Incorporation FAQ - Canada-ON


GeneralCorporationsContact PersonCorporate NameCorporate AddressTerminologyArticles of IncorporationOther Ontario Corporate Services
General
Can I complete the incorporation process by myself, without using LawDepot?

Yes, you can incorporate without the assistance of LawDepot.com. The Ministry of Government Services branch of the Government of Ontario will accept completed forms necessary for incorporating in person, and by mail. However, you will not likely receive assistance from the Government:

  • in determining which documents need to be completed;
  • in preparing your Articles of Incorporation, and additional forms that are necessary for the incorporation process;
  • with completing the NUANs process; and
  • in reviewing your information for mistakes.

The incorporation process by mail with the Ministry has an estimated wait-time of 4 to 6 weeks.

With LawDepot.com's Ontario Incorporation Package your incorporation is:

  • Quick - the turnaround for some incorporations being less than 1 business day;
  • Easy - with comprehensive customer support via e-mail and phone;
  • Affordable - if you can find an equivalent service online that matches LawDepot's speed, quality, and service, we will beat that price; and
  • Accurate - your information is reviewed for consistency and accuracy where possible. We review your submitted answers for accuracy of grammar, spelling, and completeness. We do not offer legal reviews or legal advice. If you require advice on whether you should and how to incorporate your business, please consult with a local attorney in your area.
How does LawDepot protect privacy and provide leading web security?

LawDepot maintains the security of your information at all times. We use the Secure Socket Layer (SSL) protocol with 128-bit encryption strength to transmit sensitive information. This is the same technology used in transmitting sensitive information by banks, governments, and online businesses such as Amazon.com and eBay. Once information is in our system, it is accessible to authorized LawDepot personnel only. We strictly enforce our privacy policies with our employees and any breach of this policy will result in termination and possible criminal prosecution. For more information please review: www.lawdepot.com/privacy.php.

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

Once LawDepot reviews your order, it will be submitted for registration within 1 business day. If you need to change your order, please immediately contact LawDepot technical support by telephone, 1-866-608-1020 (toll-free North America). We will make best efforts to stop your order, but all orders should be considered final.

Back to Incorporation: Ontario, Alberta, BC, Federal, Saskatchewan.
Does LawDepot review my submitted answers for accuracy?

Yes, LawDepot does review submitted answers for accuracy of spelling, grammar, completeness and consistency. LawDepot does not check, nor offer reviews of legal completeness, accuracy or offer legal advice of any nature. If you require advice on whether you should and how to incorporate your business, please consult with a local attorney in your area.

How long will my registration take?

We will file your incorporation package as soon as possible.

  • Numbered Corporation - registration should take 1-2 business days.
  • Named Corporation - registration should take 2-4 business days. Of course, if there is a problem with the name or names you have selected, your registration might take longer.
After my incorporation has been filed, are there any more requirements?

You must file an initial annual return within 60 days of incorporation with the Government of Ontario.

Corporations
What is a corporation?

A corporation is a business entity considered to be a legal person that is distinct from the shareholders who own it. A corporation can borrow money, pay taxes, hire employees, commence or be subject to a lawsuit, and own property. The shareholders may participate in the corporate profits through the payment of dividends.

What are the advantages and disadvantages of a corporation when compared to other business entities?

The biggest advantage of an incorporation is limited liability for shareholders. Under law, a corporation is considered to be a legal person that is distinct from the shareholders who own it. This means that individual shareholders are not personally liable for the debts and obligations of the corporation. If a corporation fails, the shareholders will lose the amount of equity invested with their shares. One disadvantage of a corporation is that income is taxed at two levels: first on income for the corporate entity, and then at the shareholder level where shareholders are taxed on any dividends they have received.

Can I use LawDepot’s Incorporation Package to start a non-profit society or charity?

LawDepot’s Ontario Incorporation Package is currently restricted to for-profit businesses seeking to incorporate with the Government of Ontario.

Back to Incorporation: Ontario, Alberta, BC, Federal, Saskatchewan.
Contact Person
Who is (are) the contact person(s)?

A contact person is a person who authorizes registration of this corporation. The contact person may be contacted by LawDepot staff, Registry Agents, or the Government of Ontario if additional details are required regarding this incorporation. You only require one contact person, but you may provide information for up to ten contact people.

Corporate Name
What is a Numbered Corporation?

A Numbered Corporation is a corporation that has been assigned a number as a corporate name. The name of a Numbered Corporation will consist of three parts:

  1. An assigned number, i.e. 1111111.
  2. The word “Ontario"
  3. Your choice of suffix (Limited, Limitee, Incorporated, Incorporee, Corporation, Ltd., Inc. or Corp.) i.e. Ltd.

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

What is a Named Corporation?

A Named Corporation is a corporation that has had a name selected for it by its incorporator(s) and/or director(s). The name should ideally consist of three parts:

  1. A distinctive element, i.e. XYZ.
  2. A term that describes the business dealings of the corporation, i.e. Distribution.
  3. Your choice of suffix (Limited, Incorporated, Corporation, Ltd., Inc. or Corp.), i.e. Ltd.

In the above example, the corporation’s name would be XYZ Distribution Ltd.

While there are marketing and trademark advantages that the name contain a distinctive element and describe the business dealings of the Corporation, there is no legal requirement for either. At a bare minimum, the name MUST end with one of the suffixes (Limited, Incorporated, Corporation, Ltd., Inc. or Corp.), be unique and not use any words or expressions prohibited by regulation. The first character of the name of a corporation must be an Arabic numeral or alphabetic letter of the English language.

Each corporation must have a unique name. Before a selected corporate name can be registered, it must first be searched in the NUANS database to see if it is unique.

Generally, no corporation may have a name that:

  • is too general
  • is only descriptive, in any language, of the quality, function or other characteristics of the goods or services in which the Corporation deals or intends to deal
  • is primarily or only the name or surname of an individual who is living or has died in the last 30 years
  • consists primarily or only of a geographic name
Back to Incorporation: Ontario, Alberta, BC, Federal, Saskatchewan.
What difference must exist for a name to be unique?

A Corporation name is not unique if it is different merely due to:

  • the addition or deletion of punctuation marks or spaces,
  • the insertion or removal of a year in the name,
  • the addition or deletion of the word “company” or its abbreviation,
  • the substitution of a word for its abbreviation or an abbreviation for the word,
  • the substitution of a word for its homonym,
  • the addition or deletion of an article, or
  • any other change that does not produce a phonetic difference between the name and the name of the corporate person or dissolved body corporate.
What is a Professional Corporation?

A Professional Corporation is another type of Named Corporation, where the corporation is specifically formed for one of the following types of professions: medicine, optometry, dentistry, law, chiropractic, or accounting.

A Professional Corporation’s name should have the name of the practitioner, followed by the term ‘Professional Corporation’, i.e. Sam Jones Professional Corporation. Alternatively, you can add a professional descriptor (such as Legal, Law, Medical, Dental) between "Professional" and "Corporation", i.e. Sam Jones Professional Law Corporation.

Please note that LawDepot does NOT currently incorporate professional corporations.

What is NUANS?

The Newly Updated Automated Name Search (NUANS) is a computerized search system that compares a proposed corporate name or trade-mark with databases of existing corporate bodies and trademarks. NUANS software and data is the property of Industry Canada. A NUANS search produces a list of names that are the most similar to your proposed name. If you are requesting a Named Corporation, LawDepot will automatically order a NUANS search for you. You can search up to three names with each NUANS search included in your LawDepot Incorporation Package.

Is the $49 NUANS fee for each name I select, or for a total of up to 3 names?

The $49 NUANS fee allows for you to search up to 3 names. You will be given the results of your names searches, and then you may register one of them to be the name of your corporation.

What must I avoid when naming my corporation?

In Ontario, a Named Corporation cannot contain the following prohibited elements:

  • An obscene word or wording.
  • The words “Co-op”, “Co-operative” or any other variations thereof, such as “Co Op”, etc.
  • The word “Housing”.
  • The word “Association”.
  • Any wording that implies that the corporation is a subsidiary of or is otherwise related to the Federal Government or the Government of Ontario, i.e. Government of Ontario Drapes Ltd.

Furthermore, the name of a Corporation cannot be deceptive and cannot confuse or mislead the public as to the nature of the company. For example, a company that manufactures only rodent poison would most likely be rejected if it applied for the corporate name “Happy Sunshine Food Ltd.”

Back to Incorporation: Ontario, Alberta, BC, Federal, Saskatchewan.
Can a Named Corporation contain special characters?

A Named Corporation can contain special characters, such as exclamation marks and ampersands. However, special characters cannot be overused and the name cannot begin with a special character. For example, Kablam! Demolition Inc. might be approved, whereas !Kablam Demolition Inc. and K@BL@M!!! Demolition Inc. would probably be rejected.

What happens if the name I choose is already registered?

If the name you choose is already registered, your proposed name will be rejected. In this case, LawDepot will ask you to either choose a new name for your Named Corporation, select to have a Numbered Corporation, or cancel your incorporation filing with LawDepot. You will not be charged to have your corporation filed until it has passed the NUANS search and you have given your approval. However, the NUANS search fee is non-refundable and you will be subject to a new fee for every NUANS search you request.

You can search up to three names with each NUANS search.

What if the name I choose is similar to another Named Corporation?

If your proposed name is not identical to another Named Corporation, but it is so similar that it could cause confusion, it will most likely be rejected. For example, if Light Speed Printing Ltd. already exists, Lightening Speed Printing Limited and Lite-and-Fast Speed Printing Ltd. will most likely be rejected. Even if a name is not rejected, you should still consider the potential confusion and aggravation that a similar name could cause. LawDepot will send your NUANS search results back to you before it registers your Named Corporation, allowing you to choose another name if you feel your proposed name is too similar to an existing Named Corporation.

Is a Corporate Name the same as a Trademark?

No – a corporate name is not a trademark. A trademark is a distinctive sign, design or logo that distinguishes goods, wares, and services from that of competitors. While a corporate name may become a trademark through application or use, its registration alone does not establish a trademark.

Is my Corporate Name registered throughout the world or just Ontario?

Your Corporate Name will be registered with the Government of Ontario.

Why would I choose a Numbered Corporation instead of a Named Corporation?

You might choose a Numbered Corporation instead of a Named Corporation if:

  1. A Named Corporation is not important for marketing your products or services.
  2. You use or plan to use a trade name that is different from your corporate name.
  3. You do not wish to conduct a NUANS database search.
  4. You plan on choosing a name for your corporation at a future time.
Can I change a Numbered Corporation to a Named Corporation at a later time?

Yes. You can change a Numbered Corporation to a Named Corporation at a future time by creating and filing an articles of Amendment (form 3). However, there is a $150.00 government fee for filing the articles of amendment and your total cost will range from $250 to $400 depending on whether you want new minutes books or share certificates. Please be aware that LawDepot does not currently offer this service.

Back to Incorporation: Ontario, Alberta, BC, Federal, Saskatchewan.
Corporate Address
What is a registered office?

A corporation’s registered address is usually the place of business where the corporation is located and which is ordinarily available to the public. It doesn't have to be an office of the corporation, but a copy of the records of the corporation (articles of incorporation and bylaws, with amendments, unanimous shareholder agreement, minutes, copies of financial statements, etc.) must be available there. The address can not be a post office box.

Terminology
What is a Resident Canadian?

“Resident Canadian” means a natural person who is:

  1. a Canadian citizen ordinarily resident in Canada,
  2. a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or
  3. a permanent resident within the meaning of the Immigration Act (Canada) and ordinarily resident in Canada.
What is an Incorporator?

The incorporator is the person or persons who organize the corporation and file the Articles of Incorporation. Once the filing is complete the incorporator's function is complete and afterwards the management of the corporation is performed by the directors, subject to ratification by the shareholders.

What is a Director?

A director is a person who is elected by either the incorporators or the shareholders of a corporation to conduct the affairs of the company.

What are the limitations on who can be a Director?

According to the Ontario Business Corporations Act, a Director cannot be:

  1. A person who is less than eighteen years of age.
  2. A person who has been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property or who has been found to be incapable by a court in Canada or elsewhere.
  3. A person who is not an individual (i.e. a corporation)
  4. A person who has the status of bankrupt. R.S.O. 1990, c. B.16, s. 118 (1); 2006, c. 34, Sched. B, s. 19 (1).
What is a Shareholder?

A shareholder is a person, business entity or institution that owns at least one share in a corporation. Shareholders are the actual owners of the corporation. As owners, the shareholders have the potential to profit if the corporation is doing well but also the potential to lose their investments if the corporation’s fortunes decline. A shareholder is not personally liable for the debts and obligations of the corporation.

Back to Incorporation: Ontario, Alberta, BC, Federal, Saskatchewan.
Does a Shareholder have to be 18 or older?

No, a shareholder does not have to be 18 or older. However, you should be careful, as the laws regarding underage shareholders may be complex. If you plan to list someone under the age of 18 as a shareholder, you might want to contact a local attorney who can give you legal advice based on your specific situation.

What is an Officer?

An Officer is someone who ordinarily works in the management functions of the corporation. An Officer does not need to be a Shareholder or Director, and is appointed and reports to the Directors of a corporation.

Can a Director be an Officer?

Yes, a director can be appointed to any office of the corporation.

Can a person be appointed to more than one office?

Yes, one person can hold two or more offices of the corporation.

What are common Officer titles?

Typically officers in a corporation will have such titles as: President, Vice-President, Treasurer, and Secretary. Larger corporations may have a management structure that includes offices such as: Chief Executive Officer, Chief Financial Officer, and Chief Legal Officer.

What is a President?

A president is an executive officer of a corporation and is usually responsible for the day-to-day operations of the corporation. The president will report to the board of directors.

What is a Treasurer?

A treasurer is an executive officer of a corporation responsible for supervising the accounting functions of the corporation and for keeping accurate and current financial records for the corporation.

What is a Secretary?

A secretary is an executive officer of a corporation who is responsible for maintaining records of the corporation such as minutes of meetings, shareholders lists, etc.

What is the incorporation date?

The incorporation date is the date that the contact person authorizes the filing of this Corporation. Typically, it is today's date unless there is some specific reason for wanting the corporation to not exist until a certain day in the future.

Back to Incorporation: Ontario, Alberta, BC, Federal, Saskatchewan.
Articles of Incorporation
What are Articles of Incorporation?

The Articles of Incorporation is a document that is filed by the individuals organizing the corporation. The Articles of Incorporation describe the purpose of the corporation as well as the share structure. The Articles will also list the names of the individuals who are acting as initial directors for the corporation. Any details of share transfer restrictions, and business activities will also be included in the Articles of Incorporation. The actual rules governing the management of the corporation would be contained in a separate document called the Bylaws.

What are the standard details of Articles of Incorporation?

The following are LawDepot's standard details for its articles of incorporation:

  • There is no restriction on the business that the Corporation may carry on.
  • The minimum number of Directors is one (1), with a maximum of ten (10).
  • The Corporation can issues shares without nominal or par value for two classes of shares.
    • Class "A" shares are Voting Common Shares;
    • Class "B" shares are Non-Voting Common Shares;
  • The Corporation is a Private Issuer as deemed by National Instrument 45-106:
    • No share transfers can be made without the consent of the Board of Directors or a Unanimous Shareholders Agreement.
    • Share ownership is restricted to less than 50 individuals, unless specified in law.
    • No shares will be available for sale to the public.
  • The holders of Class "A" Common Shares and Class "B" Common Shares shall be entitled to receive a dividend, when and as specified by the Board of Directors of the Corporation.
Why are the Articles of Incorporation details set the way they are?

From September – December 2007, over 96% of all LawDepot Articles of Incorporation customers in the US and Canada selected nearly the same Articles of Incorporation details shown above. To simplify the incorporation process for you, LawDepot has made these details standard, as they are the most popular and commonly used details.

Other Ontario Corporate Services
What other services can LawDepot.com help me with regarding my new corporation?

LawDepot.com can also help you with the following Ontario corporate services:

  • "filing" your annual return,
  • "filing" your initial return
  • changing your directors or their address,
  • changing your corporation's registered address,
  • changing the number of or minimum and maximum number of directors
  • changing the corporation's name.

You have as little as 15 days to file notice of these changes. For more information as to the time deadlines for making these changes, refer to our LawDepot Corporate Services FAQ.

Back to Incorporation: Ontario, Alberta, BC, Federal, Saskatchewan.


 

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