Incorporating in Ontario: a no-BS guide for founders

Thinking about a numbered company, a slick brand name, or finally getting that minute book in order? Here’s the plain-English playbook we give our own clients - so you can choose faster, file cleanly, and avoid the messy fixes later.

1) Should you incorporate yet?

Good reasons to incorporate

• Liability shield: separates personal assets from business debts and most contract risk.

• Credibility + continuity: banks, suppliers, and partners tend to prefer companies; ownership is easier to transfer.

• Tax planning (talk to your accountant): dividends vs salary, income splitting (within the rules), and potential lifetime capital gains exemption on qualified shares.

Maybe wait if you have tiny, short-term projects, no outside contracts, and low risk—you can start as a sole prop, then roll into a corporation when the first real customer lands.

2) Named vs numbered (and the NUANS bit)

You can choose a numbered corporation (fastest) or a named corporation (brandable). If you want a name, Ontario requires an Ontario-biased NUANS name search—a federal-biased NUANS won’t be accepted for an Ontario incorporation.

How NUANS works (in 20 seconds): NUANS compares your proposed name to existing corporate names, business names, and trademarks to flag conflicts. NUANS reports are valid for 90 days, so file before it expires.

3) Articles & share structure (keep it future-proof)

• Share classes: Set up at least one class for founders and reserve flexibility for future investors or employee options.

• Restrictions & purposes: Most small corporations keep objects unrestricted and rely on standard corporate powers.

• Professional corporations: If you’re a regulated professional (e.g., lawyer, dentist), your regulator may require specific naming rules and a certificate of authorization—plan extra lead time.

Not sure about share classes? We’ll map them to your goals (solo vs co-founders, future investors, dividends).

4) Minute book & the “significant control” register

After filing, your corporation must keep organized records: by-laws, director/officer resolutions, share issuances, registers/ledgers, and since recent reforms, a register of individuals with significant control (beneficial owners) at the registered or records office.

Think of the minute book as your company’s medical chart: if it’s missing or messy, banks and buyers get nervous (and deals slow down).

5) Your CRA Business Number (BN) & program accounts

In Ontario, when you incorporate through the province, you’re issued a CRA Business Number (BN) and a corporation income tax (RC) account automatically. You may still need to add HST and/or payroll program accounts depending on your operations.

6) Your Ontario Business Registry (OBR) profile & Company Key

You’ll manage corporate filings in the Ontario Business Registry with a 9-digit Company Key linked to your My Ontario Account. Keep that key safe; it’s how you (or your lawyer) file changes and annuals online.

7) The (boring but important) Annual Return

Ontario corporations file an Annual Return through the OBR—CRA stopped accepting Ontario corporate annuals. The deadline is within 6 months after your fiscal year-end. Add a calendar reminder now.

8) Timeline & cost - what to expect

• Numbered corp: often same-day filing; organize the company (by-laws, share issuances, registers) right after.

• Named corp: add time for NUANS and any name tweaks; NUANS expires in 90 days.

• Banks: many now accept digital minute books; they’ll still ask for director/officer lists and share registers.

• Add-ons: BN/HST/payroll registrations, extra share classes, or shareholder agreements may add a few days.

9) Common mistakes (and how we avoid them)

• Name first, strategy second: We run NUANS early and sanity-check for trademark conflicts before you print the sign.

• No share issuances recorded: We issue and document founder shares immediately—no “ghost cap tables.”

• Forgetting significant-control details: We build the register and keep it with the minute book from day one.

• Losing the Company Key: We store it securely and connect your profile so filings don’t stall.

How Vanguard Law handles incorporations

Flat fee. Articles filed via OBR, digital minute book delivered, beneficial-ownership register set up, and (if you need it) BN/HST/payroll handled. Then we walk you through bank-ready docs and your first compliance deadlines.

Ready to incorporate? Book a 15-minute intake and we’ll recommend numbered vs named, share classes, and the fastest clean path for your situation.