How to incorporate a business federally in Canada
Learn how to federally incorporate a business in Canada under the Canada Business Corporations Act, including choosing a corporate name, preparing articles, appointing directors, filing significant-control information, paying the incorporation fee and completing post-incorporation registrations.
Helpydo structures practical guidance around official or public sources. For individual cases, confirm requirements with the responsible institution.
To incorporate a business federally in Canada, choose a numbered or word corporate name, create your articles of incorporation, provide the registered office and first directors, file information about individuals with significant control, and submit the application to Corporations Canada. Online incorporation costs $200 and the service standard is 1 business day. Express online service costs an additional $100 and has a 4-business-hour service standard.
What you need
- Choose either a word name or an assigned numbered corporate name.
- Prepare the corporation's articles of incorporation, including its share structure, number of directors and any applicable restrictions or additional provisions.
- Provide an initial registered office address.
- Identify the first board of directors and provide the required director information.
- Ensure each proposed director meets the requirements under the Canada Business Corporations Act.
- Identify the corporation's individuals with significant control (ISC) and provide the required ISC information.
- Pay the applicable federal incorporation fee.
- After incorporation, register the federal corporation in each province or territory where registration is required for carrying on business.
Eligibility
This procedure applies to a for-profit business that will incorporate federally under the Canada Business Corporations Act (CBCA). A federal business corporation must have at least one director. A director must be an individual who is at least 18 years old, must not have been declared incapable under applicable law or by a court, and must not have bankrupt status. Ordinarily, at least 25% of the directors must be resident Canadians; if the corporation has fewer than four directors, at least one director must be a resident Canadian. Additional residency or ownership requirements can apply in regulated sectors. Federal incorporation does not replace provincial or territorial registration requirements where the corporation carries on business.
How to do it
- Choose the corporate name. Decide between a word name and an assigned numbered name such as 12345678 Canada Inc. A numbered name is assigned by Corporations Canada. For an online incorporation using a word name, the corporate name search is integrated into the federal incorporation process, so you do not need to order a Nuans report beforehand.
- Choose basic or custom incorporation and prepare the articles. Basic incorporation provides predetermined articles and an assigned numbered name. Custom incorporation lets you specify the corporate name, share structure, restrictions on share transfers, number of directors, restrictions on business activities and other provisions.
- Set the registered office. Provide the corporation's initial registered office address. This is the address associated with the corporation for its corporate records and service of official documents.
- Choose the first directors. Provide the first name, last name and address of each director and indicate whether the director is a resident Canadian. Confirm that all directors meet the statutory eligibility requirements.
- Identify individuals with significant control. Determine who owns or controls the corporation and complete the required ISC information. CBCA corporations must file ISC information upon incorporation.
- Submit the incorporation application. File through Corporations Canada's Online Filing Centre and pay the $200 online incorporation fee. The published service standard is 1 business day. If eligible and needed, express online service costs an additional $100 and has a 4-business-hour service standard.
- Keep the incorporation documents. Once approved, retain the Certificate of Incorporation, articles and corporate records. Complete the corporation's internal organization, including the appropriate director, officer, shareholder, share-issuance and corporate-record steps for your circumstances.
- Confirm the Business Number and tax accounts. A business incorporated federally is automatically assigned a CRA Business Number and a corporation income tax program account. Register for additional CRA program accounts, such as GST/HST or payroll, when your business activities require them.
- Register provincially or territorially where required. Federal incorporation does not by itself complete every local registration. Provincial and territorial legislation requires a federal corporation to register in jurisdictions where it carries on business, subject to the rules of each jurisdiction.
- Maintain the federal corporation. File the federal annual return and ISC information every year within 60 days following the corporation's anniversary date. ISC information must also be filed with Corporations Canada within 15 days of a change to the ISC register.
Federal incorporation in Canada: what it means
Federal incorporation creates a corporation under the Canada Business Corporations Act and is administered by Corporations Canada, part of Innovation, Science and Economic Development Canada. The corporation becomes a separate legal entity from its shareholders.
Federal incorporation should not be confused with provincial or territorial business registration. A federally incorporated company generally must also register in each province or territory where it carries on business, according to that jurisdiction's rules.
How much does federal incorporation cost?
Corporations Canada currently charges $200 for online incorporation of a business corporation. The published online service standard is 1 business day. Express online service is available for eligible incorporation applications for an additional $100, with a service standard of 4 business hours.
These federal fees do not include separate provincial or territorial registration fees, permits, licences, professional advice or other costs your business may require.
Numbered name or word name?
Numbered corporation
A numbered name is assigned by Corporations Canada and is generally the simplest naming option. A federal numbered corporation has a name in the format of an assigned number followed by Canada and a legal element, for example, 12345678 Canada Inc. The corporation may use a different operating or business name, subject to applicable registration requirements.
Word name
A word name uses letters or symbols to identify the corporation. When incorporating online with a word name, you do not need to order a Nuans report before applying because the corporate name search is integrated into the federal incorporation process. The proposed name still needs to be accepted by Corporations Canada.
Articles of incorporation
The articles establish important parts of the corporation's legal structure. Corporations Canada offers basic incorporation for some straightforward small private businesses and custom incorporation where the incorporator needs to specify the corporation's structure.
Custom articles can address the corporate name, classes of shares and their rights, restrictions on share transfers, the number or range of directors, restrictions on the corporation's business or activities and other provisions. Because the share structure can have important legal, financing and tax consequences, businesses with multiple shareholders, investors or complex ownership arrangements may benefit from professional legal and tax advice before filing.
Registered office and first directors
A federal corporation must have a registered office and a board of directors. The registered office is important because corporate records are kept there as required and official documents can be served on the corporation there.
The corporation must have at least one director. Directors must be individuals who are at least 18 years old, are not legally incapable and are not bankrupt. Ordinarily, at least 25% of directors must be resident Canadians. If there are fewer than four directors, at least one must be a resident Canadian. Different or additional rules can apply to businesses operating in sectors subject to ownership or control restrictions.
Individuals with significant control
Federal CBCA corporations must identify individuals with significant control, commonly called ISCs. Since January 22, 2024, CBCA corporations have been required to file ISC information with Corporations Canada.
ISC information must be filed upon incorporation, annually with the corporation's annual return, and within 15 days of a change to the corporation's ISC register. The corporation must also maintain its ISC register and take reasonable steps to keep the information current. Some filed ISC information is publicly available through Corporations Canada.
What happens after federal incorporation?
Business Number and corporate income tax account
When a business incorporates federally, it is automatically assigned a Business Number by the Canada Revenue Agency and a corporation income tax program account. The Business Number is the corporation's unique nine-digit federal business identifier.
Depending on its activities, the corporation may also need additional CRA program accounts. Examples include a GST/HST account and a payroll deductions account. These accounts use the same Business Number with a program identifier and reference number.
Provincial and territorial registration
A federal corporation must also consider registration in every province or territory where it carries on business. Corporations Canada notes that carrying on business typically includes activities such as having an address, post office box or telephone number in a jurisdiction, or offering products or services there. Exact registration rules and fees vary by province and territory.
Permits and licences
Incorporation does not automatically provide every licence or permit needed to operate. Municipal, provincial, territorial or federal permits may be required depending on the business location and industry.
Annual filing obligations
An active CBCA corporation must file an annual return with Corporations Canada every year. For a business corporation, the annual return and required ISC information must be filed within 60 days following the corporation's anniversary date. The anniversary date is based on the date the corporation was incorporated, amalgamated or continued under the applicable federal legislation.
The Corporations Canada annual return is separate from the corporation's income tax return filed with the Canada Revenue Agency. The current online fee for a federal annual return is $12.
Important distinction: federal incorporation does not finish every registration
Receiving a federal Certificate of Incorporation means the corporation has been created federally. It does not necessarily mean the company is ready to conduct every type of business everywhere in Canada. Check provincial or territorial extra-provincial registration, CRA program accounts, municipal requirements and industry-specific permits before beginning operations.
Frequently asked questions
How much does it cost to incorporate federally in Canada?
Online federal incorporation of a business corporation currently costs $200 through Corporations Canada. Express online service costs an additional $100.
How long does federal incorporation take in Canada?
Corporations Canada's published service standard for online incorporation is 1 business day. Express online service has a 4-business-hour service standard.
Do I need a Nuans report to federally incorporate online?
You do not need to order a Nuans report before an online federal incorporation with a word name because the corporate name search is integrated into the incorporation process.
Can I incorporate a numbered company in Canada?
Yes. You can choose an assigned numbered corporate name. Corporations Canada assigns the number, making this the simplest naming option.
Can one person own and run a federal corporation?
Yes. Corporations Canada states that an individual can be the sole shareholder, director and officer of a corporation, provided the applicable director requirements are met.
Does a federal corporation need a Canadian resident director?
Ordinarily, at least 25% of the directors must be resident Canadians. If the corporation has fewer than four directors, at least one director must be a resident Canadian. Additional requirements can apply to certain regulated sectors.
Do I get a CRA Business Number when I incorporate federally?
Yes. A business incorporated federally is automatically assigned a CRA Business Number and a corporation income tax program account.
Do I still need provincial registration after federal incorporation?
Yes, where required. Provincial and territorial legislation requires federal corporations to register in each province or territory in which they carry on business. Requirements and fees vary by jurisdiction.
What is an individual with significant control?
An individual with significant control is a person who has significant ownership or control over a corporation under the CBCA rules. Federal corporations must identify their ISCs, maintain an ISC register and file required ISC information with Corporations Canada.
When is a federal corporation's annual return due?
A federal business corporation must file its annual return and annual ISC information within 60 days following its incorporation, amalgamation or continuation anniversary date.