Ontario Incorporation Lawyer for Businesses and Professionals
Incorporate Your Business in Ontario With Lawyer-Prepared Corporate Records
Starting a corporation involves more than filing Articles of Incorporation. Business owners must consider the corporate name, share structure, directors and officers, organizational resolutions, corporate records, beneficial ownership information, tax-account registrations and ongoing maintenance requirements.
Vanguard Law assists business owners, founders, entrepreneurs and professionals with Ontario incorporations and corporate maintenance. We prepare and file incorporation documents through the Ontario Business Registry, organize the corporation’s initial records, prepare a digital minute book and help clients understand the next steps after incorporation.
Whether you are starting a new business, moving from a sole proprietorship to a corporation, establishing a professional corporation or preparing to hire employees, we provide practical legal support for building the corporation properly from the beginning.
Contact Vanguard Law to discuss your Ontario incorporation.
Ontario Incorporation Services
Vanguard Law assists with Ontario business incorporations, including:
Articles of Incorporation filed through the Ontario Business Registry;
Named or numbered Ontario corporations;
Ontario-biased or weighted NUANS name search reports for named corporations;
Initial share-structure planning;
Director and officer appointments;
Corporate by-laws;
Initial director and shareholder resolutions;
Initial share issuances;
Corporate registers and ledgers;
Digital minute books;
Registers of individuals with significant control;
Company Key guidance for future Ontario Business Registry filings;
Business Number and CRA program-account assistance, where requested;
HST and payroll-account registration assistance, where required;
Shareholders’ agreements, where appropriate;
Professional corporation support, subject to applicable regulator requirements; and
Annual corporate maintenance.
A properly organized corporation gives owners clearer records from the start and can make future interactions with banks, accountants, investors, business partners and purchasers more efficient.
What Is an Ontario Corporation?
An Ontario corporation is a separate legal entity incorporated under Ontario law. Once incorporated, the corporation can generally carry on business, enter contracts, hold assets, open bank accounts, hire employees and incur obligations in its own name.
Incorporation may be suitable for business owners seeking a formal business structure for growth, ownership arrangements, succession planning, investment, liability management or tax planning undertaken with an accountant.
However, incorporation does not automatically eliminate every personal obligation or risk. Directors, officers, shareholders and guarantors may still have personal responsibilities in certain circumstances. Business owners should obtain legal and accounting advice appropriate to their operations and plans.
When Should a Business Owner Consider Incorporating?
There is no single answer that applies to every business. Some business owners incorporate when launching a new venture, while others begin as sole proprietors and incorporate once the business develops.
You may wish to obtain advice about incorporation where:
You are starting a new business in Ontario;
Your existing sole proprietorship is growing;
You are adding a business partner or co-owner;
You want a formal ownership and share structure;
You plan to hire employees;
You are entering significant contracts or leases;
You intend to seek investment or financing;
You are acquiring assets or intellectual property for the business;
You are a regulated professional considering a professional corporation;
You require corporate records for banking or commercial purposes; or
Your accountant has recommended considering a corporate structure.
A lawyer can assist with establishing the corporation and organizing its legal records. An accountant can advise on tax consequences, compensation planning, HST issues and whether incorporation makes financial sense in your circumstances.
Ontario Incorporation Compared With a Sole Proprietorship
A sole proprietorship and a corporation are different legal structures.
A sole proprietor generally operates a business personally, even where a business name has been registered. A corporation is a separate legal entity with its own corporate records, directors, officers and shareholders.
Business owners may consider incorporation because a corporation can provide:
A formal ownership structure;
The ability to issue shares;
Greater continuity if ownership changes;
Separate corporate records;
A structure for business partners or investors;
A vehicle for hiring employees and entering contracts; and
Potential planning opportunities to discuss with an accountant.
Incorporation also creates ongoing responsibilities, including maintaining corporate records, preparing required resolutions, keeping information current and filing applicable returns.
Vanguard Law helps clients understand the incorporation process and establish the initial corporate records required for an Ontario business corporation.
Named Corporation or Numbered Corporation?
When incorporating in Ontario, a business owner may generally choose between a named corporation and a numbered corporation.
Named Ontario Corporation
A named corporation uses a selected corporate name, such as:
Example Consulting Inc.
For a named Ontario business corporation, an Ontario-biased or weighted NUANS name search report is required as part of the incorporation process. The search identifies potentially similar names in the relevant database and assists with the filing process.
A NUANS report and incorporation filing do not guarantee exclusive rights to the name or eliminate the possibility of a name or trademark dispute. Business owners with important branding plans may also require separate trademark advice or screening.
Numbered Ontario Corporation
A numbered corporation receives a government-assigned corporate name, such as:
12345678 Ontario Inc.
A numbered corporation may be appropriate where a client does not require a public-facing corporate name immediately, uses a separate registered business name for branding, or prefers a simpler incorporation process.
We help clients consider whether a named or numbered corporation is appropriate for their immediate business goals.
What You Receive With an Ontario Incorporation
An incorporation should leave the business owner with more than a certificate. Vanguard Law prepares an organizational package intended to give the new corporation clear initial records.
Depending on the matter and selected services, your incorporation may include:
Articles of Incorporation
We prepare and submit the Articles of Incorporation through the Ontario Business Registry based on the selected corporate name, registered office, directors and share structure.
Certificate of Incorporation
Once the corporation is incorporated, the issued corporate documents confirm the corporation’s creation and Ontario corporation number.
Corporate By-Laws
Corporate by-laws address internal governance matters relating to directors, officers, shareholders, meetings, resolutions and corporate administration.
Initial Director and Shareholder Resolutions
We prepare initial organizational resolutions addressing matters such as the adoption of by-laws, appointment of officers, banking matters, financial year-end considerations and initial share issuances.
Director and Officer Appointments
The corporation’s initial directors and officers are documented as part of its organization.
Share Issuances and Share Records
We prepare documentation for the initial issuance of shares and related registers and ledgers based on the agreed ownership structure.
Digital Minute Book
The corporation receives a digital minute book containing its foundational corporate records, generally including incorporation documents, by-laws, resolutions, registers, ledgers and initial share documentation.
Register of Individuals With Significant Control
Ontario corporations are required to maintain information regarding individuals with significant control, where applicable. We prepare the corporation’s initial register based on the information provided and include it in the corporate records.
Company Key Guidance
The Ontario Business Registry issues a Company Key connected to the corporation. The Company Key is important for future filings and should be safeguarded carefully. We help clients understand its significance and how it relates to future corporate filings.
Share Structures and Initial Ownership
A corporation’s share structure can affect ownership, voting, dividends, future investment, succession planning and transactions between shareholders.
Some corporations begin with a simple share structure and a single shareholder. Others may require planning because there are multiple founders, planned investors, family ownership considerations, professional-corporation restrictions or expected future changes.
We assist with initial incorporation matters involving:
Single-shareholder corporations;
Multiple founder corporations;
Voting and non-voting shares;
Common and special share classes;
Initial share subscriptions;
Initial share issuances;
Corporate registers and ledgers; and
Identifying when separate tax or accounting advice is appropriate.
Where two or more owners will operate a business together, a shareholders’ agreement may also be appropriate to address matters such as decision-making, share transfers, disputes, exits, death, disability and the future of the business.
Digital Minute Books and Corporate Records
A corporation must maintain important corporate records after incorporation. A properly organized minute book helps establish who owns the corporation, who manages it and what foundational decisions were made.
Your digital minute book may include:
Articles and Certificate of Incorporation;
Corporate by-laws;
Initial director resolutions;
Initial shareholder resolutions;
Director and officer registers;
Shareholder registers;
Securities registers;
Share subscription and issuance documents;
Register of individuals with significant control; and
Other initial corporate records relevant to the organization of the corporation.
A properly prepared minute book may be required or requested when dealing with:
Banks and lenders;
Accountants;
Investors;
Purchasers;
Commercial transactions;
Share transfers;
Corporate reorganizations; or
Due diligence reviews.
Vanguard Law provides digital corporate records designed to help clients begin operating with an organized corporate foundation.
Business Numbers, Corporate Tax Accounts, HST and Payroll
When an Ontario business is incorporated, it is automatically assigned a Business Number and a corporation income tax program account through the applicable government process.
Depending on the corporation’s activities, it may also require additional CRA program accounts, including:
GST/HST accounts;
Payroll deduction accounts; or
Other program accounts applicable to the business.
Not every corporation will require the same registrations immediately. For example, a corporation that begins hiring employees may require payroll-account setup, while a corporation’s HST-registration requirements may depend on its circumstances and revenue.
Vanguard Law can assist with CRA program-account registrations where requested as part of the incorporation process. Clients should also consult an accountant regarding tax filings, HST obligations, payroll remittances, compensation planning and corporate tax matters.
Professional Corporations in Ontario
Certain regulated professionals may be permitted to practise through a professional corporation, subject to the rules and requirements of their governing body.
Professional corporations may involve additional considerations beyond an ordinary business corporation, including:
Restrictions concerning shareholders;
Restrictions concerning directors and officers;
Naming requirements;
Professional-regulator documentation;
Certificates of authorization or similar approvals, where applicable;
Corporate record requirements; and
Tax and accounting considerations.
Vanguard Law assists professionals with incorporation documentation and coordination relating to professional corporations, subject to the requirements applicable to the profession involved.
Because professional-corporation requirements can vary by profession and regulator, clients should obtain advice specific to their regulatory body before relying on a corporate structure for professional practice.
Shareholders’ Agreements for Multiple Owners
Where a corporation has more than one owner, the incorporation documents alone may not fully address how the owners intend to manage their working relationship.
A shareholders’ agreement may help address:
Ownership percentages;
Voting and decision-making;
Roles and responsibilities;
Funding obligations;
Share transfers;
Restrictions on selling shares;
Buyout procedures;
Deadlock and dispute resolution;
Departure of a founder;
Disability or death of a shareholder;
Confidentiality and business protection issues; and
Sale of the business.
Vanguard Law can assist with a shareholders’ agreement as an optional additional service where a corporation has multiple owners or requires a more detailed ownership arrangement.
After Incorporation: Hiring Employees in Ontario
A newly incorporated or growing business may eventually begin hiring employees. Before doing so, an employer should consider appropriate employment agreements, workplace policies, onboarding documents, payroll setup and workplace procedures.
Vanguard Law assists Ontario businesses after incorporation with employer-side employment-law support through Workplace Counsel+™, including employment agreements, workplace policies, performance-management issues, accommodation matters, discipline and termination planning.
As the corporation grows, it may also require legal assistance with:
Employment contracts and offer letters;
Workplace harassment and violence policies;
Employee handbooks;
Manager guidance;
Workplace complaints;
Termination planning; and
Ongoing employment-law risk management.
Where a workplace complaint requires a structured investigation, learn more about our Workplace Investigations services.
Where an employee termination has already resulted in a demand letter or wrongful dismissal claim, learn more about our Wrongful Dismissal Defence services for Ontario employers.
Ongoing Corporate Maintenance
Incorporation is the beginning of the corporation’s legal existence, not the end of its record-keeping responsibilities.
Ontario corporations should keep their corporate information and records current. Depending on the corporation’s activities and changes over time, ongoing corporate maintenance may include:
Annual resolutions of directors and shareholders;
Annual return filings through the Ontario Business Registry;
Updates to director or officer information;
Registered-office changes;
Share issuances or transfers;
Updates to registers and ledgers;
Annual review of significant-control information;
Maintenance of land-interest registers, where applicable;
Corporate record updates following business changes; and
Coordination with accountants regarding relevant corporate matters.
Vanguard Law offers annual corporate maintenance support to help Ontario corporations keep important filings and corporate records organized over time.
Why Use a Lawyer to Incorporate a Business?
Ontario business owners can access incorporation filing options through the Ontario Business Registry. However, filing Articles of Incorporation is only one part of establishing an organized corporation.
A lawyer-managed incorporation can assist with:
Understanding the legal structure being created;
Selecting an appropriate named or numbered corporation approach;
Preparing a share structure based on the client’s instructions and goals;
Preparing foundational corporate records;
Documenting directors, officers and initial shareholders;
Preparing a digital minute book;
Establishing the initial significant-control register;
Identifying when a shareholders’ agreement may be appropriate;
Identifying employment-law needs where the business will hire employees; and
Providing ongoing corporate-maintenance assistance after incorporation.
The goal is not simply to create a corporation number. It is to give the business owner a properly organized corporate record from the beginning.
Our Ontario Incorporation Process
1. Initial Consultation and Intake
We begin by learning about the proposed business, the intended owners, the proposed name or numbered-corporation preference, the nature of the business and any special considerations.
This may include discussing:
Whether the client wishes to incorporate in Ontario;
Whether the corporation will be named or numbered;
Who will own shares;
Who will act as directors and officers;
Whether there will be multiple founders;
Whether a professional corporation is being considered;
Whether additional CRA accounts may be required; and
Whether the business intends to hire employees.
2. Name Review, Where Applicable
For a named Ontario corporation, we obtain and review the applicable NUANS name search report required for the filing process.
Where branding or trademark protection is important, additional advice may be appropriate because incorporation alone does not guarantee exclusive rights to a business name.
3. Articles of Incorporation
We prepare and submit the Articles of Incorporation through the Ontario Business Registry based on the incorporation instructions and applicable filing requirements.
4. Corporate Organization
After incorporation, we prepare the corporation’s initial organizational documents, which may include:
Corporate by-laws;
Initial director resolutions;
Initial shareholder resolutions;
Officer appointments;
Initial share issuances;
Registers and ledgers;
Significant-control register; and
Other foundational corporate documents.
5. Digital Minute Book Delivery
We deliver the corporation’s digital minute book containing its initial corporate records and explain the documents provided.
6. Optional Registrations and Next Steps
Where selected and appropriate, we assist with additional matters such as:
HST or payroll-account registrations;
Shareholders’ agreements;
Professional-corporation documentation;
Annual corporate maintenance; and
Employer-side legal support where the corporation begins hiring employees.
Frequently Asked Questions About Ontario Incorporations
Do I Need a Lawyer to Incorporate a Business in Ontario?
Business owners may file an incorporation through the Ontario Business Registry directly or use an intermediary, such as a legal professional, to file on their behalf. A lawyer can also assist with share structure, corporate organization, initial resolutions, registers, minute books and related legal considerations beyond submitting the filing itself.
Should I Incorporate Provincially in Ontario or Federally?
The appropriate jurisdiction depends on the business, its planned operations, naming considerations and future goals. This page addresses Ontario incorporations. A client considering federal incorporation or operations in more than one jurisdiction should obtain advice about the structure most appropriate to the business.
Do I Need a Named Corporation or a Numbered Corporation?
A named corporation may be appropriate where the corporation itself will use a selected name. A numbered corporation may be suitable where a selected corporate name is not required immediately or the business intends to operate under a separately registered business name. We can discuss the available options based on your intended use of the corporation.
Do I Need a NUANS Report for an Ontario Corporation?
A named Ontario business corporation generally requires the applicable Ontario-biased or weighted NUANS name search report for the incorporation filing. A numbered corporation does not require a selected corporate name.
Does Incorporating a Name Give Me Exclusive Trademark Rights?
No. Incorporating under a name does not by itself guarantee exclusive trademark rights or eliminate the risk of a dispute with another business or trademark owner. Where the business name or brand is commercially important, additional trademark advice or screening may be appropriate.
What Is a Digital Minute Book?
A digital minute book is an organized electronic collection of the corporation’s foundational records, including incorporation documents, by-laws, resolutions, registers, ledgers and initial share documents. It helps the corporation maintain its legal records and may be relevant when working with banks, accountants, investors or potential purchasers.
What Is a Register of Individuals With Significant Control?
Ontario corporations are required to maintain information concerning individuals with significant control, where applicable, and to review that information at least annually. We prepare the corporation’s initial register based on the information provided as part of the organizational records.
Will My Ontario Corporation Receive a Business Number?
An Ontario corporation is automatically assigned a Business Number and a corporation income tax program account through the applicable government process. Additional CRA accounts, such as HST or payroll, may also be required depending on the business’s circumstances.
Can You Help With HST or Payroll Registration?
Yes. HST and payroll-account assistance can be added where required or requested as part of the business setup process. Clients should also obtain accounting advice concerning tax registration and remittance obligations.
Can You Help With a Professional Corporation?
Yes. We assist with professional-corporation documentation and coordination, subject to the rules and approval requirements of the applicable professional regulator.
Do I Need a Shareholders’ Agreement?
A shareholders’ agreement may be appropriate where there is more than one owner or where the corporation requires a detailed arrangement regarding decision-making, share transfers, exits, deadlock, death, disability or the future sale of the business.
What Must Be Done After Incorporation?
A corporation should maintain its records, complete required filings, keep corporate information current, review significant-control information as required and address changes involving directors, officers, registered office, shares or ownership. Vanguard Law offers ongoing corporate-maintenance support.
Can You Help My Corporation Hire Employees?
Yes. Once a corporation is hiring employees, Vanguard Law assists Ontario employers with employment agreements, workplace policies and ongoing employment-law advice through Workplace Counsel+™.
Related Legal Services for Ontario Businesses
As an incorporated business begins operating and growing, additional legal needs may arise. Vanguard Law also assists businesses through:
Workplace Counsel+™ — ongoing employer-side employment-law support for employment agreements, workplace policies, accommodation, discipline and termination planning.
Workplace Investigations — investigation support for Ontario employers dealing with workplace harassment, discrimination, misconduct, violence or reprisal complaints.
Wrongful Dismissal Defence — employer-side representation for disputed terminations, employee demand letters and wrongful dismissal claims.
Incorporate Your Ontario Business With Vanguard Law
If you are starting a business, establishing a professional corporation, moving from a sole proprietorship to a corporation or organizing a growing enterprise, Vanguard Law can assist with your Ontario incorporation and initial corporate records.
Our lawyer-managed incorporation process is designed to provide your corporation with organized foundational documents, a digital minute book and practical guidance concerning next steps after incorporation.
Contact Vanguard Law to discuss your Ontario incorporation.