How to Incorporate a Company in Canada in 2026: Federal vs Provincial, Costs and First-Year Duties

Incorporating turns your business into a separate legal person that can own property, sign contracts, borrow money and pay tax at the small business rate. This guide is for founders who have decided a corporation is the right structure and now need to do it properly: choosing federal or provincial incorporation, getting the name approved, drafting the articles, filing online, and then the steps most guides skip — by-laws, shares, the minute book, the register of individuals with significant control and your annual returns. It closes with a worked first-year cost in Canadian dollars.

Quick answer

To incorporate a company in Canada, choose federal incorporation with Corporations Canada (C$200 online, about one business day) or provincial incorporation with your province's registry (C$300 in Ontario). File articles of incorporation, the registered office address and first directors online, then adopt by-laws, issue shares and set up your minute book.

• Federal corporations still register in each province where they carry on business

• Federal online word-name filings no longer need a NUANS report; Ontario, Alberta and New Brunswick still require one

• Federal corporations file information on individuals with significant control at incorporation and every year

• A CCPC pays 9% federal tax on its first C$500,000 of active business income, plus the provincial rate

• File a federal annual return (C$12) within 60 days of each anniversary

Should you incorporate at all?

A corporation is worth its extra paperwork when at least one of three things is true. Your profits are more than you need to live on, so leaving money in the company at the small business rate defers personal tax. Your work carries liability risk that you want kept away from your house and savings. Or you need to bring in partners, investors or lenders who expect shares and a proper corporate structure.

It is not worth it for everyone. A corporation files its own T2 return every year even if it earns nothing, keeps separate books and a minute book, and pays its owner through salary or dividends. Losses in the early years stay inside the corporation instead of reducing your personal tax. Limited liability also has limits: banks routinely ask owners of small corporations to sign personal guarantees, and directors can be personally liable for unremitted payroll deductions and GST/HST.

If you're still deciding between a sole proprietorship and a corporation, start with our business registration in Canada guide, which compares the structures side by side. The rest of this page assumes you're incorporating.

Federal or provincial incorporation?

Canada lets you incorporate under the federal Canada Business Corporations Act (CBCA) or under the corporate statute of any province or territory. Both create a full corporation with limited liability; the differences are name protection, where you have to file, and who can be a director.

Federal vs provincial incorporation (2026)

	Federal (CBCA)	Provincial (e.g. Ontario OBCA)
Government filing fee	C$200 online	C$300 in Ontario; C$350 in BC; C$397 in Quebec
Processing	About 1 business day; 4 hours with C$100 express	Ontario online filings processed immediately
Name protection	Across Canada	That province only
Name search	Built into the online form for word names	NUANS report in Ontario, Alberta and New Brunswick
Resident Canadian directors	At least 25% (at least one if fewer than four directors)	No residency rule in Ontario, Alberta, BC, Saskatchewan and several others
Operating in other provinces	Extra-provincial registration in each	Extra-provincial registration in each
Annual filings	Federal annual return C$12 + provincial filings where registered	One provincial annual return

Government filing fee

Federal (CBCA)

C$200 online

Provincial (e.g. Ontario OBCA)

C$300 in Ontario; C$350 in BC; C$397 in Quebec

Processing

Federal (CBCA)

About 1 business day; 4 hours with C$100 express

Provincial (e.g. Ontario OBCA)

Ontario online filings processed immediately

Name protection

Federal (CBCA)

Across Canada

Provincial (e.g. Ontario OBCA)

That province only

Name search

Federal (CBCA)

Built into the online form for word names

Provincial (e.g. Ontario OBCA)

NUANS report in Ontario, Alberta and New Brunswick

Resident Canadian directors

Federal (CBCA)

At least 25% (at least one if fewer than four directors)

Provincial (e.g. Ontario OBCA)

No residency rule in Ontario, Alberta, BC, Saskatchewan and several others

Operating in other provinces

Federal (CBCA)

Extra-provincial registration in each

Provincial (e.g. Ontario OBCA)

Extra-provincial registration in each

Annual filings

Federal (CBCA)

Federal annual return C$12 + provincial filings where registered

Provincial (e.g. Ontario OBCA)

One provincial annual return

Choose provincial if the business will live in one province for the foreseeable future. You deal with one registry, one annual return and usually one set of rules. A dental practice in Hamilton, a renovation company in Calgary or a café in Halifax rarely gains anything from federal status.

Choose federal if you're building a brand you plan to take across provinces, sell nationally online under a distinctive name, or simply want the strongest name protection available without a trademark. A federal name can't be refused to you by a province on the grounds that a provincial corporation already uses something similar, which matters when you expand.

Watch the director rule. The CBCA still requires at least 25% of directors to be resident Canadians, and at least one if the board has fewer than four directors. A founder living abroad with no Canadian co-director therefore can't incorporate federally alone. Ontario removed its equivalent rule in 2021, and Alberta, BC and Saskatchewan don't have one either, so non-resident founders usually incorporate in one of those provinces.

Step 1: Pick a name, or go numbered

You can incorporate under a word name such as "Northshore Analytics Inc." or a numbered name that the registry assigns, such as "12345678 Canada Inc." federally or "1000001 Ontario Inc." in Ontario. Numbered companies are faster and avoid name searches; many holding companies and professional corporations never bother with a word name. You can still trade under a different business name, as long as you register it where the province requires.

A word name has three parts: a distinctive element ("Northshore"), a descriptive element ("Analytics") and a legal element ("Inc.", "Ltd.", "Corp." or their French equivalents). Registries refuse names that are too general, too similar to an existing business or trademark, or that suggest a government connection.

Federal name search. When you incorporate federally online with a word name, Corporations Canada runs the name check inside the filing form, so you no longer need to buy a NUANS report first. If the name is refused, you can change it or fall back on a number.

Provincial name search. Ontario, Alberta and New Brunswick still require a NUANS report for a word name. NUANS is a federal database search sold through private search houses and registered members, so prices vary; order it shortly before filing because the report goes stale and someone else can take your name in the meantime. Ontario needs an Ontario-biased report. BC uses its own Name Request system (C$30), and Manitoba and Saskatchewan charge a reservation fee (C$45 and C$50).

A corporate name approval is not a trademark. If your brand matters, run a search on the Canadian Intellectual Property Office trademarks database before you commit, and consider filing a trademark application once the business is trading.

Step 2: Draft the articles of incorporation

The articles are the corporation's constitution as filed with the government. On the federal online form, and on most provincial forms, you'll set out:

• The name (or request a number).
• The province or territory of the registered office. For a federal corporation this is the province, not the street address; the full address goes on the registered office notice filed alongside.
• Classes and maximum number of shares. Most small corporations authorise an unlimited number of common shares. If you plan to pay dividends to a spouse or adult children, or bring in investors later, talk to an accountant about multiple classes before you file — changing the articles later means filing articles of amendment and paying another fee (C$150 in Ontario).
• Restrictions on share transfers. Private corporations usually require director approval for any transfer, which keeps them within securities law exemptions.
• Number of directors, either fixed or as a minimum and maximum. A CBCA corporation needs at least one.
• Restrictions on the business, which almost every small corporation leaves blank.
• Other provisions, such as allowing directors to appoint extra directors between meetings.

You also name the first directors, with their residential addresses, and the registered office address where the corporation's records are kept. Each director must consent to act.

Step 3: File online and receive your certificate

Federal filings go through Corporations Canada's Online Filing Centre. You complete the articles, registered office and directors in one session, add the information on individuals with significant control, and pay C$200 by credit card. Corporations Canada processes online applications in about one business day; the express service adds C$100 and cuts that to about four hours. The result is a certificate of incorporation with a seven-digit corporation number.

Two things happen alongside. First, the CRA issues a Business Number and a corporation income tax (RC) program account automatically once a federal incorporation is approved. Second, if you'll operate in Ontario, Nova Scotia or Newfoundland and Labrador, the federal form lets you register there at the same time, filling in the provincial forms for you.

Provincial filings are similar. In Ontario you file through the Ontario Business Registry for C$300, uploading the NUANS report if you chose a word name, and the registry processes online filings immediately. Corporations created in Alberta, BC, Manitoba, New Brunswick, Nova Scotia, Ontario, Prince Edward Island and Saskatchewan also receive a CRA Business Number automatically. Quebec, Newfoundland and Labrador and the three territories don't pass the registration to the CRA, so you register for a BN yourself through the CRA's online service — our CRA My Business Account guide walks through it.

Incorporating in Canada, start to finish

1. 1

   Decide federal or provincial

   One province only? Provincial is usually simpler. Several provinces or a national brand? Consider federal.

2. 2

   Choose a word or numbered name

   Federal word names are checked inside the online form. Ontario, Alberta and New Brunswick need a NUANS report for word names.

3. 3

   Prepare articles, directors and ISC details

   Share classes, transfer restrictions, number of directors, registered office, and who has significant control.

4. 4

   File and pay

   C$200 federally online, or your province's fee. Download the certificate and articles.

   Corporations Canada — federal incorporation
5. 5

   Organize the corporation

   Adopt by-laws, issue shares, appoint officers, set the year-end and open the minute book.

6. 6

   Register where you operate

   Extra-provincial registration in each province where you carry on business, then GST/HST and payroll accounts as needed.

Step 4: By-laws, shares and the minute book

The certificate creates an empty shell. Until the directors and shareholders act, nobody owns any shares and nobody has authority to sign for the company. Corporations Canada's own checklist sets out what should happen next, and the same steps apply to provincial corporations.

Organizational resolutions. The first directors pass resolutions, either at a meeting or in writing signed by all of them, that adopt the general by-law, approve the form of share certificates, issue the first shares, appoint officers such as president and secretary, set the financial year-end and authorise a bank account. Directors get at least five days' notice of a meeting, which is why most small corporations use signed written resolutions instead.

By-laws. The general by-law governs the corporation's internal workings: how directors and shareholders call meetings, quorum, who signs contracts and cheques, officers' duties, and the financial year. Directors can make the by-law, but shareholders must confirm it at their next meeting. Precedent by-laws are available from law stationers and legal software; a lawyer adapts them for corporations with several owners.

Issue the shares. A corporation can't issue shares until it has received full payment for them, in money, property or past services. A founder typically subscribes for 100 common shares at C$1 each, or whatever nominal amount suits. Record the subscription, the directors' resolution, the share certificate and the entry in the securities register.

Shareholder resolutions. Shareholders confirm the by-law, elect directors and either appoint an auditor or, in a private corporation where every shareholder agrees, waive the audit. Federal corporations must hold the first shareholders' meeting, or pass the equivalent written resolution, within 18 months of incorporation.

The minute book. Keep the articles, certificate, by-laws, resolutions, registers of directors, officers and securities, the ISC register, and copies of filed returns together at the registered office. Banks, buyers and the CRA all ask to see it, and rebuilding a missing minute book years later is expensive.

The register of individuals with significant control

An individual with significant control (ISC) is someone who owns or controls 25% or more of the voting shares or of the shares by value, or who has direct or indirect influence that amounts to control even without that shareholding. Most small corporations have one or two: the founders.

Federal corporations have kept an internal ISC register since 2019, and since 22 January 2024 they must also file ISC information with Corporations Canada: at incorporation, with every annual return, and within 15 days of any change to the register. The filing includes each individual's name, date of birth, address, citizenship and tax residence, and how they control the company. Some of it — the name, the dates and description of control, and a service or residential address — appears on a public registry, while the date of birth, citizenship and tax residence stay private. Individuals can apply for an exemption from publication in limited circumstances. A corporation that doesn't comply can be refused a certificate of compliance, can be dissolved, and on conviction faces a fine of up to C$100,000.

Ontario corporations have had to keep a similar register since 1 January 2023. Ontario doesn't collect it in a public database; the corporation keeps it with its records and must produce it when law enforcement, tax or regulatory authorities ask. Other provinces have their own rules — BC, for example, requires a "transparency register" — so check your province's registry.

Key federal deadlines after you incorporate

Day 0

Certificate issued; ISC information filed with the articles

Within 15 days of any change

Update directors, registered office or ISC register and file the change

Within 18 months

First shareholders' meeting or written resolution

6 months after year-end

T2 corporate income tax return due

60 days after each anniversary

Federal annual return (C$12) with ISC information

Step 5: Register in every province where you operate

A corporation can be incorporated in one place and do business in many, but each province expects you to register before you trade there. Corporations Canada treats "carrying on business" as having an address, a post office box or a phone number in a province, or offering services or products there. Registering extra-provincially gives the province a record of who you are and an address for legal service.

The cost varies widely. A federal corporation registering in Ontario files an initial return through the Ontario Business Registry within 60 days of starting there and pays nothing. Nova Scotia charges a federal corporation C$274.10 to register and the same amount each year, and Saskatchewan's extra-provincial fee is C$255. A corporation from outside Canada that wants to operate in Ontario needs an extra-provincial licence at C$330.

Provincial corporations are in the same position: an Ontario corporation that opens a branch in BC registers extra-provincially in BC. That's why federal incorporation doesn't save money for a business that only operates in a couple of provinces — it adds a federal layer without removing the provincial ones.

Tax: the small business deduction and provincial rates

A Canadian-controlled private corporation (CCPC) — broadly, a private corporation not controlled by non-residents or public companies — claims the small business deduction on its active business income. That brings the federal rate down to 9% on the first C$500,000 of active business income each year, shared among associated corporations. Income above the limit is taxed at the general federal rate of 15%. Each province adds its own lower and higher rate.

Alberta and Quebec run their own corporate tax systems and aren't on the CRA's rate table; check Alberta Treasury Board and Finance or Revenu Québec for their current small business rates. Nova Scotia's cut from 2.5% and higher limit took effect on 1 April 2025, and PEI raised its limit and cut its general rate from 1 July 2025 — two recent changes many older guides miss.

Two rules shrink the C$500,000 limit. It is ground down on a straight line when the corporation and its associates have taxable capital employed in Canada between C$10 million and C$50 million, and when their passive investment income is between C$50,000 and C$150,000. A small operating company rarely hits the first, but a company that piles up retained earnings in a portfolio can hit the second.

The T2 return is due six months after the financial year-end. The tax itself is due earlier: two months after year-end, or three months for many CCPCs that claimed the small business deduction. Once the corporation's tax for a year goes over C$3,000, the CRA expects instalments.

Federal corporate tax at a glance (2026)

9%

Federal small business rate

After the small business deduction

C$500,000

Federal business limit

Shared by associated corporations

15%

Federal general rate

Income above the limit

6 months

T2 filing deadline

After the financial year-end

Worked example: Priya's first year as an Ontario corporation

Priya is an IT consultant in Ottawa who expects about C$160,000 of revenue and C$40,000 of expenses, leaving C$120,000 of profit. She only works in Ontario. Here's how her first year compares under two routes, using government fees and an assumed professional fee.

Route A — Ontario numbered corporation. Incorporation C$300, no NUANS needed because she takes a number. The Ontario annual return is C$0 (free). She signs the by-laws and resolutions herself from a precedent kit.

Route B — federal word name, "Rideau Data Inc." Federal incorporation C$200, with the name checked inside the form and Ontario registration done at the same time at no charge. From the first anniversary she files a federal annual return at C$12 with her ISC information.

Both routes then pay the same professional cost. Assume her accountant quotes C$2,500 for the year-end financial statements and T2 return; that's an assumption for illustration, not a market figure, so get your own quote.

Tax. Suppose she leaves C$60,000 in the company and takes the rest as salary, so the corporation's taxable income is C$60,000. At the Ontario combined small business rate of 11.2% (for a taxation year starting after 30 June 2026) the corporation pays C$6,720: C$5,400 federal at 9% and C$1,320 Ontario at 2.2%. Had the same C$60,000 been taxed in her hands as a sole proprietor, it would have been at her personal marginal rate, which at her income is far higher. The saving is a deferral, not a gift: when the corporation later pays that money out as dividends, she pays personal tax on them.

First-year cash cost: Route A about C$2,800 (C$300 + C$2,500), Route B about C$2,700 plus C$12 a year from year two. For an Ontario-only consultant the fees are a wash; the choice turns on whether the word name and national protection matter to her.

Plug your own figures into the startup cost calculator.

After you incorporate: the first-year checklist

First-year duties for a new corporation

0/9

• Adopt by-laws, issue shares and appoint officers by written resolution
• Set up the minute book with securities, directors and ISC registers
• Open a business bank account in the corporation's name
• Register extra-provincially in every province where you carry on business
• Register for GST/HST once taxable sales pass C$30,000, or voluntarily
• Open a payroll account before paying yourself or staff a salary
• Diarise the federal annual return (60 days after each anniversary) or provincial return
• File changes to directors or registered office within 15 days
• File the T2 return within six months of year-end

Share Print

GST/HST works the same way it does for any business: once worldwide taxable sales pass C$30,000 in a calendar quarter or over four consecutive quarters, you register and start charging GST or HST at your province's rate — 13% in Ontario. Use the Canada HST calculator to price your services, and our CRA contact numbers page if you get stuck on a program account.

Common mistakes and how to fix them

• Never issuing shares. The corporation exists but no one owns it, which causes trouble with banks, the CRA and any later sale. Fix it with a directors' resolution issuing shares to the founder, backdated only if the payment really was made then — ask a professional.
• Missing annual returns. Corporations Canada's policy is to dissolve a corporation that hasn't filed for two years, after a final notice giving 120 days. A dissolved corporation can't legally do business; revival is possible but costs time and fees.
• Forgetting ISC updates. A new shareholder over the 25% line, or a founder who leaves, means a register update and a federal filing within 15 days.
• Operating in another province unregistered. Fines and the inability to sue in that province's courts until you register are the usual consequences.
• Mixing personal and corporate money. Paying personal bills from the company account creates shareholder loans and taxable benefits. Keep the accounts separate from day one.
• Paying a filing service many times the government fee. Compare their price with the fees in this guide; the online filings are designed for founders.

Official links

• Corporations Canada — federal incorporationOnline Filing Centre and name rules
• Corporations Canada — fees and processing times
• Corporations Canada — next steps after incorporation
• Corporations Canada — individuals with significant control
• Corporations Canada — annual return
• Corporations Canada — register in a province or territory
• Ontario — beneficial ownership (ISC) requirements
• CRA — corporation tax rates

What to do next

Decide on federal or provincial, choose a name or number, and file online — the government part takes a day. Then spend an evening on the by-laws, share issuance and minute book, because those are the documents a bank or buyer will ask for. Setting up in Ontario specifically? The Ontario registration guide covers the Ontario Business Registry, company key and renewals. Once the corporation exists, open your CRA accounts with our CRA My Business Account guide.

This is general information, not legal or tax advice — confirm on the official source or with a professional.

Frequently asked questions

How much does it cost to incorporate a company in Canada?

Government fees run from C$200 for a federal corporation filed online to C$300 in Ontario, C$350 in BC plus a C$30 name request, and C$397 in Quebec. A word name may also need a NUANS report from a private search house. Lawyers and online incorporation services add their own fees, and a federal corporation pays any registration fee in each province where it operates.

Should I incorporate federally or provincially?

If you'll only do business in one province, a provincial corporation is usually simpler and has one set of annual filings. Federal incorporation protects your name across Canada and suits businesses expanding into several provinces, but the corporation must still register extra-provincially wherever it carries on business, and it files a federal annual return on top of any provincial filings.

How long does it take to incorporate in Canada?

Corporations Canada processes online incorporations in about one business day, or four hours with the C$100 express service. Ontario's online registry processes filings right away. The time that actually slows people down is choosing a name, preparing the share structure and getting a NUANS report where one is required.

Can a non-resident incorporate a company in Canada?

Yes. Anyone can own shares in a Canadian corporation. Federally, though, at least 25% of directors must be resident Canadians, or at least one if the board has fewer than four. Several provinces, including Ontario, Alberta, BC and Saskatchewan, no longer have a residency rule for directors, which is why non-resident founders often incorporate provincially.

What tax rate does a small Canadian corporation pay?

A Canadian-controlled private corporation pays 9% federal tax on its first C$500,000 of active business income, plus a provincial small business rate — for example 2.2% in Ontario from 1 July 2026 (3.2% before), giving 11.2% combined. Income above the limit is taxed at the general federal rate of 15% plus the provincial general rate.

Do I need a lawyer to incorporate in Canada?

No. Federal and most provincial incorporations can be filed online by the founder. A lawyer or accountant earns their fee when you have several shareholders, need multiple share classes for income splitting or investors, or want a shareholders' agreement. Whoever files, you still need by-laws, organizational resolutions and a minute book afterwards.

Sources & verification

Figures on this page were checked against the sources below when it was last reviewed on 8 October 2026. Each rate and limit is stored once with its own official source and review date, and official update channels are monitored daily so changes are picked up. How we verify

1. 1.Services, fees and processing times — Corporations Canada (ISED) · accessed 8 October 2026
2. 2.Next steps following the incorporation of your business — Corporations Canada (ISED) · accessed 8 October 2026
3. 3.Individuals with significant control – File your information — Corporations Canada (ISED) · accessed 8 October 2026
4. 4.Annual return – business corporations — Corporations Canada (ISED) · accessed 8 October 2026
5. 5.Register a federal corporation in a province or territory — Corporations Canada (ISED) · accessed 8 October 2026
6. 6.Nuans provincial/territorial report — ISED Canada · accessed 8 October 2026
7. 7.Corporation tax rates — Canada Revenue Agency · accessed 8 October 2026
8. 8.Small business deduction rules — Canada Revenue Agency · accessed 8 October 2026
9. 9.Corporation payments — Canada Revenue Agency · accessed 8 October 2026
10. 10.Do you need a business number or program account — Canada Revenue Agency · accessed 8 October 2026
11. 11.Beneficial ownership information requirements — Government of Ontario · accessed 8 October 2026
12. 12.Cost and time required to register, change or search for a business name, corporation or not-for-profit — Government of Ontario · accessed 8 October 2026
13. 13.Ontario eliminates the resident Canadian director requirement — Goldman Sloan Nash & Haber (law firm) · accessed 8 October 2026