How to Incorporate Federally in Canada (Corporations Canada)

This step-by-step guide walks through the federal incorporation process in Canada under the Canada Business Corporations Act (CBCA, RSC 1985, c. C-44), administered by Corporations Canada. The process is fully online, costs CAD $200 in government fees, and produces a Certificate of Incorporation under CBCA s.8 within one business day for most filings.

Step 1 — Confirm Eligibility Under CBCA s.105(3)

Before starting, verify that at least one director will be a resident Canadian. Under CBCA s.105(3), at least 25% of directors must be resident Canadians. For a one-, two-, or three-director board, at least one director must qualify. CBCA s.2(1) defines “resident Canadian” as a Canadian citizen or permanent resident ordinarily resident in Canada.

If no resident Canadian director is available, OBCA Ontario or BCBCA British Columbia are alternative jurisdictions with no residency requirement.

Step 2 — Choose Between Named and Numbered Corporation

A numbered corporation (e.g., 1234567 Canada Inc.) is automatically assigned by Corporations Canada upon filing, requires no NUANS report, and saves the CAD $13.80 NUANS fee. A named corporation requires a NUANS Newly Updated Automated Name Search report under CBCA s.12.

If choosing a name, the proposed name must be:

• Distinctive — not generic or descriptive only;
• Descriptive — indicates the nature of business;
• Not confusing with existing trade names or trademarks;
• Not deceptively misdescriptive;
• Followed by a legal element (“Inc.”, “Incorporated”, “Corp.”, “Corporation”, “Ltd.”, “Limited”, or French equivalents).

Step 3 — Order the NUANS Report (Named Corporations Only)

Order a NUANS report from a registered NUANS member. Cost: approximately CAD $13.80. The report lists existing similar names and trademarks. Under federal NUANS rules, the report is valid 90 days for use in a CBCA filing.

Order the NUANS report after confirming with a preliminary NUANS pre-search (free) that your proposed name has no obvious conflict.

Step 4 — Prepare the Articles of Incorporation (Form 1)

Under CBCA s.6(1), the Articles of Incorporation 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 the corporation is authorized to issue;
• (c.1) if there will be two or more classes or series of shares, the rights, privileges, restrictions and conditions attached to each class;
• (d) restrictions on share transfers (if any);
• (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.

Standard simple share structure for a private startup:

• One class of common shares;
• Unlimited number authorized;
• No par value;
• Voting, dividend, and entitled to remaining property on dissolution.

Form 1 is generated by the Online Filing Centre during the filing process.

Step 5 — Prepare Initial Registered Office and First Directors (Form 2)

Under CBCA s.19 and s.106, Form 2 specifies:

• Registered office address — must be a real address in the province specified in the Articles. P.O. boxes alone are not acceptable.
• Initial directors — full legal names and residential addresses; identification of resident Canadian directors per s.105(3).

Step 6 — File via the Corporations Canada Online Filing Centre

Online Filing Centre URL: https://corporationscanada.ic.gc.ca/eic/site/cd-dgc.nsf/eng/h_cs01035.html

Filing fee: CAD $200 online (CAD $250 by mail). Pay by credit card. Processing time: typically one business day, often same-day.

The system asks for the proposed name, share structure, registered office, and director details, and produces Form 1 and Form 2 automatically. The NUANS report is uploaded.

Step 7 — Receive the Certificate of Incorporation

Issued by Corporations Canada under CBCA s.8, the Certificate of Incorporation is conclusive proof that the corporation came into existence on the date specified. The certificate, the Articles, and Form 2 are emailed in PDF and accessible in the Corporations Canada profile.

Step 8 — Hold the First Directors’ Meeting

Under CBCA s.104, the first meeting of directors (or written resolutions in lieu) must occur “as soon as practicable” after incorporation. Standard agenda:

• Adopt by-laws (CBCA s.103).
• Appoint officers (CBCA s.121).
• Authorize banking — bank resolution.
• Approve initial share issuance (CBCA s.25, s.49).
• Approve registered office address.
• Appoint auditor or waive audit (CBCA s.163).
• Approve fiscal year-end.

Issue share certificates under CBCA s.49, signed by an officer of the corporation, evidencing each shareholder’s holding.

Step 9 — File the Initial ISC Register With Corporations Canada

Under CBCA s.21.1 (in force since 22 January 2024), every CBCA corporation must file information about Individuals with Significant Control with Corporations Canada within 30 days of incorporation. The register is public.

“Individual with Significant Control” means an individual who:

• Owns or controls 25% or more of the voting rights;
• Owns or controls 25% or more of the issued shares (by fair market value); or
• Otherwise has direct or indirect influence resulting in control in fact.

Step 10 — Apply for Business Number (BN) and Tax Accounts

Apply for a federal Business Number (BN) at: https://www.canada.ca/en/services/taxes/business-number.html

The BN is required for any CRA program account (Income Tax, GST/HST, Payroll, Import/Export). Apply for:

• RC (Corporate Income Tax) — automatic with BN;
• RT (GST/HST) — required at CAD $30,000 annual taxable supply threshold under Excise Tax Act s.240, but most startups register voluntarily from day 1 to claim input tax credits;
• RP (Payroll) — required if hiring employees;
• RM (Import/Export) — for international goods movement.

Step 11 — Open a Corporate Bank Account

Bring to the bank:

• Certificate of Incorporation;
• Articles of Incorporation;
• Form 2 (directors and registered office);
• Banking resolution from the first directors’ meeting;
• Government-issued ID for directors and signing officers.

Most major Canadian banks (RBC, TD, BMO, Scotiabank, CIBC) require an in-person visit by at least one director to open a business account.

Step 12 — Extra-Provincial Registration (If Operating Outside the Home Province)

A federal CBCA corporation operating in any province must register extra-provincially in that province within 30–60 days of commencing business there. Each province has its own portal:

• Ontario — Initial Return + Notice via Ontario Business Registry;
• British Columbia — Extra-Provincial Registration via BC Registry (CAD $40);
• Other provinces have separate filings.

Step 13 — Calendar Annual Compliance

Set calendar reminders 90 days before each anniversary date. Failure to file the annual return for one year after the deadline can lead to dissolution under CBCA s.212(1). Revival under CBCA s.209 is available within 20 years but costs the unpaid annual returns plus a CAD $200 revival fee.

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Disclaimer

Legal information, not legal advice. MmowW Scrib🐮 is operated by a licensed Gyoseishoshi (行政書士) office in Japan. We are not Canadian lawyers, paralegals, or notaries.

Sources

• Canada Business Corporations Act — https://laws-lois.justice.gc.ca/eng/acts/c-44/fulltext.html
• How to incorporate federally — https://ised-isde.canada.ca/site/corporations-canada/en/incorporate-business
• Online Filing Centre — https://corporationscanada.ic.gc.ca/eic/site/cd-dgc.nsf/eng/h_cs01035.html
• Corporations Canada fee schedule — https://ised-isde.canada.ca/site/corporations-canada/en/fees-services-rendered
• CRA Business Number registration — https://www.canada.ca/en/services/taxes/business-number.html
• CRA Registering your business — https://www.canada.ca/en/revenue-agency/services/tax/businesses/topics/registering-your-business.html
• Excise Tax Act (GST/HST) — https://laws-lois.justice.gc.ca/eng/acts/e-15/index.html