OBCA vs CBCA: which do you use?
OBCA (Ontario)
Ontario Business Corporations Act. Governed by the Ontario government. Cheaper ($360 filing fee). Operates across Canada but name only protected in Ontario. Most small businesses in Ontario choose this route.
Choose this if: you primarily operate in Ontario and want the simplest, most cost-effective structure.
CBCA (Federal)
Canada Business Corporations Act. Governed by Corporations Canada. Higher fees. Name protected nationally. Must also extra-provincially register in Ontario to operate here. Better for coast-to-coast operations or capital raising.
Choose this if: you plan to operate across provinces, raise venture capital, or want national name protection.
For most Ontario sole practitioners, small business owners, and professional corporations, OBCA is the right choice. Federal incorporation adds administrative overhead (extra registration in Ontario, federal annual returns) without meaningful benefit for a single-province operation.
The Ontario incorporation process: step by step
Conduct a name search (NUANS)
Before filing, run a NUANS (Newly Upgraded Automated Name Search) report to confirm the proposed corporate name is available and not confusingly similar to an existing Ontario company. The NUANS report is valid for 90 days. Cost: ~$30–$75 depending on provider. Alternatively, use a number name (e.g., 1234567 Ontario Inc.) to bypass this step.
Prepare the Articles of Incorporation
The Articles set out the corporation's fundamental structure: name, registered office address, number of directors, restrictions on the business (if any), and most importantly — the share structure. Most Ontario small businesses use unlimited common shares (simple) or a mix of common and preference shares (for income splitting with a spouse or for future equity).
File with the Ontario Business Registry
File Articles of Incorporation (Form 1) through ServiceOntario's Ontario Business Registry portal. Pay the $360 filing fee. Processing is typically 2–5 business days online. You receive a Certificate of Incorporation and a corporate number.
Prepare organizational documents
After incorporation, the corporation must be organized. This includes: (a) initial organizational meeting or written resolution of incorporators; (b) appointment of first directors; (c) issuance of shares to shareholders; (d) adoption of by-laws; (e) banking resolutions authorizing signing authorities.
Set up the minute book
The OBCA requires the corporation to maintain a minute book at its registered office containing: articles of incorporation, bylaws, shareholders' register, directors' register, officers' register, share certificates, and minutes of all annual and special meetings. This must be kept current or updated on sale of the business.
Register for HST and payroll (if required)
If annual taxable supplies exceed $30,000, the corporation must register for HST. If the corporation will have employees, it must register for payroll deductions with the CRA. A Business Number is assigned automatically on incorporation via Ontario's integrated registration system.
Share structure: why it matters from day one
The share structure in the Articles of Incorporation is one of the most important decisions in setting up an Ontario corporation. Getting it wrong is expensive to fix — it requires amending the articles, which costs time and money and can have tax consequences.
Unlimited common shares only
Use when: Simple, sole-owner businesses with no plans for investors or income splitting. Fast to set up, easy to understand.
Consideration: Limits flexibility for income splitting or equity issuance later. Harder to add preference shares post-incorporation.
Common + preference shares
Use when: Most professional corporations, holdcos, and businesses with family income splitting plans. Preference shares allow dividends to a spouse (subject to TOSI rules) or provide a future equity mechanism.
Consideration: More complex. A tax lawyer should confirm the preferred share attributes are consistent with CRA tax planning objectives.
Multiple classes (A, B, C common)
Use when: Equity participation by multiple founders, employee equity plans, or sophisticated holding structures.
Consideration: Complex. Requires careful drafting of share attributes. Almost always requires a shareholder agreement alongside.
Annual corporate maintenance requirements
An Ontario corporation has ongoing compliance obligations after incorporation:
Annual
Annual shareholders' meeting or written resolution
Annual
Annual directors' meeting or written resolution
Annual
Corporate tax return (T2)
Annual
Ontario Annual Return (filed via registry)
As needed
Minute book updates on any material changes
As needed
Beneficial Ownership Registry — update on ownership changes
For Ontario corporate lawyers: managing incorporation files with Atticus
Atticus includes a Corporate Incorporation matter template with pre-populated action items covering every step from name search through minute book delivery. Key features for corporate practice:
- Matter template: Corporate Incorporation — all steps pre-populated as action items
- AI Draft: articles of incorporation, organizational resolutions, by-laws, share certificates
- Document processing: extract share structure, directors, and officer names from filed documents
- Deadline tracking: NUANS expiry, annual return due dates, meeting deadlines
- Conflict check: run against existing clients before accepting the matter
Ontario corporate lawyer? Try Atticus free.
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