Articles of Incorporation in Ontario are the founding document that creates your corporation as a legal entity under the Business Corporations Act (OBCA). You file them with the province through the Ontario Business Registry, pay a $300 fee, and receive a certificate of incorporation that lets the corporation enter contracts, own property, and operate separately from its owners. The document itself is short, but a few items inside it — the share structure especially — deserve real thought before you file.
What the Articles Must Contain
Section 5 of the OBCA sets out exactly what has to appear in the document. Miss any of these and the filing will be rejected:
- The corporate name, or a request for a numbered company designation.
- The municipality or geographic township in Ontario where the registered office will be located.
- The number of directors, or a minimum and maximum range, plus the names of the first directors if shareholders will elect them.
- The classes of shares and any maximum number the corporation can issue, with the rights and restrictions attached to each class.
- Any restrictions on who can buy or receive shares.
- Any restrictions on the business the corporation can carry on.
- Any other provisions you want built into the corporation’s constitution, such as rules governing directors’ or shareholders’ powers.
Share classes and business restrictions are where incorporators tend to spend the most time. Getting either wrong can create problems years later when you bring in investors or sell the company.
Choosing a Name or Going Numbered
You have two options. Pick a specific name, or let the province assign a numbered designation like “1234567 Ontario Inc.” Numbered companies skip the name search and are faster to set up; many people incorporate numbered and register a business name separately later.
If you want a named corporation, you need an Ontario-biased NUANS (Newly Upgraded Automated Name Search) report before filing. NUANS checks your proposed name against existing corporations and trademarks for confusing similarity. The report is valid for 90 days, so incorporation has to happen inside that window.
Every Ontario corporate name must end with Limited, Incorporated, or Corporation, or a French equivalent or standard abbreviation (Ltd., Inc., Corp.). The name can only use Roman-alphabet letters, Arabic numerals, and punctuation permitted by regulation.
Share Structure
Your share structure defines who owns the corporation and who votes. If you set up only one class of shares, you don’t need to spell out the rights: the OBCA gives a single class full voting, dividend, and liquidation rights by default.
With two or more classes, the Articles must describe the rights, privileges, restrictions, and conditions of each. Common shares typically carry voting rights and a claim on profits; preferred shares might offer priority dividends but no vote. You can also authorize the directors to issue shares in series and set the specific terms for each series later, without amending the Articles. State whether there’s a cap on the number of shares in each class.
Who Can Incorporate
One or more people can incorporate an Ontario corporation by signing and delivering the Articles to the Director, the government official who administers the OBCA. You cannot be an incorporator if you are under 18, have been found by a court to be of unsound mind, or are an undischarged bankrupt.
One point worth flagging because older guides get it wrong: Ontario no longer requires any directors to be resident Canadians. The province repealed that requirement through Bill 213, so your entire board can be non-residents. This differs from the federal Canada Business Corporations Act, which still imposes Canadian residency requirements on directors.
How to File and What It Costs
Filing goes through the Ontario Business Registry, either online or by mail. Online is dramatically faster: you complete the form, pay, and the corporation is created immediately. Mail submissions take roughly 15 business days.
The fee is $300 either way. Mailed filings require a cheque payable to the Minister of Finance, and personal cheques must be pre-printed with the name and address by the bank.1ServiceOntario. Cost and Time Required to Register, Change or Search for a Business Name, Corporation or Not-for-Profit
Use the Articles of Incorporation form on the Ontario Business Registry or Central Forms Repository. That is the form for a business corporation under the OBCA, and it is not the same as Form 1, which applies to certain not-for-profit incorporations under the older Corporations Act.
The Certificate of Incorporation
Once the Director receives your Articles and confirms they meet the requirements, the Director endorses them with a certificate of incorporation. That certificate is conclusive proof the corporation exists as a legal entity under the OBCA, effective from the date shown on it.2Ontario. Business Corporations Act, RSO 1990, c B.16 The corporation also gets a unique Ontario Corporation Number that identifies it for provincial transactions.
Online filers receive the certificate in real time — download and save it right away. Mail filers get it back after processing.
What You Have to Do After Incorporating
The certificate creates the corporation, but a few steps have to follow quickly.
File the Initial Return Within 60 Days
Within 60 days of incorporation, you must file an Initial Return under the Corporations Information Act.3Ontario. Corporations Information Act, RSO 1990, c C.39 It confirms who your directors are and where the registered office sits, and puts that information on the public record. A corporation in default under the Act can lose the ability to bring legal proceedings in Ontario courts without special permission from a judge, and unpaid fines pile on. File early.
Register With the Canada Revenue Agency
Provincial incorporation does not register you federally. You need to sign up separately with the CRA for a Business Number and any program accounts the corporation needs — GST/HST, payroll deductions, corporation income tax.4Canada.ca. Register as a Resident With a Canadian Business
As of November 2025, the CRA no longer accepts registrations by phone. Use Business Registration Online (BRO), which lets Ontario incorporators link directly to the provincial registration after completing the federal side. If you cannot register online, mail Form RC1 to your tax centre.4Canada.ca. Register as a Resident With a Canadian Business
Hold the First Directors’ Meeting
Section 117 of the OBCA sets out what the first meeting of directors typically covers:2Ontario. Business Corporations Act, RSO 1990, c B.16
- Adopting the bylaws.
- Authorizing the first shares to be issued.
- Appointing officers.
- Setting up the corporate bank account and authorizing signing officers.
- Appointing an auditor to hold office until the first annual shareholders’ meeting.
Directors can handle all of this through a written resolution instead of a formal meeting, which is what most small corporations do. The incorporator or any director can call the meeting on at least five days’ notice.2Ontario. Business Corporations Act, RSO 1990, c B.16
Start Your Corporate Records
Section 139 of the OBCA requires the corporation to keep the articles and bylaws, minutes of shareholder meetings, a securities register, registers of directors and officers, a register of shareholders, and a register of individuals with significant control, along with other documents, at the registered office or another location in Ontario.2Ontario. Business Corporations Act, RSO 1990, c B.16 Most corporations organize all of it in a minute book, physical or digital. If you ever sell the corporation, apply for financing, or face a dispute, that is the first thing the other side will ask to see.