Chapter 1. Overview & Legal Foundation
1-1. Federalism in Canadian Corporate Law
Canada operates a two-track incorporation system. A business may incorporate either federally under the Canada Business Corporations Act (CBCA, RSC 1985, c. C-44) administered by Corporations Canada, or provincially under the corporate statute of any of the ten provinces or three territories. The choice is binding on the corporation's name, governance, and ongoing filing obligations — but it does not restrict where the corporation may do business.
A federal CBCA corporation may operate in every province and territory, but must register extra-provincially in each province where it conducts business beyond mere passive presence. A provincial corporation has name protection only within that province and must extra-provincially register elsewhere it operates.
Primary Source — CBCA full text: https://laws-lois.justice.gc.ca/eng/acts/c-44/fulltext.html
Primary Source — Corporations Canada hub: https://ised-isde.canada.ca/site/corporations-canada/en/business-corporations
1-2. Three Statutes Covered by This Bible
| Statute | Citation | Administering Body | Online Portal |
|---|---|---|---|
| CBCA (Federal) | RSC 1985, c. C-44 | Corporations Canada | Online Filing Centre |
| OBCA (Ontario) | RSO 1990, c. B.16 | Ministry of Public and Business Service Delivery | Ontario Business Registry |
| BCBCA (British Columbia) | SBC 2002, c. 57 | BC Registries and Online Services | BC Registry / Corporate Online (transitioning) |
Primary Source — OBCA full text: https://www.ontario.ca/laws/statute/90b16
Primary Source — BCBCA full text: https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/02057_02
Primary Source — Ontario Business Registry: https://www.ontario.ca/page/ontario-business-registry
Primary Source — BC Registries: https://www.bcregistry.gov.bc.ca/
1-3. Federal vs. Provincial — Decision Matrix
| Factor | CBCA (Federal) | OBCA (Ontario) | BCBCA (British Columbia) |
|---|---|---|---|
| Filing fee (online) | CAD $200 | CAD $300 | CAD $350 |
| Director residency | At least 25% Canadian-resident (CBCA s.105(3)) | No residency requirement since 5 July 2021 (OBCA s.118 amendments) | No residency requirement (BCBCA s.124) |
| Name protection | Canada-wide | Ontario only | BC only |
| Annual return | CAD $20–$40 | CAD $0 (filed via OBR) | Annual report fee CAD $43.39 |
| Beneficial owner register | ISC register filed publicly with Corporations Canada (since 22 Jan 2024) | ISC register internal (since 1 Jan 2023, OBCA s.140.2) | Transparency Register filed with BC Registry (since 1 Oct 2025) |
| Typical processing | 1 business day online | Same-day online | Same-day online |
1-4. Provincial Coverage
This bible covers federal CBCA + Ontario (OBCA) + British Columbia (BCBCA) in detail because these jurisdictions account for the majority of new incorporations in Canada. For Alberta (ABCA), Quebec (QBCA), Manitoba, Saskatchewan, and Atlantic provinces, the foundational concepts in this bible are similar but section numbers and specific procedures differ — Scribe generates jurisdiction-specific outputs from the same answer set.
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Quick Decision Matrix
Choose the right business structure in 5 seconds.
| Your Goal | Recommended Structure | Key Consideration | Go To |
|---|---|---|---|
| Solo founder, low risk | Sole proprietorship or single-member LLC | Simplest setup, limited liability | Chapter 3 |
| Partnership with co-founders | LLC or Limited Partnership | Operating agreement essential | Chapter 3 |
| Seeking venture capital | Corporation (C-Corp equivalent) | Investor-friendly structure | Chapter 3 |
| Small local business | LLC or local equivalent | Balance of simplicity and protection | Chapter 3 |
| Asset protection priority | LLC with strong veil | Jurisdictional differences matter | Chapter 4 |
5-second answer: Most small businesses should start with an LLC (or local equivalent). Read Chapter 2 for requirements, Chapter 3 for step-by-step setup.