How to Register a Company in Canada: Federal vs Provincial Complete Guide 2026 (CBCA, OBCA, BCBCA)

Last verified: 2026-05-02

Canada operates a two-track corporate law system. Founders can register federally under the Canada Business Corporations Act (CBCA, RSC 1985, c. C-44) through Corporations Canada, or provincially under their chosen province’s statute — the most common being the Ontario Business Corporations Act (OBCA, RSO 1990, c. B.16) and the British Columbia Business Corporations Act (BCBCA, SBC 2002, c. 57). Each track sets different filing fees, director residency rules, beneficial-ownership disclosure obligations, and renewal mechanics. This pillar guide walks through every decision point a founder faces in 2026: federal versus provincial choice, the precise statutory content of articles of incorporation, the BC Transparency Register that became publicly filed on 1 October 2025, the public CBCA Individuals with Significant Control register live since 22 January 2024, and the practical post-incorporation steps — Business Number, GST/HST, and extra-provincial qualification — that determine whether a brand-new corporation actually functions on Day 31.

Quick Answer (TL;DR)

For a non-Canadian-resident sole founder, OBCA Ontario or BCBCA British Columbia are usually the only viable routes — the CBCA’s 25% Canadian-resident director rule blocks single-founder federal incorporation. For VC-bound startups, federal CBCA remains the default because it is recognized across all ten provinces and three territories without re-registration friction inside Canada.

Table of Contents

1. Overview
2. Legal Foundation: Federal vs Provincial
3. Key Decisions: CBCA vs OBCA vs BCBCA
4. Required Documents and Information
5. Step-by-Step Process
6. Costs and Timeline
7. Common Mistakes (Gyoseishoshi Perspective)
8. After Completion: BOI/CTA Equivalents, Tax Accounts, Extra-Provincial
9. FAQ
10. Conclusion

1. Overview

Roughly 80,000 new corporations are formed in Canada each year. About 30% file federally with Corporations Canada (a division of Innovation, Science and Economic Development Canada, ISED). The remainder split across the ten provinces, with Ontario and British Columbia together accounting for the majority of provincial filings.

Canadian corporate law is layered. The Constitution Act, 1867 assigns “Property and Civil Rights” to provincial legislatures under section 92(13), which is why each province has its own corporations act. The federal government’s authority to legislate corporations comes from the residual “Peace, Order, and Good Government” power in section 91, which is why the CBCA exists as a parallel federal statute. A corporation may incorporate in only one jurisdiction at a time — but it may operate in any province, provided it registers extra-provincially where required.

Three statutes dominate the English-speaking Canadian market:

• Canada Business Corporations Act (CBCA), RSC 1985, c. C-44 — the federal framework. Full text: https://laws-lois.justice.gc.ca/eng/acts/c-44/fulltext.html
• Ontario Business Corporations Act (OBCA), RSO 1990, c. B.16. Full text: https://www.ontario.ca/laws/statute/90b16
• Business Corporations Act (BCBCA), SBC 2002, c. 57. Full text: https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/02057_02

Quebec uses the Business Corporations Act, CQLR c. S-31.1 (a civil-law-flavoured statute) and is outside the scope of this guide. Alberta, Manitoba, Saskatchewan, the Atlantic provinces, and the territories each have their own statutes, generally modeled after the CBCA but with local variations.

2. Legal Foundation: Federal vs Provincial

2-1. The Two-Track System

A federal CBCA corporation enjoys automatic name protection across Canada and is recognized in every province and territory. However, “recognized” does not mean “exempt from registration.” A CBCA corporation that begins carrying on business in Ontario, British Columbia, or any other province must extra-provincially register with that province’s registrar — typically within 30 to 60 days of commencing operations, depending on the province.

A provincial corporation has name protection only within that province. To operate elsewhere, it must extra-provincially register in each additional jurisdiction, just like a CBCA corporation must. The practical difference is that the federal name is shielded against duplication anywhere in Canada, while a provincial name is not.

2-2. Why Founders Choose Federal

Three principal reasons drive founders toward CBCA:

1. National name protection. A CBCA name cannot be registered as the name of any other Canadian corporation, federal or provincial.
2. Investor familiarity. US and international VCs that have funded Canadian startups before are accustomed to CBCA articles, by-law structures, and the unanimous shareholder agreement framework under CBCA s.146.
3. Single corporate-record narrative. Cross-border lawyers and counsel prefer a single federal regulator over ten provincial regulators when running due diligence.

2-3. Why Founders Choose Provincial

Equally common reasons drive founders to OBCA or BCBCA:

1. No director residency rule. Ontario removed its director-residency requirement on 5 July 2021. British Columbia never had one. Non-Canadian-resident founders can be the sole director of an OBCA or BCBCA corporation. They cannot be the sole director of a CBCA corporation under s.105(3).
2. Lower beneficial-owner exposure (OBCA only). OBCA’s Individuals with Significant Control register is internal, kept at the registered office, and not publicly searchable. CBCA’s ISC register went public on 22 January 2024, and BC’s Transparency Register went public on 1 October 2025.
3. Same-day processing. Both OBR (Ontario Business Registry) and BC Registry typically issue certificates within hours of online filing.

2-4. The Director Residency Rule — CBCA s.105(3)

This is the single most important constraint for foreign founders. CBCA s.105(3) requires that at least 25% of directors must be resident Canadians. If the corporation has fewer than four directors, at least one must be resident Canadian.

“Resident Canadian” is defined in CBCA s.2(1) as a Canadian citizen or permanent resident ordinarily resident in Canada. A work-permit holder who is not a permanent resident does not qualify, even if living and working in Canada full-time.

For a non-resident sole founder, the practical options are:

• Incorporate OBCA or BCBCA (no residency requirement);
• Add a Canadian-resident co-director to a CBCA corporation; or
• Continue an OBCA/BCBCA corporation into CBCA later, after qualifying directors are in place (OBCA s.181 / BCBCA equivalent).

3. Key Decisions: CBCA vs OBCA vs BCBCA

3-1. Decision Matrix

3-2. Choosing for a Non-Resident Sole Founder

If you are not yet a Canadian permanent resident or citizen and you intend to be the sole director, OBCA Ontario is generally the best choice. Filing fee is CAD $300, processing is same-day, the ISC register is internal-only, and a numbered company option (e.g., 1234567 Ontario Inc.) lets you skip the NUANS report entirely under OBCA s.8(2).

3-3. Choosing for a VC-Bound Startup

If you have at least one Canadian-resident co-founder or advisor and intend to raise institutional capital, CBCA federal remains the conventional choice. The Court of Justice (Federal Court) has decades of CBCA case law, and the unanimous shareholder agreement carve-out under CBCA s.146 is well-understood by Canadian and US securities counsel.

3-4. Choosing for a BC-Based Family Holding Company

For asset protection, real-estate holdings, or family estate planning in BC, BCBCA is straightforward. Multiple share classes can be set up at incorporation, and the BC Transparency Register, while public from 1 October 2025, applies to all corporations equally and does not impose burden disproportionate to other provinces.

4. Required Documents and Information

4-1. CBCA Federal Document Set

Under CBCA s.6 and supporting forms:

4-2. Mandatory Content of CBCA Articles (s.6(1))

Under CBCA s.6(1), the articles must contain:

• (a) the name of the corporation;
• (b) the province in Canada where the registered office is to be situated;
• (c) the classes and any maximum number of shares that the corporation is authorized to issue;
• (c.1) if there are two or more classes or series of shares, the rights, privileges, restrictions, and conditions attached to each class;
• (d) if the issue, transfer, or ownership of shares is to be restricted, a statement to that effect;
• (e) the number of directors or, subject to s.107(a), the minimum and maximum number of directors;
• (f) any restrictions on the businesses that the corporation may carry on;
• (g) any other provisions permitted by the CBCA to be set out in the by-laws.

4-3. OBCA Document Set

Under OBCA s.4 and Ontario Business Registry electronic filing:

For numbered Ontario corporations (e.g., 1234567 Ontario Inc.), a NUANS report is not required — OBCA s.8(2) allows automatic numerical assignment.

4-4. BCBCA Document Set

Under BCBCA s.10 and BC Registry online filing:

Note that BC’s “articles” are internal — analogous to CBCA/OBCA by-laws. The public-facing equivalent is the Notice of Articles under BCBCA s.11.

5. Step-by-Step Process

5-1. CBCA Federal Path (6 Steps)

Step 1 — Choose name or numbered company. Decide between a unique corporate name and a numbered Canada Inc. (e.g., 1234567 Canada Inc.).

Step 2 — Obtain NUANS report (named only). Order from a NUANS-member search house. NUANS reports are valid for 90 days for federal use under CBCA s.12. Filing the articles after expiry triggers re-search and re-fees.

Step 3 — Prepare Articles of Incorporation (Form 1). Complete all seven items required by CBCA s.6(1). For most startups, the simplest share structure is unlimited common shares without par value, voting, dividend-bearing, and entitled to remaining property on dissolution.

Step 4 — File online via Corporations Canada Online Filing Centre. URL: https://corporationscanada.ic.gc.ca/eic/site/cd-dgc.nsf/eng/h_cs01035.html. Filing fee CAD $200 online. Processing: 1 business day.

Step 5 — Receive Certificate of Incorporation. Issued under CBCA s.8 — conclusive proof that the corporation came into existence on the date specified.

Step 6 — File ISC register. Under CBCA s.21.1 in force since 22 January 2024, every CBCA corporation must file the ISC register publicly with Corporations Canada within prescribed timelines. Updates within 15 days of any change.

5-2. OBCA Ontario Path (5 Steps)

Step 1 — Decide name vs numbered. Step 2 — NUANS report (named only). Valid 90 days. Step 3 — Prepare Articles of Incorporation under OBCA s.5. Step 4 — File via Ontario Business Registry (OBR). URL: https://www.ontario.ca/page/ontario-business-registry. Filing fee CAD $300. Same-day processing online. Step 5 — Maintain ISC register internally under OBCA s.140.2.

5-3. BCBCA British Columbia Path (6 Steps)

Step 1 — Reserve name (CAD $30, valid 56 days) via https://www.bcregistry.gov.bc.ca/. Up to three name choices may be submitted in a single Name Request.

Step 2 — Prepare Incorporation Agreement under BCBCA s.10(1)(a). Each incorporator agrees to take at least one share. Signed and kept at the records office.

Step 3 — Prepare Notice of Articles under BCBCA s.11. Specifies registered office, records office, directors, and authorized share structure.

Step 4 — Prepare Articles under BCBCA s.12. Internal rules; not filed but kept at records office.

Step 5 — File Incorporation Application electronically via BC Registry / Corporate Online. Filing fee CAD $350. Same-day processing.

Step 6 — File Transparency Register under BCBCA Part 4.1 within 6 months of incorporation. Updates within 15 days of change. Annual confirmation required. Penalties up to CAD $25,000 for individuals and CAD $50,000 for corporations under Part 4.1.

6. Costs and Timeline

6-1. Government Filing Fees (CAD, 2026)

Source: https://ised-isde.canada.ca/site/corporations-canada/en/fees-services-rendered

6-2. Typical Timeline

6-3. Year-2 Ongoing Annual Costs (Excluding Tax)

7. Common Mistakes (Gyoseishoshi Perspective)

The pattern of incorporation errors that we observe most frequently:

7-1. Annual Filing Deadlines

8. After Completion — BOI/CTA Equivalents, Tax Accounts, Extra-Provincial

8-1. Immediate Post-Incorporation Tasks (First 30 Days)

8-2. Federal Tax Accounts

• Business Number (BN) is the federal master ID for CRA programs. Apply at https://www.canada.ca/en/services/taxes/business-number.html
• GST/HST account (RT) required when annual taxable supplies cross CAD $30,000 under Excise Tax Act s.240. https://laws-lois.justice.gc.ca/eng/acts/e-15/index.html
• Payroll account (RP) required when first employee hired.
• Corporate Income Tax account (RC) auto-created with BN.
• Provincial sales tax (BC PST, Manitoba RST, Saskatchewan PST) is province-specific.

8-3. Extra-Provincial Registration

A CBCA corporation operating in any province must register extra-provincially within 30 to 60 days of commencing business there:

• Ontario: Initial Return + Notice of Filing via OBR.
• BC: Extra-Provincial Registration via BC Registry (CAD $40).
• Alberta, Quebec, Manitoba, Saskatchewan, Atlantic provinces: Each has its own filing.

Failure to register can void contracts, expose the corporation to fines up to CAD $25,000 per province, and disqualify it from suing on debts incurred while unregistered.

8-4. The “BOI Equivalent” — Beneficial Ownership in Canada

Canada does not have a single federal Corporate Transparency Act equivalent to the US FinCEN BOI report. Instead, beneficial ownership is captured at three different layers:

1. CBCA s.21.1 — Individuals with Significant Control register, public since 22 January 2024. Filed with Corporations Canada.
2. OBCA s.140.2 — Individuals with Significant Control register, since 1 January 2023. Internal only, kept at registered office.
3. BCBCA Part 4.1 — Transparency Register, public since 1 October 2025. Filed with BC Registry.

“Significant control” is generally defined as direct or indirect ownership of 25% or more of voting shares, or de facto control over the corporation. Definitions vary slightly between statutes — the CBCA s.2.1 definition is the federal baseline.

9. FAQ

Q1. I’m a Japanese citizen relocating to Toronto next month. CBCA or OBCA?

Until you obtain Canadian permanent residency, CBCA s.105(3)‘s 25% Canadian-resident director rule is the bottleneck. With no Canadian-resident co-founder, OBCA Ontario is the practical answer — Ontario removed its director-residency requirement on 5 July 2021. You can later continue the Ontario corporation into CBCA under OBCA s.181 once you have qualifying directors.

Q2. Numbered Ontario Inc. vs named — what’s the real difference?

A numbered Ontario Inc. (e.g., 1234567 Ontario Inc.) skips NUANS entirely under OBCA s.8(2), saving CAD $13.80 and 1–2 days. Functionally identical for liability, taxes, and contracts. Disadvantages: less brandable, and an articles amendment (CAD $150) is needed to add a name later. For holding companies and B2B consultancies, numbered is faster and cheaper.

Q3. My BC company was incorporated in March 2026. Have I missed the Transparency Register?

Under BCBCA Part 4.1 as in force from 1 October 2025, you have 6 months from incorporation to file the initial Transparency Register. March 2026 incorporation means a deadline around September 2026. File via BC Registry. Penalty for non-filing is up to CAD $50,000 for the corporation under Part 4.1. There is no benefit to delaying.

Q4. Can my Canadian corporation own a US LLC?

Legally, yes — there is no Canadian prohibition on a CBCA, OBCA, or BCBCA corporation holding membership interests in a US LLC. The trap is tax. The CRA generally treats US LLCs as corporations for Canadian tax purposes — the “hybrid entity” issue — which can cause double taxation. Before structuring, consult a Canadian cross-border tax specialist. Scrib🐮 prepares the formation documents but does not provide tax advice.

Q5. CBCA ISC vs OBCA ISC vs BCBCA Transparency Register — what’s different?

Three differences: (1) CBCA ISC under s.21.1 is publicly filed with Corporations Canada since 22 January 2024 — anyone can search significant individuals. (2) OBCA ISC under s.140.2 is internal only since 1 January 2023 — kept at registered office, available to authorities and shareholders on request. (3) BCBCA Transparency Register under Part 4.1 is publicly filed with BC Registry since 1 October 2025 — similar to CBCA. If privacy is a concern, OBCA is currently the most private of the three.

Q6. Can I incorporate a BC company without ever visiting Canada?

Yes — BCBCA permits 100% remote incorporation. You need (a) a BC registered office (commercial agent address acceptable, ~CAD $250/year), (b) a BC records office (often the same address), and (c) a signed Incorporation Agreement (electronic signatures accepted). No director residency requirement under BCBCA s.124. Bank-account opening separately requires either an in-person visit to a Canadian bank or fintech alternatives.

Q7. What does “extra-provincial registration” mean?

A corporation incorporated in one Canadian jurisdiction must separately register in any other province where it “carries on business” — typically defined as having a physical address, soliciting customers, or holding inventory. A BCBCA company with a Toronto sales office must register extra-provincially in Ontario within 60 days. Failure to register can void contracts and result in fines up to CAD $25,000 per province.

Q8. Should I bring in my spouse as a 50% shareholder at incorporation or later?

At incorporation, always. Adding a shareholder later requires share-issuance resolutions, share certificates, register updates, and possibly an articles amendment if a new share class is needed. Doing it at incorporation costs zero extra; doing it later costs CAD $150–$500 in filings plus accountant fees.

Q9. What if I miss filing the CBCA annual return for two years?

Under CBCA s.212(1), the Director may dissolve a corporation that has not filed annual returns for one year after the deadline. Corporations Canada usually sends two reminder notices. Once dissolved, you must apply for revival under CBCA s.209 within 20 years (CAD $200 fee plus all unpaid annual returns). Contracts entered while dissolved are at legal risk. Set calendar reminders 90 days before the anniversary date.

Q10. Do I need a lawyer to incorporate?

There is no legal requirement for a lawyer in any of CBCA, OBCA, or BCBCA. Corporations Canada and the BC and Ontario registries explicitly support self-filing. Under CBCA s.6, OBCA s.5, and BCBCA s.10, an individual may incorporate without representation. Scrib🐮 is built on this principle: we prepare the documents; you file directly with the government portal. For complex tax planning, US cross-border issues, or VC term sheets, retain a specialist lawyer.

10. Conclusion

Canada’s two-track corporate law system is more flexible than it appears at first glance. The federal CBCA gives nationwide name protection but imposes a 25% Canadian-resident director rule that blocks single non-resident founders. Ontario’s OBCA, since its 5 July 2021 reform, and British Columbia’s BCBCA both permit 100%-foreign director boards and offer same-day processing. The trade-off is that the Canada-wide name protection only flows from federal incorporation, and provincial corporations must extra-provincially register in each additional province where they operate.

Three legislative changes over the past three years have reshaped beneficial-ownership disclosure: OBCA s.140.2 (1 January 2023, internal-only), CBCA s.21.1 (22 January 2024, public), and BCBCA Part 4.1 (1 October 2025, public). Founders incorporating in 2026 must build these registers into Day 1 of their corporate compliance — not Day 365.

Beyond incorporation, the practical Day-30 checklist of Business Number, GST/HST registration at the CAD $30,000 threshold under Excise Tax Act s.240, share certificates under CBCA s.49 / OBCA s.54 / BCBCA s.57, and extra-provincial registration is what determines whether a corporation actually functions or sits dormant on paper.

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Disclaimer

This article provides legal information, not legal advice. MmowW Scrib🐮 is a document preparation service operated by a licensed Gyoseishoshi (行政書士) office in Japan. Under Japanese law, a Gyoseishoshi prepares administrative and corporate documents. We are not solicitors, barristers, attorneys, paralegals, or notaries. We are not lawyers admitted in Canada or any province. For legal opinions on Canadian corporate law — particularly Quebec civil-law specifics, complex tax structures, or VC term-sheet negotiations — retain a lawyer admitted in the relevant province. References to “we recommend” should be read as “under the cited Act/Statute, the requirement applies.”

Sources

1. Canada Business Corporations Act (CBCA) full text — https://laws-lois.justice.gc.ca/eng/acts/c-44/fulltext.html
2. Canada Business Corporations Regulations 2001 — https://laws-lois.justice.gc.ca/eng/regulations/sor-2001-512/index.html
3. Corporations Canada hub — https://ised-isde.canada.ca/site/corporations-canada/en/business-corporations
4. How to incorporate federally — https://ised-isde.canada.ca/site/corporations-canada/en/incorporate-business
5. Online Filing Centre — https://corporationscanada.ic.gc.ca/eic/site/cd-dgc.nsf/eng/h_cs01035.html
6. Corporations Canada fee schedule — https://ised-isde.canada.ca/site/corporations-canada/en/fees-services-rendered
7. CRA Business Number registration — https://www.canada.ca/en/services/taxes/business-number.html
8. CRA — Registering your business — https://www.canada.ca/en/revenue-agency/services/tax/businesses/topics/registering-your-business.html
9. Ontario Business Corporations Act (OBCA) full text — https://www.ontario.ca/laws/statute/90b16
10. Ontario Business Registry (OBR) — https://www.ontario.ca/page/ontario-business-registry
11. OBR all services — https://www.ontario.ca/page/ontario-business-registry-all-services
12. Corporations Information Act — https://www.ontario.ca/laws/statute/90c39
13. Business Corporations Act SBC 2002 c.57 (BCBCA) full text — https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/02057_02
14. BC Registry hub — https://www.bcregistry.gov.bc.ca/
15. BC Corporate Online — https://www.corporateonline.gov.bc.ca/
16. BC company forms — https://www2.gov.bc.ca/gov/content/employment-business/business/managing-a-business/permits-licences/businesses-incorporated-companies/forms-corporate-registry/forms-bc-company
17. BC incorporated companies overview — https://www2.gov.bc.ca/gov/content/employment-business/business/managing-a-business/permits-licences/businesses-incorporated-companies/incorporated-companies
18. BC Transparency Register modernization — https://www2.gov.bc.ca/gov/content/employment-business/business/managing-a-business/permits-licences/news-updates/modernization-updates/setup-manage-corporation
19. Excise Tax Act (GST/HST) — https://laws-lois.justice.gc.ca/eng/acts/e-15/index.html
20. Income Tax Act — https://laws-lois.justice.gc.ca/eng/acts/i-3.3/index.html
21. Justice Laws Website (federal acts portal) — https://laws-lois.justice.gc.ca/
22. Small business guide to federal incorporation — https://publications.gc.ca/site/eng/9.909532/publication.html