Toronto, ON - M5E 1J8
How to start a business
STEP 1: NAME YOUR CORPORATION
- Before initiating the incorporation process, you must have a name for it. name your corporation.
- Each corporation must have a name; known as the corporative name. The name should be distinctive and not lead to confusion or error with other businesses or organizations’ names. In general, the corporative name is distinctive as long as it does not make them think of another company. Corporations Canada practices very rigorous standards in giving out names.
- If you want a numbered name* (this is still considered a corporate name) for your company, proceed to step 2. The process for obtaining a numbered name for your company is part of the process of completing the articles of incorporation.
- If you want to choose a corporate name, you first need to conduct a Nuans name search. Note that a Nuans name search report for the proposed name must not be more than 90 days old.
- You can obtain pre-approval of your corporate name before you file your articles of incorporation, or request approval at the time of filing.
STEP 2: COMPLETING ARTICLES OF INCORPORATION
This step establishes the structure of your corporation. However, you can apply to change the structure or your corporation once you are operating.
Your articles of incorporation will need to be signed by the incorporator(s). If an incorporator is a company or other incorporated body, the articles must be signed by an individual authorized by that body. Note that changes to the approved articles can only be made by amendment. The fee for amending articles $200.00.
If you complete Form 1, you need to state:
- Your proposed corporate name (leave a blank space if you want to proceed with a numbered name)
- Your corporation’s province or territory in Canada
- Your share structure and any restrictions on share transfers (see The share structure of your corporation)
- Your corporation’s number of directors
- Any restrictions you might want to set for your business or business activities
- Any other provisions (See Item 7: Other provisions, if any).
Language of the articles
- The articles can be in the official language of your choice. This means they may be:
- In a format that uses either official language ( French or English )
- In a format that employs both English and French
- In a fully bilingual format, using both official languages equally.
STEP 3: ESTABLISHING THE INITIAL REGISTERED OFFICE ADDRESS AND FIRST BOARD OF DIRECTORS
The registered office address is where you must keep your corporate records and where official documents will be served on the corporation. Choose an address where you will be sure to receive any documents that are sent there since, legally, they will be assumed to have been received by the corporation. Information about the registered office address is corporate information, and as such is required to be made public.
Make sure the directors meet the eligibility requirements (see Director requirements). Information about directors is corporate information, and as such, is required to be made public.
For more information on public disclosure for both the registered office address and the director, see Public disclosure of corporate information.
If you incorporate online, this step is part of your incorporation process. If you complete Form 2, you need to state:
- The same corporate name you provided in your articles of incorporation (leave it blank if you want to be assigned a numbered name)
- The street address of your corporation’s registered office in Canada (include a mailing address if you would like to receive unofficial documents at a different address)
- The first name, last name and address of each director (indicate whether or not each director is a resident Canadian).
Adding the director’s information allows Corporations Canada and others to send notices to the directors if required. As with your articles of incorporation, the form will need to be signed by the incorporators.
If you need to correct information on a form that you have already filed, see Policy on requests for corrections of Forms 2,3,6 and 22 – Canada Business Corporations Act.
STEP 4: FILING THE APPROPRIATE FORMS AND PAYING THE FEE
Corporations Canada offers several methods of filing (see How do I file my application under the Canada Business Corporations Act (CBCA)?) your request for a certificate of incorporation, sent to Corporations Canada, must also include the filing fee (see Services, fees and turnaround times – CBCA).
Corporations Canada does not acknowledge receipt of applications, except for online applications.
Don’t forget that you have to fulfill other obligations once you are incorporated (see Completing provincial and territorial registration and other requirements).
STEP 5: PROCESSING YOUR APPLICATION
Corporations Canada will make sure your articles of incorporation have been properly completed and that the proposed name is acceptable. An application is complete if:
- It includes all the necessary documents
- The forms are complete and signed, and
- The fee is included.
If any of these things are missing, your application will be considered incomplete. Occasionally, Corporations Canada receives an application for a corporation that does not actually exist in the legal sense (for ex., it is dissolved or has moved to another jurisdiction). In those cases, the application is considered invalid. If your application is complete and valid, with no additional information needed, you will receive your certificate of incorporation within the turnaround time (see Services, fees and turnaround times – CBCA) for your method of filing.
Corporations Canada sometimes needs more information for your submitted application. This additional information is needed to properly determine whether your application meets the requirements of the legislation. For example, Corporations Canada often requires more information about the corporate name you are proposing.
Your certificate of incorporation will show the corporate name, the corporation number and the date of incorporation, along with your articles of incorporation. You will also receive a corporation information sheet that includes your corporation key. When used with a corporation number, a corporate name or a business number, a corporation key allows you to carry out certain online transactions.
The date of incorporation is the date on which Corporations Canada receives the articles of incorporation and the fees. For administrative purposes, you can request a later incorporation date when you file your articles. Since it is mandatory for certain legal elements to be written with a period (Ltd., In., Corp. and S.A.R.F.), Corporations Canada will add one if it is not already included in a proposed corporate name.