# Incorporation package ## Get an answer with one URL This tool needs facts that identify a person (names or addresses), and those never go in a URL. Three ways to get the answer: 1. Give the person the page to fill in themselves: https://mithril.law/corporate/incorporation-prepare?facts=%7B%22legalEnding%22%3A%22Inc.%22%2C%22registeredOffice%22%3A%7B%22province%22%3A%22Ontario%22%7D%2C%22directors%22%3A%5B%7B%22residentCanadian%22%3Atrue%2C%22confirmedQualified%22%3Atrue%7D%5D%2C%22officers%22%3A%5B%7B%22office%22%3A%22President%22%7D%2C%7B%22office%22%3A%22Secretary%22%7D%5D%2C%22shareholders%22%3A%5B%7B%22kind%22%3A%22individual%22%2C%22shares%22%3A1000000%2C%22consideration%22%3A%22money%22%7D%5D%2C%22minDirectors%22%3A1%2C%22maxDirectors%22%3A10%2C%22noAuditorFirstYear%22%3Atrue%2C%22shareholderAgreementInPlace%22%3Afalse%7D (prefilled with the facts that are safe in a link). 2. POST the facts as JSON to https://mithril.law/api/v1/operations/corporate.incorporation_prepare/runs: ```sh curl -X POST https://mithril.law/api/v1/operations/corporate.incorporation_prepare/runs -H "Content-Type: application/json" -d '{"input":{"jurisdiction":"on","nameChoice":"numbered","legalEnding":"Inc.","registeredOffice":{"street":"100 King Street West, Suite 5700","city":"Toronto","province":"Ontario","postalCode":"M5X 1C7"},"officialEmail":"founder@example.com","directors":[{"fullName":"Alex Founder","address":{"street":"1 Example Road","city":"Toronto","region":"Ontario","postalCode":"M5V 2T6","country":"Canada"},"residentCanadian":true,"confirmedQualified":true}],"officers":[{"fullName":"Alex Founder","office":"President"},{"fullName":"Alex Founder","office":"Secretary"}],"shareholders":[{"fullName":"Alex Founder","kind":"individual","address":{"street":"1 Example Road","city":"Toronto","region":"Ontario","postalCode":"M5V 2T6","country":"Canada"},"shares":1000000,"pricePerShare":"0.001","consideration":"money"}],"fiscalYearEnd":"12-31","minDirectors":1,"maxDirectors":10,"noAuditorFirstYear":true,"shareholderAgreementInPlace":false}}' ``` 3. Call the MCP tool `corporate_incorporation_prepare` at https://mithril.law/mcp. For founders: every document to incorporate, filled from your answers. The articles data sheet, by-law, organizational resolutions, subscriptions, consents, share certificates, registers and minute book index. Run the incorporation plan first. Collect: where to incorporate, the name (or numbered), the registered office, each director (name, address for service, whether a resident Canadian, and confirmation they are 18 or older, not bankrupt and not found incapable), the officers, each shareholder with their number of shares and price per share, and the fiscal year end. The person files the articles from their own registry account and signs the documents; nothing is filed for them. Documents are locked until the incorporation package is paid for. ## Facts - `jurisdiction`: Ontario or federal. The incorporation plan recommends one. (value, required) - `nameChoice`: nameChoice (value, required) - `corporateName`: Only for a word name. Include the legal ending, for example Maple Robotics Inc. (text, optional) - `legalEnding`: Only for a numbered company. (one of: Inc., Ltd., Corp., Incorporated, Limited, Corporation, optional) - `registeredOffice.street`: Number and street, with the unit or suite if there is one. A post office box alone is not accepted. (text, required) - `registeredOffice.city`: registeredOffice.city (text, required) - `registeredOffice.province`: registeredOffice.province (one of: Ontario, Quebec, British Columbia, Alberta, Manitoba, Saskatchewan, Nova Scotia, New Brunswick, Newfoundland and Labrador, Prince Edward Island, Yukon, Northwest Territories, Nunavut, optional) - `registeredOffice.postalCode`: For example M5V 2T6. (text, required) - `officialEmail`: The registry sends the certificate and official notices here. (email address, required) - `directors`: Each director signs the articles as an incorporator. (list of value (repeat the parameter for each), required) - `officers`: At least one, for example a President. (list of value (repeat the parameter for each), required) - `shareholders`: Everyone who will receive common shares at incorporation. (list of value (repeat the parameter for each), required) - `fiscalYearEnd`: Month and day the financial year ends, for example 12-31 for December 31. (text, optional) - `businessActivity`: In a few words, for choosing the NAICS code, for example software publishing. (text, optional) - `nuansReference`: Ontario word names only, once you have the report. (text, optional) - `nuansDate`: Ontario word names only. It must be no more than 90 days before you file. (date, YYYY-MM-DD, optional) - `effectiveDate`: Ontario only. Leave empty to incorporate on the day you file; you may ask for a date up to 30 days later. (date, YYYY-MM-DD, optional) - `minDirectors`: minDirectors (whole number, optional) - `maxDirectors`: maxDirectors (whole number, optional) - `noAuditorFirstYear`: Yes if every shareholder agrees the company will not appoint an auditor for its first financial year. Usual for a private company. (true or false, optional) - `bank`: Where the company will bank, if you know. (text, optional) - `shareholderAgreementInPlace`: Yes if the shareholders already have a signed shareholder agreement. (true or false, optional) ## Price CAD 399 plus HST. The government filing fee is extra.. Articles, by-law, organizational resolutions, share issuances and registers, filed from your own account. Preview: a lawyer has not yet verified every rule behind this tool. ## The law behind it - No auditor (unverified): A corporation that is not an offering corporation (Ontario) or a distributing corporation (federal) may go without an auditor when all its shareholders consent in writing: in Ontario for the financial year consented to; federally by a resolution not to appoint an auditor, valid until the next annual meeting, consented to by every shareholder including non-voting shareholders. The software treats founders' companies as neither offering nor distributing. If any shareholder does not consent, an auditor must be appointed and the software hands the matter to a lawyer. - Business Corporations Act, s. 148: https://www.ontario.ca/laws/statute/90b16 - Canada Business Corporations Act, s. 163: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - 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 - Who can be a director (unverified): Before preparing any document that names a director, the software requires confirmation that each director is at least 18, has not been found incapable of managing property or declared incapable by a court, and is not bankrupt. Directors are entered as individuals only. If there is no director, or any director is not confirmed, it prepares nothing and says which director is not confirmed. - Business Corporations Act, s. 118: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 115: https://www.ontario.ca/laws/statute/90b16 - Canada Business Corporations Act, s. 105: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 102: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - 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/ - General By-law No. 1 (unverified): General By-law No. 1 is generated from a fixed text for each jurisdiction (lib/areas/corporate/documents/bylaw.ts), written for Mithril from the statute, with only the corporation's name filled in. The examples pin the exact text by its SHA-256 hash, so any change to the text re-opens verification. - Business Corporations Act, s. 116: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 126: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 129: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 132: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 133: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 134: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 136: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 94: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 96: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 101: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 104: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 110: https://www.ontario.ca/laws/statute/90b16 - Canada Business Corporations Act, s. 103: 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/ - Canada Business Corporations Act, s. 117: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 120: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 124: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 132: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 135: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 139: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 142: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 148: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Regulations, 2001, SOR/2001-512, s. 44: https://laws-lois.justice.gc.ca/eng/regulations/SOR-2001-512/ - Organizational resolutions and incorporation documents (unverified): At incorporation the software prepares written resolutions for signature by all the directors (recording that directors who subscribe have disclosed that interest, making the by-law, adopting the records and share certificate form, accepting each subscription and issuing the shares once fully paid with the consideration added to stated capital, appointing officers, fixing the financial year end, banking, and authorizing government filings) and by all the shareholders (confirming the by-law; fixing the number of directors, in Ontario by special resolution that also lets the directors set the number within the articles' range, federally by ordinary resolution; and, if chosen, consenting to no auditor for the first financial year), with one subscription per shareholder, one consent per director, one share certificate per shareholder, the registers and the minute book index. The examples pin the text of these documents for a fixed set of facts by SHA-256 hash. - Business Corporations Act, s. 117: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 129: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 104: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 116: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 125: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 132: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 148: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 119: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 5: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 54: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 55: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 56: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 23: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 24: https://www.ontario.ca/laws/statute/90b16 - Canada Business Corporations Act, s. 120: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 104: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 117: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 142: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 103: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 163: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 106: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 49: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 25: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 26: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - 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 - 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 - Individuals with significant control (unverified): An individual has significant control if they are the registered holder or beneficial owner of, or have direct or indirect control or direction over, shares carrying 25% or more of the votes of all outstanding voting shares or equal to 25% or more of all outstanding shares by fair market value; if they hold such a number jointly, or under an agreement to exercise rights jointly or in concert (in Ontario also as related persons); or if they have influence that would result in control in fact. Shares held by a corporation, trust or nominee count in full for each individual named as controlling or directing them. Value per share is the value given for each class; at incorporation, with one class, every share counts equally. The 25% test uses exact numbers; percentages are shown rounded down to two decimals. Control in fact and acting together come from the founder's answers, not from the software. - Business Corporations Act, s. 1.1: https://www.ontario.ca/laws/statute/90b16 - Canada Business Corporations Act, s. 2.1: 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 - What the minute book holds (unverified): The minute book index lists, in this order: articles and certificate; by-laws; any unanimous shareholder agreement; shareholder minutes and resolutions; director minutes and resolutions; register of directors; register of officers; securities register; register of transfers; register of individuals with significant control; for Ontario, register of ownership interests in land in Ontario; consents to act as director; subscriptions and share certificate copies; government filings; financial statements and audit exemption consents; and accounting records kept at least six years. At incorporation the software produces the registers of directors, officers, securities, transfers and significant control, and for Ontario the land register. - Business Corporations Act, s. 140: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 140.1: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 141: https://www.ontario.ca/laws/statute/90b16 - Canada Business Corporations Act, s. 20: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 50: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Issuing shares (unverified): Shares are issued by resolution of the directors at the price they set, and only once fully paid in money, or in property or past services the directors determine are worth at least the money the corporation would otherwise have received. The total consideration is the number of shares times the price per share (up to six decimals), which must come to a whole number of cents; it is added to the stated capital account for the class. The issue is recorded in the securities register with the holder's name and address, the number and class, and the date and particulars of issue. - Business Corporations Act, s. 23: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 24: https://www.ontario.ca/laws/statute/90b16 - Business Corporations Act, s. 141: https://www.ontario.ca/laws/statute/90b16 - Canada Business Corporations Act, s. 25: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 26: https://laws-lois.justice.gc.ca/eng/acts/C-44/ - Canada Business Corporations Act, s. 50: https://laws-lois.justice.gc.ca/eng/acts/C-44/ ## 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_prepare/runs` with `{ "input": { … } }`. Schema: https://mithril.law/api/v1/operations/corporate.incorporation_prepare. - MCP: tool `corporate_incorporation_prepare` at https://mithril.law/mcp. - The page for people: https://mithril.law/corporate/incorporation-prepare.