of Incorporation — the official proof that your corporation exists. This document includes your corporation number, incorporation date, and the Articles as filed. Keep this document safe — you will need it for banking, CRA registration, and many other purposes.
Step 6: Complete Post-Incorporation Setup
Filing the Articles is only the first step. See the post-incorporation checklist below for everything you need to do within the first 60 days to get your corporation fully operational.
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Post-Incorporation Checklist: What to Do After Filing
Filing your Articles of Incorporation creates the corporation, but the corporation is not fully operational until you complete these critical post-incorporation steps. This is the section that most competitor guides and online services skip — and where many new corporations make costly mistakes:
File Initial Return within 60 days — mandatory compliance filing through the OBR confirming your corporation’s directors, officers, and registered office address. Failure to file can lead to penalties or dissolution.
Adopt corporate bylaws — the internal rules governing how the corporation operates (meetings, voting, borrowing powers, officer roles). The OBCA provides default rules, but custom bylaws are strongly recommended.
Issue shares to initial shareholders — the corporation must actually issue shares and receive payment. Prepare share certificates and record the issuance in the share register.
Elect directors and appoint officers — hold the first organizational meeting (or pass written resolutions) to formally elect directors and appoint officers (president, secretary, treasurer).
Set up a minute book — the corporate record book containing the Articles, bylaws, share register, director/officer register, and all meeting minutes and resolutions. Required by law.
Register with CRA for a Business Number — you will need a BN, GST/HST account (if revenue exceeds $30,000/year), payroll account (if hiring employees), and corporate income tax account.
Open a corporate bank account — bring your Certificate of Incorporation, Articles, and organizational resolutions to the bank. Keep personal and corporate finances completely separate.
Draft a shareholders’ agreement — if there are multiple shareholders, a shareholders’ agreement governs the relationship, share transfers, dispute resolution, and exit provisions. Essential for avoiding future disputes.
Obtain necessary licences and permits — check municipal requirements, industry-specific licences, and professional regulatory requirements (if applicable). A privacy policy is also needed if your business collects personal information.
Ontario vs. Federal Incorporation: Which Should You Choose?
For most small businesses operating primarily in Ontario, provincial incorporation under the OBCA is the better choice — it is simpler, has no director residency requirements, and costs slightly more than federal. If you plan to operate nationally or want nationwide name protection, consider federal incorporation under the CBCA instead.
Common Incorporation Mistakes in Ontario
Using a generic one-class share structure. Most online services default to a simple “unlimited common shares” structure. While this works for a single-owner corporation, it limits future tax planning, investor structuring, and estate planning. A tax-optimized share structure can save thousands in taxes over the life of the business.
Skipping the minute book and bylaws. Filing the Articles is not enough. Without bylaws, organizational resolutions, and a properly maintained minute book, your corporation may not qualify for liability protection, and banks, investors, and purchasers may refuse to deal with it.
Forgetting the Initial Return. You must file an Initial Return within 60 days of incorporation. Missing this deadline creates compliance issues and can eventually lead to administrative dissolution.
Not having a shareholders’ agreement. If there are multiple shareholders, incorporating without a shareholders’ agreement is inviting future disputes. A well-drafted agreement covers share transfers, dispute resolution, exit mechanisms, and non-compete provisions.
Mixing personal and corporate finances. If you do not keep corporate finances completely separate from personal finances, a court may “pierce the corporate veil” — holding you personally liable for the corporation’s debts. Open a dedicated corporate bank account immediately after incorporation.
Ongoing Compliance Requirements for Ontario Corporations
After incorporation, Ontario corporations must maintain ongoing compliance to stay in good standing:
Annual return: File through the OBR to confirm your corporation’s directors and registered office address. Some third-party services charge $50–$250 for this, but you can file directly at low or no cost.
Corporate tax return (T2): Every Ontario corporation must file a T2 return with the CRA within 6 months of its fiscal year-end — even if it had no revenue. An accountant typically charges $500–$2,000+ for this.
Update changes within 15 days: If your directors, officers, or registered office address change, you must notify the Ministry within 15 days by filing a Notice of Change through the OBR.
Maintain corporate records: Keep your minute book up to date with all meeting minutes, resolutions, share issuances, and transfers. This is legally required and will be needed for any future purchase of business, loan agreements, or due diligence by investors.
Professional Corporations in Ontario
Regulated professionals in Ontario — including doctors, dentists, lawyers, accountants, engineers, and veterinarians — can incorporate as professional corporations under the OBCA, subject to the rules of their professional regulator. Professional corporations offer tax-deferral benefits (income splitting through dividends, retaining earnings at the corporate tax rate) but do not protect the professional from personal liability for professional negligence or malpractice.
Additional requirements for Ontario professional corporations include: all voting shares must be held by the professional or their family members, the corporation must obtain a Certificate of Authorization from the professional regulator, and the corporate name must include the professional’s surname. If you are a regulated professional considering incorporation, a free consultation with a corporate lawyer is particularly valuable to ensure compliance with both the OBCA and your regulator’s rules. You should also have a service agreement and non-disclosure agreement in place for client engagements.
Frequently Asked Questions About Ontario Incorporation
How much does it cost to incorporate in Ontario?
The government filing fee is $300. A numbered company costs $300 total (DIY). A named corporation costs approximately $360–$420 (filing + NUANS + name registration). Using a lawyer for a complete incorporation package costs $1,500–$3,000+ including bylaws, shares, and minute book setup.
How long does it take to incorporate in Ontario?
Online filings through the Ontario Business Registry are typically processed within 1–3 business days. Numbered corporations are often approved within 24 hours. Named corporations may take slightly longer if the NUANS report requires review. Mail-in filings can take several weeks.
Do Ontario corporation directors need to be Canadian residents?
No. Ontario has no Canadian residency requirement for directors. All directors can be non-residents. This is a significant advantage over federal incorporation (CBCA), which requires that at least 25% of directors be resident Canadians.
What is the difference between a numbered and named corporation?
A numbered corporation receives an automatically assigned number (e.g., “2867543 Ontario Inc.”) — it is faster and cheaper since no NUANS search is needed. A named corporation has a custom business name that must pass a NUANS search. You can always register a trade name for a numbered company later ($60), or change the name by filing Articles of Amendment.
What is a NUANS name search?
NUANS (Newly Upgraded Automated Name Search) is a database search that checks your proposed corporate name against existing Ontario and federal business names and trademarks. It costs $13–$60, is valid for 90 days, and is mandatory for named Ontario corporations. The search ensures your chosen name is distinguishable from existing names and avoids trademark conflicts.
Do I need a lawyer to incorporate in Ontario?
Technically no — you can file Articles of Incorporation yourself through the OBR. However, a lawyer ensures your share structure is optimized for tax planning, your bylaws are properly drafted, and your minute book is complete. For single-owner, simple businesses, DIY may be sufficient. For businesses with multiple shareholders, investors, or complex structures, a lawyer is strongly recommended. Book a free consultation to assess your needs.
What is the Initial Return and when must I file it?
The Initial Return is a mandatory compliance filing that must be submitted to the OBR within 60 days of incorporation. It confirms your corporation’s directors, officers, and registered office address. Failing to file can lead to penalties and eventual administrative dissolution. There is no fee to file directly through the OBR.
Can a non-profit incorporate in Ontario?
Yes. Non-profit corporations in Ontario incorporate under the Not-for-Profit Corporations Act, 2010 (ONCA), not the OBCA. The process is similar but the Articles must contain specific provisions restricting the distribution of profits. See our guide on not-for-profit incorporations and charitable registration for details.
Where can I get help incorporating in Ontario?
Canada Business Lawyers connects you with experienced Ontario corporate lawyers who can handle the entire process — from NUANS search to Articles to bylaws to share issuance. Visit our Articles of Incorporation page or provincial incorporation services to get started. Browse our free template library or book a free consultation for a 10-minute assessment of your needs.
Should I incorporate or stay as a sole proprietorship in Ontario?
Incorporation provides limited liability protection (your personal assets are shielded from business debts), access to the small business tax rate (12.2% combined in Ontario on the first $500,000 of active business income), the ability to retain earnings in the corporation, income splitting through dividends, and enhanced credibility with clients and lenders. However, incorporation comes with higher setup costs, annual filing requirements, and accounting fees. Generally, once your business earns more than $50,000–$60,000 in annual net income, the tax advantages of incorporation begin to outweigh the costs.
Ready to Incorporate in Ontario?
Whether you need a simple numbered company or a fully structured named corporation with custom bylaws and shareholder agreements, our Ontario lawyers have you covered.