Looking to make your new business official with the Ontario government? LawDepot’s Ontario Incorporation takes the guesswork out of the incorporation process so your company can be up and running in no time.
Let’s break down the five simple steps for legally incorporating in Ontario.
1. Describe and name your company.
Before you can go any further, Ontario Corporate Registries recommends that you research the market, conduct a SWOT Analysis, and compile a Business Plan. These simple steps help new business owners outline their long-term goals, attract investors, and provide a roadmap for operational success.
Next, your corporation will need a name. Generally, a corporation’s name consists of three elements:
- A distinct element which helps your business stand out from other corporations.
- A descriptive element which indicates which industry your company operates in.
- A mandatory legal element such as Incorporated, Inc., Limited, or Ltd.
Your business can operate as either a named corporation or a numbered corporation.
Named corporations
Named corporations in Ontario must complete an Ontario-biased or weighted NUANS Corporate Name Search to ensure their proposed name is not already in use.
LawDepot will obtain a NUANS report for your proposed name. This report will indicate if the name is unique. If so, your name will be reserved for 90 days.
If your proposed name is not available, a LawDepot representative will contact you with options for proceeding. You can order a new NUANS search for a new name, switch to a numbered corporation, or cancel your incorporation filing.
Each NUANS search fee is non-refundable, regardless of the outcome. Alternatively, you can order a Preliminary Corporate Name Search before beginning the incorporation process.
Numbered corporations
Generally, setting up a numbered company is quicker and cheaper than incorporating a named company since numbered corporations do not require a NUANS report.
If you want a numbered name, the Ontario Corporate Registry will assign you a number during the incorporation process. As a result, your company’s name will be the number, followed by “Ontario” and a legal element. For example, a numbered corporation’s name could be 123456 Ontario Incorporated.
2. Provide a registered office address.
A registered office address indicates where your corporation is located and available to the public. All government notices and documents will be served to this address.
A registered office address must be in the corporation’s home jurisdiction. Crucially, a company’s registered office address cannot be a post office box or a virtual office address.
Remember that your registered office address will be publicly available through the Ontario Corporate Registry. For privacy reasons, a business operating from the home of the principal shareholder may consider using their accountant’s address as their registered office.
Next, you’ll need to name a person for LawDepot staff, registry agents, or the Ontario government to contact if more information is needed during the incorporation process. Please include your contact person’s name, address, phone number, and email address.
Our questionnaire will also ask you to nominate the corporation’s initial director(s). The directors of a corporation are responsible for overseeing the company’s affairs and are answerable to its shareholders. Generally, the corporation’s shareholders will meet to elect at least one director. Directors may also appoint officers, like a president, treasurer, or secretary, to be in charge of specific corporate roles.
Often, the contact person and director are the same individual. However, if this is not the case, make sure to enter every individual's name, address, phone number, and email address.
4. Issue company shares and set up a Corporate Minute Book.
Legally, corporations must have a Minute Book. A Minute Book is a record-keeping device containing crucial information about the corporation’s operations. It organizes share certificates, annual returns, corporate bylaws, director details, and more.
Setting up your Minute Book also includes defining the corporation’s share classes and the initial price per share. As a part of our Incorporation service, you’ll have the option to issue two different share classes for your corporation:
- Class A Voting Common
- Class B Non-Voting Common
Both classes enable shareholders to invest in the corporation, but only Class A Voting shares allow for voting in corporate matters. On the other hand, Class B Non-Voting shares allow corporations to attract investors while maintaining control over key decisions.
You will also have the option for LawDepot to file your corporation’s first annual return. Annual returns are documents filed yearly with the Ontario Corporate Registry, which updates any changes made to the corporation.
5. Finalize your incorporation.
Appointing directors, issuing shares, and selecting a registered office: the main work of incorporating your business is complete!
Now you can select rushed service if needed, add any additional comments, and register for any relevant corporate accounts. This might include registering for:
- GST/HST if you generate over $30,000 in annual sales
- A payroll account if you have employees
- An import/export licence when importing or exporting goods to or from Canada
- A Workers’ Compensation Account
Other final steps in the incorporation process might include drafting additional documents to help manage your business, such as Corporate Bylaws, Share Subscriptions, Director Consents, or a Minute Book Right of Inspection.
