How to Incorporate a Company in Canada in 2027 and 2028: Federal or Provincial

Canada lets businesses incorporate at two levels: federally, under the Canada Business Corporations Act (CBCA), or provincially/territorially, under the law of one province or territory. Both create a corporation with limited liability, but they differ in name protection, where you can operate without extra registration, director requirements and ongoing filings. This guide explains how to incorporate a company in Canada step by step.

This guide explains how to incorporate in Canada in 2027 and 2028: choosing federal or provincial, naming the corporation, the NUANS report, directors and shareholders, articles of incorporation, the Business Number, GST/HST, the register of individuals with significant control, and annual filings.

This guide is general information, not legal or tax advice. Requirements differ between jurisdictions and change over time. Check Corporations Canada or your provincial registry before you file.

Federal or provincial: how to incorporate a company in Canada

A federal corporation must still register in each province where it carries on business, usually including the province of its registered office. A provincial corporation operating in only that province often has the simplest setup.

Step 1: Choose a name (or a number)

You can incorporate:

• a named corporation, such as "Maple Software Inc."; or
• a numbered corporation, which uses its corporation number as its name, such as "1234567 Canada Inc.", and can trade under a business name.

A named corporation needs:

• a distinctive element (not just a generic description);
• a descriptive element describing the business;
• a legal ending such as Inc., Ltd., Corp. or their French equivalents; and
• for federal incorporation, a NUANS report (a name search report comparing your name with existing names and trademarks), unless you're incorporating a numbered company.

Our Global Finder links to Corporations Canada and each provincial registry, so you can check existing names first.

Step 2: Decide directors and shareholders

• A corporation needs at least one director.
• Directors must be individuals, at least 18, of sound mind and not bankrupt.
• Residency: the CBCA and some provinces have historically required a portion of directors to be resident Canadians, while others, such as Ontario (since 2021) and British Columbia, have no such requirement. Check the current rule for your chosen jurisdiction before you appoint directors.
• Shareholders can be individuals or companies from anywhere.

Step 3: Prepare the articles of incorporation

The articles set out the corporation's basic structure:

• name (or numbered);
• province where the registered office will be;
• classes and maximum number of shares the corporation may issue;
• any restrictions on share transfers (common for private corporations);
• the number of directors (fixed or a minimum and maximum); and
• any restrictions on the business.

Most small corporations use a single class of common shares with unlimited number and transfer restrictions.

Step 4: File and pay

For a federal corporation, file online through Corporations Canada's Online Filing Centre with:

• the articles of incorporation;
• the initial registered office address;
• the first directors; and
• the NUANS report for a named corporation.

Check the current filing fee on the Corporations Canada website. Online filings are often processed quickly, sometimes the same day.

Provincial incorporations follow a similar process through the provincial registry, each with its own forms and fees.

Step 5: Organise the corporation

After incorporation, the directors and shareholders typically:

• adopt by-laws (the internal rules);
• issue shares and record them in the securities register;
• appoint officers (president, secretary);
• set the financial year end; and
• keep a minute book with the articles, by-laws, resolutions and registers.

Banks ask for the minute book when you open an account.

Step 6: Register for a Business Number and tax accounts

The Business Number (BN) is your corporation's identifier with the Canada Revenue Agency (CRA). Federal and many provincial incorporations issue a BN automatically. You then add program accounts as needed:

Check the current GST/HST small supplier rules on Canada.ca.

Step 7: Register in other provinces

If the corporation carries on business in a province other than the one it was formed in (for example an office, staff or a warehouse there), it usually needs extra-provincial registration in that province. This includes a federal corporation registering in the province of its head office.

Individuals with significant control (ISC)

Federal corporations must keep a register of individuals with significant control, generally people who own or control 25% or more of the shares or votes, or who have direct or indirect influence that would result in control. Since January 2024, federal corporations must also file ISC information with Corporations Canada, which makes some of it publicly searchable. Many provinces have similar transparency registers. Our guide on who owns a company explains how ownership registers work in the UK, which is a similar concept.

Ongoing filings

Failing to file annual returns can lead to the corporation being dissolved by the registry.

Incorporating as a non-resident

Non-residents can own Canadian corporations, but there are practical hurdles:

• Director residency rules in some jurisdictions may require a resident Canadian director; choose a jurisdiction without this requirement if none of your directors live in Canada.
• Registered office: you need a physical address in the province of the registered office.
• Bank account: Canadian banks often require an in-person visit. See our guide on how to open a business bank account in the US, UK and Canada.
• Tax residency: a corporation incorporated in Canada is generally Canadian tax resident. Take advice on both Canadian and home-country tax.

Biz E-Formations Inc. offers federal and provincial incorporation in Canada, registered office services and help preparing business bank account applications.

Step-by-step summary

1. Decide federal or provincial.
2. Choose a name (and get a NUANS report) or go numbered.
3. Confirm directors, checking residency rules.
4. Prepare articles of incorporation.
5. File and pay the fee.
6. Adopt by-laws, issue shares and set up the minute book.
7. Get the Business Number and program accounts.
8. Register extra-provincially where needed.
9. Set up the ISC register and file it if federal.
10. Diary the annual return and T2 deadlines.

Common mistakes

1. Assuming federal incorporation avoids provincial registration. You still register where you carry on business.
2. Skipping the NUANS report for a named federal corporation.
3. Appointing only non-resident directors in a jurisdiction that requires resident Canadians.
4. No minute book, so banks and investors can't verify the corporation.
5. Missing the annual return, risking dissolution.
6. Forgetting GST/HST registration once sales pass the threshold.

Practical scenarios

A software start-up selling nationally

Two founders incorporated federally to protect the name across Canada, got a NUANS report, registered extra-provincially in Ontario where their office is, and registered for GST/HST before their first sales.

A local contractor

A Vancouver contractor incorporated provincially in British Columbia, as all work is in BC, and registered for GST and payroll.

A US founder entering Canada

A US entrepreneur chose a jurisdiction without a resident-director requirement, used a registered office service, and booked a bank appointment in Toronto with the minute book and two pieces of ID.

Checklist

How to incorporate in Canada: choosing a province

If you incorporate provincially, or need a registered office province for a federal corporation, consider:

Where your business actually operates usually matters more than small differences in fees, because you'll need extra-provincial registration wherever you carry on business.

Share structure and the minute book

Canadian private corporations commonly authorise an unlimited number of one or more classes of shares, then issue a small number at incorporation. Typical structures include:

• one class of common shares for a simple owner-managed company;
• multiple classes (for example voting and non-voting, or different dividend rights) for family companies and tax planning; and
• preferred shares for investors or estate freezes.

Whatever you choose, record every issue and transfer in the securities register and keep resolutions in the minute book. Banks, accountants, buyers and the CRA may all ask to see it.

Corporate tax basics

Canadian-controlled private corporations (CCPCs) can claim the small business deduction, which reduces the federal rate on active business income up to the business limit, and provinces have their own small business rates. Corporations that aren't CCPCs, for example those controlled by non-residents, don't qualify for the small business deduction and pay the general rate. Check the current federal and provincial rates on Canada.ca, and take advice on how ownership affects CCPC status.

Costs to budget for

Shareholder agreements

If there's more than one shareholder, a unanimous shareholder agreement or a standard shareholder agreement sets out how decisions are made, how shares can be transferred, what happens if a shareholder leaves or dies, and how disputes are resolved. In Canada, a unanimous shareholder agreement can also take powers away from the directors and give them to the shareholders, which changes who has legal responsibility, so take legal advice.

Directors' responsibilities

Directors of Canadian corporations have duties to act honestly and in good faith with a view to the best interests of the corporation, and to exercise the care, diligence and skill of a reasonably prudent person. They can also be personally liable for certain unpaid amounts, such as employee wages and some unremitted source deductions and GST/HST. Keep payroll and sales tax remittances up to date.

Banking for a new Canadian corporation

To open a business account, bring:

• the certificate and articles of incorporation;
• the Business Number;
• the by-laws and a resolution authorising the account and signing officers;
• the ISC register and ownership details; and
• two pieces of ID for each signer and significant owner.

Our guide on how to open a business bank account in the US, UK and Canada compares what each country's banks ask for.

Timeline at a glance

Closing or changing the corporation later

• Change of directors, address or ISC: file with the registry within its deadline.
• Continuance: a corporation can usually move from one jurisdiction to another (for example from a province to federal) by continuance, rather than forming a new corporation.
• Dissolution: file articles of dissolution after settling debts and distributing assets, file final tax returns, and close CRA program accounts.

Sole proprietorship, partnership or corporation?

Many Canadian businesses start as sole proprietorships and incorporate later. Compare:

Incorporating usually makes sense when profits are high enough that leaving money in the corporation at its lower tax rate helps, or when liability protection matters. An accountant can model the numbers for your situation.

Moving an existing business into a corporation

If you already trade as a sole proprietor, moving the business into a new corporation involves:

1. Incorporating the corporation.
2. Transferring the business assets, contracts and goodwill to it, often on a tax-deferred basis using a section 85 rollover, with professional advice.
3. Registering the corporation for GST/HST and payroll, and closing or updating the sole proprietor's accounts.
4. Updating contracts, licences, insurance and bank accounts into the corporation's name.

Quebec: extra points to note

Quebec has its own registry, the Registraire des entreprises, its own corporate tax administered by Revenu Québec, and French-language requirements:

• business names generally need a French version;
• some documents and signage must be available in French; and
• corporations registered in Quebec file an annual updating declaration with the Quebec registry.

If you incorporate federally but operate in Quebec, you still register with the Quebec registry.

Practical scenarios

An online store run from Toronto

A founder incorporated provincially in Ontario, registered for GST/HST once sales passed the small supplier threshold, and set up payroll to pay themselves a salary. Because all operations are in Ontario, no extra-provincial registrations were needed.

A consulting firm with clients nationwide

Two consultants incorporated federally for national name protection, set the registered office in British Columbia, registered extra-provincially in BC and Alberta where they have staff, and adopted a shareholder agreement covering exits and decision-making.

A UK company expanding into Canada

A UK company considered opening a branch but chose to incorporate a Canadian subsidiary instead, to separate liability and simplify Canadian tax filings. The subsidiary's ISC register shows the UK company's ultimate individual owners.

Keeping your corporation in good standing

A Canadian corporation stays in good standing by filing on time and keeping its records current:

• Annual return with the federal or provincial registry each year, even if nothing has changed.
• Changes to directors, registered office and, for federal corporations, ISC information, filed within the registry's deadline.
• T2 return within six months of year end, with tax paid by the earlier balance-due date.
• GST/HST and payroll filings and remittances on schedule.
• Minute book updated with annual resolutions approving the financial statements and appointing directors and the accountant (or waiving the audit where permitted).

A corporation that stops filing annual returns can be dissolved by the registry, and reviving it later takes time and fees.

Records to keep at the registered office

A corporation must keep its corporate records at its registered office (or another place the directors decide), including the articles and by-laws, minutes of meetings and resolutions of shareholders and directors, the register of directors, the securities register and the ISC register. Accounting records must also be kept for the period required by the CRA, generally at least six years. Good records make audits, sales and due diligence much quicker.

Questions to ask before incorporating

1. Will you operate in one province or several?
2. Is your preferred name available, and do you need a NUANS report?
3. Do your directors meet the residency rules of your chosen jurisdiction?
4. What share structure suits the owners now and in the future?
5. Do you need a shareholder agreement?
6. Who will keep the minute book and file the annual return?
7. When will you need GST/HST and payroll registration?

Biz E-Formations Inc. can help you answer these and handle the incorporation, registered office and bank account preparation.

Key takeaways

• Choose federal incorporation for national name protection; provincial if you'll operate in one province.
• Get a NUANS report for a named federal corporation, or incorporate a numbered company.
• Check director residency rules for your jurisdiction.
• Keep a complete minute book, securities register and ISC register.
• Register extra-provincially wherever you carry on business, and file the annual return and T2 on time.

Related guides

• How to open a business bank account in the US, UK and Canada
• How to form a US LLC
• How to form a UK limited company
• Canada company search: federal and provincial registries

The bottom line

Incorporate federally if you want national name protection and plan to operate across Canada; incorporate provincially if you'll stay in one province. Check name availability, director residency rules and the ISC requirements, file the articles, organise the minute book, get your Business Number and tax accounts, register in other provinces where you carry on business, and keep up with the annual return and T2.