Incorporate with the cost up front. Keep the minute book current.
For founders: Ontario or federal incorporation with the total cost shown first, then each year’s resolutions and return prepared on the founder plan.
Canadian citizens or permanent residents who ordinarily live in Canada.
The business will operate only in Ontario. An Ontario corporation deals with one registry, files its annual return for free, and has no resident Canadian director rule.Business Corporations Act, s. 118; Notice – Business Corporations Act – Incorporating a Business Corporation (Notice – BCA 1-002)
| Ontario articles of incorporation, filed online | CAD 300 |
|---|---|
| Ontario initial return (Ontario corporation) | CAD 0 |
| Mithril incorporation package | CAD 399 |
Not included: Ontario-biased Nuans name search report.
A lawyer
There are two or more founders and no shareholder agreement. A shareholder agreement sets out who decides what, what happens if a founder leaves, and how shares can be sold. It needs a lawyer.
The minute book, from the first day
The incorporation package prepares 9 of these documents as Word and PDF, filed behind their tabs. The rest are yours to add as the company runs.
You file the articles from your own Ontario Business Registry or Corporations Canada account, and sign the documents.
- 1Articles and certificate of incorporation, and any amendmentsOBCA s. 140(1)(a)In the package Articles data sheet
- 2By-laws and any amendmentsOBCA s. 140(1)(a)In the package General By-law No. 1
- 3Unanimous shareholder agreement, if anyOBCA s. 140(1)(a)Yours to add as the company runs
- 4Minutes and resolutions of shareholdersOBCA ss. 104(2), 140(1)(b)In the package Organizational resolutions of the shareholders
- 5Minutes and resolutions of directorsOBCA ss. 129(2), 140(2)(b)In the package Organizational resolutions of the directors
- 6Register of directorsOBCA s. 140(1)(c)In the package Registers
- 7Register of officersKept for the officers reported in government filingsIn the package Registers
- 8Securities registerOBCA ss. 140(1)(d), 141(1)In the package Registers
- 9Register of transfersOBCA s. 141(2)In the package Registers
- 10Register of individuals with significant controlOBCA ss. 140(1)(f), 140.2In the package Registers
- 11Register of ownership interests in land in OntarioOBCA ss. 140(1)(e), 140.1In the package Registers
- 12Consents to act as directorOBCA ss. 5(2), 119(9)In the package Consents to act as director
- 13Subscriptions for shares and share certificate copiesOBCA ss. 23, 54In the package Subscriptions for shares, Share certificates
- 14Government filings: Nuans report (if a word name), initial return, annual returns, notices of changeCIA ss. 2, 3.1, 4Yours to add as the company runs
- 15Financial statements and audit exemption consentsOBCA ss. 148, 154Yours to add as the company runs
- 16Accounting records (kept at least six years)OBCA s. 140(2)Yours to add as the company runs
An example on fictional facts.
The first year
Say Example Ventures Inc. is incorporated in Ontario today, October 11, 2026. These are the dates its first year brings, each with its source. On the founder plan the software prepares the resolutions, says what to file, and emails a reminder 30 days before each date.
Each year’s resolutions and annual return prepared, share issuances recorded, and the registers kept current.
- December102026File the initial returnBy December 10, 2026. In the Ontario Business Registry, within 60 days after incorporation. No fee.Corporations Information Act, s. 2(2)Reminder November 10
- December312026Review the register of individuals with significant controlBy December 31, 2026. At least once during the financial year.Business Corporations Act, s. 140.2(3)Reminder December 1
- June302027Sign the annual resolutionsFrom January 1, 2027 to June 30, 2027. Approve and send the financial statements (by 2027-06-20), elect directors, appoint officers and consent to no auditor if everyone agrees.Business Corporations Act, ss. 94(1)(a), 154, 104Reminder May 31
- June302027File the annual returnFrom January 1, 2027 to June 30, 2027. In the Ontario Business Registry, after the year ends. No fee.Corporations Information Act General Regulation, O. Reg. 400/21, s. 3; Notice – Corporations Information Act – Filing an Annual ReturnReminder May 31
More than one founder, or investors coming in?
- Shareholder agreement
- Quoted before you commit, plus HST and disbursements
- Financing documents
- Quoted before you commit, plus HST and disbursements
I draft and negotiate shareholder agreements and financing documents. When your plan reaches one, you can send it to me with your company’s records already prepared.
Ontario or federal?
The incorporation plan recommends one from where the business will operate and who the founders are, and gives its reasons with citations.
Is this legal advice?
This is legal information, not legal advice. Using the software does not make you my client. Advice starts when you retain me, and I tell you in writing what I will do and what it costs.