How to Incorporate in Ontario: the OBCA Walkthrough (2026)

The incorporation in one paragraph

Incorporating in Ontario means filing articles of incorporation with the province's Ontario Business Registry and creating a corporation under the Ontario Business Corporations Act — a separate legal entity that can enter contracts, hold property, and be sued in its own name, which is what puts a wall between business debts and your personal assets. The filing is $300 whether you do it online or by mail, and online filings are processed immediately. Everything below walks the full path: the named-vs-numbered decision, the Ontario-biased NUANS, the articles requirements, the filing itself, and the post-incorporation steps founders skip at their peril.

Step 1: Choose named or numbered

This is the first real decision and it shapes everything that follows.

• Named corporation — "Bright Ideas Consulting Inc." Better for branding and marketing, and the name you file is the name the bank, suppliers, and customers see. It requires an Ontario-biased NUANS report before filing, and there's a small chance the registrar rejects the name.
• Numbered corporation — "1234567 Ontario Inc." The registry assigns the number; there is no name to search, no approval wait, no rejection risk, and no extra fee. Register a trade name later ($60) if you want a brand on the invoices.

Many one-person corporations and holding companies run as numbered companies for years and never feel the difference. If the business is client-facing from day one, the named route is worth the extra week.

Step 2: Get the Ontario-biased NUANS (named only)

Before filing with a specific name, you need a NUANS report — a Newly Upgraded Automated Name Search that compares your proposed name against existing corporate names and registered trademarks to flag conflicts. Three rules matter:

1. It must be Ontario-biased or weighted. The province requires a report weighted to Ontario from a private search house — a federal-biased report is not accepted for an Ontario filing. The ministry does not provide the search itself.
2. It cannot be dated more than 90 days before you file. The report must be dated not more than 90 days before the submission of the articles — don't order it months ahead of your filing date.
3. The search house sets the price. The ministry publishes no NUANS fee — its fee chart covers government fees only, so the charge is whatever the provider you choose quotes.

If you went the numbered route, skip this step entirely.

Step 3: Draft the articles of incorporation

The articles (Form 1) are the corporation's birth certificate. What they contain:

• The name — with its legal ending: Limited, Incorporated, Corporation, Ltd., Inc., or Corp. A distinctive element, a descriptive element, and the legal ending.
• The registered office — must be an Ontario address. This is the corporation's official address of record, not a mailing convenience.
• The directors — at least one director for a private corporation. Since July 5, 2021, Ontario imposes no Canadian-residency requirement on directors at all — the old rule that at least 25 percent of directors be resident Canadian has been eliminated.
• The share structure — the classes of shares and any restrictions on share transfers. Most private Ontario corporations set restrictions here; this is the detail worth getting right before you file rather than amending later.

Step 4: File in the Ontario Business Registry

The filing runs through ServiceOntario's Ontario Business Registry. What you need:

1. Your articles of incorporation (Form 1) ready to file.
2. The NUANS report, if you're filing a named corporation.
3. An Ontario.ca Login and an Ontario Business Account — the province's filing identity.
4. A debit or credit card for the $300 fee.

Online filings are processed immediately; mail filings take about 15 business days. What comes back by email: the Certificate of Incorporation and an Ontario Corporation Number (OCN) — the certificate sets out the corporate name, the OCN, and the effective date. The corporation legally exists from the date on the certificate.

Step 5: Build the minute book

This is the step most new incorporators skip, and it's the one that matters most later:

• Adopt bylaws — the corporation's internal operating rules.
• Pass organizing resolutions — the paper trail of the first board decisions: directors appointed, officers named, shares authorized and issued.
• Issue the shares — actually allot them to the shareholders and record it. An unissued share register is a common red flag.

The minute book is the first thing any buyer, lender, or CRA auditor asks for. A corporation without one is a legal entity with no recorded history of its own decisions — expensive to reconstruct later.

Then the operational accounts — the business number itself is automatic; the accounts below are not:

• CRA business number — assigned automatically on incorporation: the CRA generates a 9-digit Business Number and a corporation income tax (RC) program account when you incorporate in Ontario, and mails a notice confirming the BN and a summary of your program accounts. Locate and verify that BN — do not register for a second one.
• GST/HST account — required once taxable sales pass $30,000; a payroll account if you hire.
• Business bank account — the bank will ask for the Certificate of Incorporation.

Step 6: Calendar the annual return

An Ontario corporation files an annual return through the Ontario Business Registry every year, within six months of its fiscal year-end — and the fee is $0. The government sends no reminders worth relying on; miss the filing and the corporation drifts toward dissolution for non-compliance. Federal corporations operating in Ontario file twice: $12 to Corporations Canada and $0 to Ontario.

The filing after the filing: initial return, notice of change, annual return

The certificate is not the last filing. Three Corporations Information Act filings follow, and founders most often miss the first one because nothing in the incorporation flow reminds them of it.

• Initial return — within 60 days of incorporation. An Ontario corporation must file an initial return under the Corporations Information Act within 60 days after incorporation, amalgamation, or continuation. It sets out the prescribed information as of the filing date: the directors and officers, the registered office, and the other corporation details on the public record. There is no statutory fee for filing it directly with the ministry through ServiceOntario, and filing online uses a company key.
• Notice of change — within 15 days of a change. After the initial return is filed, any change to the information previously filed must be reported by a notice of change within 15 days after the change takes place. A new director, a new registered office, or an officer change all start that clock.
• Annual return — within six months of fiscal year-end, $0. The annual return in Step 6 is a separate filing from the initial return, and from the T2 tax return. Filing the initial return does not satisfy the annual return, and neither filing satisfies the other.

Put all three dates in the calendar at incorporation: the 60-day initial-return deadline first, because it arrives while the business is still new.

When Ontario isn't the right province

Ontario incorporation covers you for operating in Ontario. Two cases point elsewhere:

• You operate in several provinces from day one — compare the federal route, which gives Canada-wide name protection but adds annual returns at both levels plus extra-provincial filings where you operate.
• You live in another province and operate there — incorporate in the province where you actually do business; each province has its own registry, fees, and name-search rules.

An Ontario corporation that later expands into another province registers extra-provincially there — the Ontario filing doesn't travel with you.

Startup checklist

• Named or numbered decided (named = NUANS needed, numbered = skip it)
• NUANS report ordered if named (Ontario-biased, within 90 days of filing)
• Articles drafted: name with legal ending, Ontario registered office, directors, share structure
• Ontario.ca Login + Ontario Business Account set up
• Articles filed online ($300, immediate) or by mail ($300, ~15 business days)
• Certificate of Incorporation + Ontario Corporation Number received and saved
• Minute book: bylaws adopted, organizing resolutions passed, shares issued
• CRA business number located and verified (assigned automatically on Ontario incorporation — do not register a second one)
• GST/HST and payroll accounts opened when thresholds hit
• Business bank account opened (bank will ask for the certificate)
• Annual return date calendared (within 6 months of fiscal year-end, $0 fee)

Related guides

• How to Incorporate in British Columbia — the BC system runs on its own rules: a $30 name approval request instead of NUANS, a $350 filing, and a $43.39 annual report due off the incorporation anniversary.
• How to Incorporate in Alberta — Alberta files nothing directly with the government: an Alberta NUANS report, a $291.75 government fee, and an authorized registry agent who enters the package for you.
• How to Incorporate: Federal vs Provincial in Canada — the full decision between the two routes: the $300 Ontario incorporation and the federal path compared side by side, with the whole-footprint cost math.
• How to Register a Business in Ontario — the $60 name registration people confuse with incorporation: the exact-name test, the Business Identification Number, and the 5-year renewal clock.
• How to Get a Business Number in Canada — the federal tax identifier the checklist names: what the 9-digit BN is, the program accounts that hang off it, and Business Registration Online versus Form RC1.
• How to Register for GST/HST in Canada — the federal tax registration that usually follows incorporation: the three registration routes and the Quebec exception.
• How to Charge GST/HST in Canada — what to charge once you're registered: place-of-supply rules and the provincial rate table.
• How to File a GST/HST Return in Canada — the Netfile walkthrough: frequencies, deadlines, and ITCs.
• How to Register a Sole Proprietorship and Get a GST/HST Number in Canada — if you're not sure incorporation is the move: the lighter national sole-proprietorship path.
• How to Open a Business Bank Account in Canada — what the bank will ask for when you show up with the certificate.
• Sole-Prop vs Incorporation: Tax Calculator — interactive 2026 federal and Ontario figures for the incorporate-or-not decision.

Sources

• Ontario, Cost and time required to register, change or search for a business name, corporation or not-for-profit — the government fee and service-time chart (updated September 29, 2026): incorporation Immediate and $300 online, 15 business days and $300 by mail; Corporations Information Act annual return $0 and initial return / notice of change $0; business name registration $60; the charts display government fees only
• Ontario, Ontario Business Registry — corporations file an annual return through the registry each year within 6 months of their fiscal year-end; the registry profile needs a company key, an Ontario.ca Login, and an Ontario Business Account
• Ontario, Ontario Business Registry: all services — filers without an Ontario.ca Login or an Ontario Business Account are prompted to create them; a business name registration (formerly a Master Business Licence) is valid for 5 years
• Ontario Ministry of Public and Business Service Delivery and Procurement, Notice — Business Corporations Act — Incorporating a Business Corporation (effective February 1, 2025) — the required articles information (corporate name, a physical registered office address in Ontario, director information, share structure and any restrictions on share transfers), the required legal element, the eliminated 25 percent resident-Canadian director rule, and the Certificate of Incorporation setting out the corporate name, OCN, and effective date, issued by email
• Ontario, O. Reg. 398/21: Names and Filings — articles with a proposed name must be supported by an Ontario biased or weighted NUANS report dated not more than 90 days before submission (s.18(1)(a)); a name shall not be too general or only descriptive (s.11)
• Ontario, Business Corporations Act, R.S.O. 1990, c. B.16 — the legal element in every corporate name (s.10(1)), at least one director for a corporation that is not an offering corporation (s.115(2)), and the repealed resident-Canadian director rule (s.118(3), repealed effective July 5, 2021)
• Ontario Ministry of Public and Business Service Delivery and Procurement, Notice — Business Corporations Act — Filing Articles of Amendment (effective October 19, 2021) — a Canada (federal) biased NUANS name search is not acceptable, and the report must be obtained from a private name search company — the ministry does not provide this search
• Ontario, Corporations Information Act, R.S.O. 1990, c. C.39 — the initial return within 60 days after incorporation (s.2(2)), the extra-provincial initial return within 60 days after beginning to carry on business in Ontario (s.3), and a notice of change within 15 days after the change takes place (s.4(1))
• Ontario Ministry of Public and Business Service Delivery and Procurement, Notice — Corporations Information Act — Filing an Initial Return and Notice of Change (effective February 1, 2025) — there is no statutory fee, and online filing uses a company key giving authority over the corporation
• Ontario Ministry of Public and Business Service Delivery and Procurement, Notice — Corporations Information Act — Filing an Initial Return and Notice of Change — Extra-Provincial Corporations (effective October 19, 2021) — the extra-provincial initial return within 60 days with no statutory fee; only corporations incorporated under the laws of a jurisdiction outside Canada must first obtain an extra-provincial licence
• Corporations Canada, Directors and officers — ordinarily at least 25 percent of a federal corporation's directors must be resident Canadians (at least one director if the corporation has fewer than four)
• Corporations Canada, How to incorporate a business — with a word name, the legal right to use it across Canada once Corporations Canada has approved the name
• Corporations Canada, Annual return — Business corporations — the federal annual return, filed online for $12 within 60 days of the incorporation anniversary
• Canada Revenue Agency, When you need a business number — incorporating in Ontario also gives a corporation income tax (RC) program account as part of the process; GST/HST and payroll accounts are registered separately afterwards
• Canada Revenue Agency, Corporation income tax program account — on incorporation in Ontario the business is automatically assigned a BN and an RC program account, and Ontario filers receive a notice by mail confirming the BN and a summary of program accounts
• Canada Revenue Agency, When to register for and start charging the GST/HST — the $30,000 small-supplier threshold, in a single calendar quarter or over four consecutive calendar quarters
• Canadian Intellectual Property Office, Trademarks guide — registering a trademark gives the sole right to use the mark across Canada for 10 years