# Where to incorporate, and what it costs ## Get an answer with one URL Fetch this. It returns a real answer as markdown, with every step cited and a signed receipt: https://mithril.law/corporate/incorporation-plan.md?operatesIn=ontario_only&founders=1&residentCanadianFounders=1&name=numbered&shareStructure=common_only&raisingMoneySoon=false&shareholderAgreementInPlace=false That URL uses the worked example's facts. For the person's own answer, put their facts in the query string the same way (dotted names, one parameter per fact). If a fact is missing or unclear, the answer lists it with the next URL to fetch. The same answer as JSON: https://mithril.law/api/v1/operations/corporate.incorporation_plan/run?operatesIn=ontario_only&founders=1&residentCanadianFounders=1&name=numbered&shareStructure=common_only&raisingMoneySoon=false&shareholderAgreementInPlace=false No sign-in needed. For founders: Ontario or federal incorporation, the steps in order, and the whole cost, itemized, before you pay anything. Call this first when someone wants to start a company. Ask where the business will operate, how many founders there are and how many are Canadian citizens or permanent residents living in Canada, whether they want a chosen name or a numbered company, the share structure, and whether they plan to raise money soon. The answer is a recommendation with reasons, the filing steps with citations, and the total cost in cents. If it says a lawyer is needed, offer the handoff. ## Facts - `operatesIn`: ontario_only: only in Ontario. multiple_provinces: in Ontario and other provinces. national_or_international: across Canada or outside Canada. (one of: ontario_only, multiple_provinces, national_or_international, required) - `founders`: Everyone who will own the company at the start. The plan assumes each founder is also a director. (whole number, required) - `residentCanadianFounders`: How many founders are Canadian citizens or permanent residents who ordinarily live in Canada. (whole number, required) - `name`: word_name: a name you choose, such as Maple Robotics Inc. numbered: the registry assigns a number, such as 1234567 Ontario Inc. (one of: word_name, numbered, required) - `shareStructure`: common_only: one class of common shares (the simple choice). common_and_preferred: common shares plus preferred shares. other: anything else. (one of: common_only, common_and_preferred, other, optional) - `raisingMoneySoon`: Yes if you expect to take money from investors, including a SAFE or convertible note, in the next 12 months. (true or false, optional) - `shareholderAgreementInPlace`: Yes if the founders already have a signed shareholder agreement. (true or false, optional) - `startDate`: The date you want the company to exist. Leave empty for as soon as possible. (date, YYYY-MM-DD, optional) ## Price Free. Preview: a lawyer has not yet verified every rule behind this tool. ## The law behind it - Annual return deadline (unverified): Ontario: the annual return is due when the corporation's federal tax return is due for its last completed tax year, six months after the year end: if the year ends on the last day of a month, by the last day of the sixth month after; otherwise by the same day of the sixth month after, or that month's last day if it is shorter. The software treats the fiscal year end as the tax year end, opens the filing the day after the year end, and does not move the date for weekends or holidays; filing in the Ontario Business Registry is free. Federal: the annual return is due within 60 days after each anniversary of incorporation, starting the year after incorporation, cannot be filed before the anniversary, and costs CAD 12 online. - Corporations Information Act, s. 3.1: https://www.ontario.ca/laws/statute/90c39 - Corporations Information Act General Regulation, O. Reg. 400/21, s. 3: https://www.ontario.ca/laws/regulation/210400 - Income Tax Act, s. 150(1)(a): https://laws-lois.justice.gc.ca/eng/acts/I-3.3/section-150.html - Canada Revenue Agency, When to file your corporation income tax return: https://www.canada.ca/en/revenue-agency/services/tax/businesses/topics/corporations/corporation-income-tax-return/when-file-your-corporation-income-tax-return.html - Notice – Corporations Information Act – Filing an Annual Return: https://forms.mgcs.gov.on.ca/en/dataset/on00229 - ServiceOntario, Ontario Business Registry: https://www.ontario.ca/page/ontario-business-registry - ServiceOntario, Cost and time required to register, change or search for a business name, corporation or not-for-profit: https://www.ontario.ca/page/cost-time-required-to-register-change-search-for-business-name-corporation-not-for-profit - Canada Business Corporations Act, s. 263: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Corporations Canada, Policy on annual filings – Canada Business Corporations Act: https://ised-isde.canada.ca/site/corporations-canada/en/business-corporations/policy-annual-filings-canada-business-corporations-act - Corporations Canada, Services, fees and processing times: https://ised-isde.canada.ca/site/corporations-canada/en/services-fees-and-processing-times - Initial return deadline (unverified): An Ontario corporation files its initial return within 60 days after the date of incorporation. A federal corporation that carries on business in Ontario files an Ontario initial return within 60 days after it begins to carry on business in Ontario. The software gives the start date plus 60 days and does not move it for weekends or holidays. Filing is free. - Corporations Information Act, s. 2: https://www.ontario.ca/laws/statute/90c39 - Corporations Information Act, s. 3: https://www.ontario.ca/laws/statute/90c39 - Notice – Corporations Information Act – Filing an Initial Return and Notice of Change – Ontario Corporations: https://forms.mgcs.gov.on.ca/en/dataset/on00230 - Notice – Corporations Information Act – Filing an Initial Return and Notice of Change – Extra-Provincial Corporations: https://forms.mgcs.gov.on.ca/en/dataset/on00231 - ServiceOntario, Cost and time required to register, change or search for a business name, corporation or not-for-profit: https://www.ontario.ca/page/cost-time-required-to-register-change-search-for-business-name-corporation-not-for-profit - Resident Canadian directors (unverified): Ontario corporations have no resident Canadian director requirement. A federal corporation needs at least one resident Canadian director if it has fewer than four directors, and otherwise at least 25 per cent of its directors, rounded up to a whole director. The software does not apply the stricter federal rule for corporations in sectors with Canadian ownership requirements (CBCA s. 105(3.1)). - Business Corporations Act, s. 118: https://www.ontario.ca/laws/statute/90b16 - Notice – Business Corporations Act – Incorporating a Business Corporation (Notice – BCA 1-002): https://forms.mgcs.gov.on.ca/en/dataset/on00224 - Canada Business Corporations Act, s. 105: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 2: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 114: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Total cost of incorporating (unverified): The total is the government fees plus Mithril's incorporation package (CAD 399, from the catalog). Ontario: articles filed online CAD 300 and the initial return CAD 0. Federal: articles filed online CAD 200 and Ontario's extra-provincial initial return CAD 0. Not in the total, and listed separately: the Ontario-biased Nuans report needed for an Ontario word name (private providers set its price) and registration fees in other provinces when the business will operate outside Ontario. The optional federal express service (CAD 100) is not included. - ServiceOntario, Cost and time required to register, change or search for a business name, corporation or not-for-profit: https://www.ontario.ca/page/cost-time-required-to-register-change-search-for-business-name-corporation-not-for-profit - Corporations Canada, Services, fees and processing times: https://ised-isde.canada.ca/site/corporations-canada/en/services-fees-and-processing-times - Innovation, Science and Economic Development Canada, Nuans – Provincial/territorial report: https://ised-isde.canada.ca/site/nuans-corporate-name-trademark-reports/en/nuansr-provincialterritorial-report - Notice – Business Corporations Act – Incorporating a Business Corporation (Notice – BCA 1-002): https://forms.mgcs.gov.on.ca/en/dataset/on00224 - Corporations Canada, Register a federal corporation in a province or territory: https://ised-isde.canada.ca/site/corporations-canada/en/register-federal-corporation-province-or-territory - Name search and legal ending (unverified): An Ontario corporation with a word name needs an Ontario-biased Nuans name search report dated no more than 90 days before the articles are filed; a numbered name needs none. A federal online incorporation needs no separate Nuans report because the name search is part of the online process. A word name must include a legal ending as a separate word: Limited, Limitée, Incorporated, Incorporée, Corporation, Ltd., Ltée, Inc. or Corp. (a federal name may also use Société par actions de régime fédéral or S.A.R.F.). - Business Corporations Act, s. 10: https://www.ontario.ca/laws/statute/90b16 - Canada Business Corporations Act, s. 10: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Notice – Business Corporations Act – Incorporating a Business Corporation (Notice – BCA 1-002): https://forms.mgcs.gov.on.ca/en/dataset/on00224 - Corporations Canada, Services, fees and processing times: https://ised-isde.canada.ca/site/corporations-canada/en/services-fees-and-processing-times - Innovation, Science and Economic Development Canada, Nuans – Provincial/territorial report: https://ised-isde.canada.ca/site/nuans-corporate-name-trademark-reports/en/nuansr-provincialterritorial-report - How long incorporation takes (unverified): Ontario articles filed online are processed immediately, and the founder may ask for an effective date up to 30 days after filing; for a start date more than 30 days away the software says to file no earlier than 30 days before it. Federal articles filed online take 1 business day. - ServiceOntario, Cost and time required to register, change or search for a business name, corporation or not-for-profit: https://www.ontario.ca/page/cost-time-required-to-register-change-search-for-business-name-corporation-not-for-profit - Notice – Business Corporations Act – Incorporating a Business Corporation (Notice – BCA 1-002): https://forms.mgcs.gov.on.ca/en/dataset/on00224 - Corporations Canada, Services, fees and processing times: https://ised-isde.canada.ca/site/corporations-canada/en/services-fees-and-processing-times - Keeping the register of individuals with significant control (unverified): The register records, for each individual with significant control: name, date of birth, latest known address (Ontario) or residential address, address for service if given and citizenship (federal), jurisdiction of residence for tax purposes, the dates they became and ceased to be one, how they have significant control, and the steps taken to identify them and keep it up to date. The corporation reviews it at least once each financial year and records new information within 15 days. Federal corporations send the information to Corporations Canada at incorporation, with each annual return, and within 15 days after recording a change, at no fee. Ontario corporations file nothing about it, because the Ontario return (Corporations Information Act s. 6.1) is not in force. - Business Corporations Act, s. 140.2: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 140: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 145: https://www.ontario.ca/laws/statute/90b16 - Corporations Information Act, s. 6.1: https://www.ontario.ca/laws/statute/90c39 - Canada Business Corporations Act, s. 21.1: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 21.21: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Corporations Canada, Individuals with significant control: https://ised-isde.canada.ca/site/corporations-canada/en/individuals-significant-control - Corporations Canada, Policy on annual filings – Canada Business Corporations Act: https://ised-isde.canada.ca/site/corporations-canada/en/business-corporations/policy-annual-filings-canada-business-corporations-act - Corporations Canada, Services, fees and processing times: https://ised-isde.canada.ca/site/corporations-canada/en/services-fees-and-processing-times - Ontario or federal incorporation (unverified): The software recommends where to incorporate, treating every founder as a director. If the business will operate only in Ontario, it recommends an Ontario corporation. If it will operate in more than one province or outside Canada, it recommends a federal corporation, unless the founders would not meet the federal resident Canadian director rule (at least one resident Canadian director if there are fewer than four directors, otherwise at least 25 per cent), in which case it recommends Ontario, which has no residency rule. For a federal word name it adds that, once approved, the name may be used across Canada. - Business Corporations Act, s. 118: https://www.ontario.ca/laws/statute/90b16 - Notice – Business Corporations Act – Incorporating a Business Corporation (Notice – BCA 1-002): https://forms.mgcs.gov.on.ca/en/dataset/on00224 - Canada Business Corporations Act, s. 105: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 2: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Corporations Canada, How to incorporate a business: https://ised-isde.canada.ca/site/corporations-canada/en/business-corporations/how-incorporate-business - Corporations Canada, Register a federal corporation in a province or territory: https://ised-isde.canada.ca/site/corporations-canada/en/register-federal-corporation-province-or-territory - When the plan needs a lawyer (unverified): The incorporation plan is automated (the founder can buy the incorporation package) unless any of these is true, in which case it needs a lawyer: two or more founders have no shareholder agreement; the founders want anything other than a single class of common shares; or they expect to raise money from investors within 12 months. It names each reason. - Business Corporations Act, s. 22: https://www.ontario.ca/laws/statute/90b16 - Canada Business Corporations Act, s. 6: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Securities Act, s. 53: https://www.ontario.ca/laws/statute/90s05 ## What the answer tells you - `automated`: Done: the software answered this completely. - `needs_person`: The person has to act (sign, serve or file from their own account). Pass the next steps to them. - `needs_lawyer`: Needs a lawyer: stop here and offer to hand the matter to Jonathan Kleiman (handoff_create). Do not give legal advice yourself. ## Do this through the API - REST: `POST https://mithril.law/api/v1/operations/corporate.incorporation_plan/runs` with `{ "input": { … } }`, or `GET https://mithril.law/api/v1/operations/corporate.incorporation_plan/run?…`. Schema: https://mithril.law/api/v1/operations/corporate.incorporation_plan. - MCP: tool `corporate_incorporation_plan` at https://mithril.law/mcp. - The page for people: https://mithril.law/corporate/incorporation-plan.