Federal Incorporation

Last updated April 3, 2024

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Canadian federal incorporation refers to the process of registering a business with the Government of Canada. 

In Canada, you can register a business at either the federal or provincial/territorial level. Federal incorporation means that the business is registered under the laws and regulations of the federal government, allowing it to operate across all Canadian provinces and territories.

We review your submitted answers for grammar, spelling, and completeness. However, we do not offer legal reviews or legal advice. If you need specific advice for your business, please consult an attorney.

We’ll file your incorporation as soon as possible. It’s often a quick process, with the turnaround for some incorporations being less than one business day. If there is incomplete information or a need for clarification, we will contact you directly and await your direction. This may delay filing your application.

After filing your incorporation, we’ll register it for you:

• Numbered Corporation registration should take 1-3 business days.
• Named Corporation registration should take 4-7 business days. 

If there’s a problem with the name you selected, your registration might take longer.

Can I make changes to my incorporation once I have ordered?

Once LawDepot reviews your order, we submit it for registration within one business day. If you need to change your order, please immediately contact LawDepot technical support. We’ll do what’s possible to stop your order, but you can presume all orders are final.

How much does federal incorporation cost?

Here’s a breakdown of all that’s included in our incorporation services.

Required for federal incorporation:

You can also add any of these optional products to your order:

Finally, select a service level to file your incorporation documents with the government:

LawDepot’s template takes the guesswork out of the incorporation process. Our questionnaire walks you through each step and asks you to provide the necessary information. We’ll ensure that you meet all requirements to incorporate your business. 

The steps to incorporate federally are as follows:

Step 1: Name and describe your corporation

Choose a name to identify your corporation legally. Your corporation’s name should be three things:

1. Distinctive: it should contain a unique element that differentiates the corporation from others 
2. Descriptive: it should describe what the corporation does or is
3. Legal: there must be a legal suffix at the end (e.g., Ltd., Inc. or Corp.)

While it’s not a legal requirement, there are marketing and trademark advantages to a distinctive and descriptive name. At a minimum, the name MUST end with one of the suffixes and not use any words or expressions prohibited by regulation. 

To be distinctive, it’s common for businesses to make up words. For example, they may take two descriptive words, smash them together, and create something uniquely new. If you use an acronym or a made-up word, our questionnaire asks you to explain the meaning behind the distinctive element.

Alternatively, you can choose to use a number as a name for your corporation. If you choose this option, the Corporate Registry will assign you a number. The name of a numbered corporation will consist of three parts:

1. An assigned number, i.e. 1111111.
2. The word “Canada"
3. Your choice of suffix (e.g., Ltd., Inc., or Corp.) 

In the above example, the name of the Numbered Corporation is 1111111 Canada Ltd. 

If you choose to name your corporation later, your incorporated name is valid across Canada. 

Our questionnaire also asks you to describe your business purpose, the types of customers you wish to attract, and any similar names or trademarks you’ve registered.

Step 2: Provide a registered office address

The corporation's registered office address should be a property located in Canada that can receive legal notices and documents. The registered office address cannot be a P.O. box. 

Step 3: Select a contact person and directors 

Name a person for LawDepot staff, registry agents, or the Canadian Government to contact if more information is needed to complete the incorporation process.

Then it's time to select your directors. The company’s shareholders should meet to elect at least one director to conduct the company’s affairs. All your directors must be adults, and at least one-quarter of them must be Canadian residents. However, if a corporation has less than four directors, at least one director must be a Canadian resident.

The directors may also appoint officers (such as a president, treasurer, and secretary) to be in charge of specific management functions. 

Step 4: Designate shares and obtain a Corporate Minute Book

Next, consider how your company will issue shares to its shareholders. Most corporations have one type (or class) of share. However, it’s possible to issue different types of shares with different voting rights. This practice allows the owners to attract investment without diluting the voting strength of their shares. As a result, the owners can keep control of the corporation’s management.

You’ll need to decide on an initial price for each share, and the number of different share classes (class A, B, and C) your company will start with. Lastly, you must name the company shareholders and the number of shares that each person owns. This information is part of your company Minute Book.

You need a Minute Book to meet legal requirements and run your corporation effectively.

Add a Minute Book to your LawDepot Incorporation to organize ownership percentages, annual returns, details of directors, and company resolutions.  

Step 5: Register corporate accounts as needed

Depending on your business, you may need to register for:

• GST or HST if you generate over $ 30,000 in annual sales
• A payroll account when you have employees
• An import/export licence when importing or exporting goods to or from Canada
• Provincial sales tax may be required in a province where you sell most of your products/services in
• A Workers’ Compensation Account (this is mandatory for construction businesses in Ontario, even if you have no employees)

If you're unsure which accounts you'll need, consider speaking to a corporate accountant or lawyer.

While both options allow your business to become a corporation, federal incorporation typically costs more and requires more paperwork. However, federal incorporation makes things easier if your corporation expands outside of your home province by:

• Ensuring your business can use the same name across Canada
• Reducing marketing costs

If a provincially incorporated business uses the same name as your federally incorporated business, you’ll still be able to operate under that same name. 

For example, if you federally incorporate a business named Fresh Flowers Ltd. and you expand into Ontario, where there’s already a Fresh Flowers Ltd., you won’t need to change your name to enter the new market. This makes marketing campaigns easier to produce and distribute.

As a general rule, if you plan to operate in only one province you should consider incorporating provincially. On the other hand, you may want to incorporate federally if you plan to operate in more than one province.

In addition to our federal incorporation, LawDepot also offers provincial incorporation services in:

• Alberta
• British Columbia
• Ontario
• Saskatchewan

LawDepot’s Federal Incorporation service is currently restricted to for-profit businesses seeking to incorporate with the Government of Canada.

You don’t need a lawyer to incorporate your business. However, if you have specific questions about your business or the incorporation process, you can consult a lawyer before forming a corporation.

Related Documents

• Alberta Incorporation : This service comes with assistance with name reservation and registration with the government of Alberta.
• British Columbia Incorporation : This service comes with assistance with name reservation and registration with the government of British Columbia.
• Business Plan: Outline the goals of a new or existing business, including marketing plans, financial requirements, and operational aspects.
• Corporate Name Search: Ensure a proposed corporate name has not been trademarked by searching databases for similar or identical business names.
• Corporate Supplies: Include a custom minute book, corporate seals, or share certificates for your company.
• Corporate Bylaws: Describe the rules that govern the internal management of a corporation.
• Minute Books Rights of Inspection: Set out which corporate documents are available to directors, shareholders, creditors, and the general public.
• Ontario Incorporation : This service comes with assistance with name reservation and registration with the government of Ontario.
• Saskatchewan Incorporation : This service comes with assistance with name reservation and registration with the government of Saskatchewan.
• SWOT Analysis: Use this strategic planning tool to evaluate strengths, weaknesses, opportunities, and threats.

Related Articles

• Complete Guide to Managing Your Corporate Proceedings

Sample

Federal Incorporation

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