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Gondaliya CPA

Corporate Tax Filing Experts

Tax Accountant for Numbered Companies in Ontario and Across Canada

We file the T2 for your numbered company, structure your holdco and operating company so dividends move up tax-free, keep the capital dividend account and RDTOH right, protect your small business deduction, and handle the annual return and minute book. Whether your numbered company is a holding company, a real-estate or investment holdco, or an active operating company, we handle the corporate books, the T2 and any HST and payroll, plan the intercorporate dividends, capital dividend account and estate freeze, and keep the annual return, registered office and minute book compliant — with AFFORDABLE flat fees.

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AFFORDABLE Numbered Company Tax Accountant

A numbered company is simply a corporation that uses its registration number as its name, so legally and for tax it is a full corporation with all the same obligations: an annual T2, the Ontario Business Registry annual return, a registered office and a corporate minute book. The real value is not the name but the structure, because how your holdco and operating company are arranged decides whether profits move up tax-free, how passive income is taxed, and how much of the small business deduction you keep. That is why you need a numbered companies accountant Ontario owners trust to work the structure, not just the filing. At Gondaliya CPA, we specialize in holdco-opco structure planning and tax planning for numbered companies, keeping the capital dividend account and RDTOH right and handling the T2 and any HST — AFFORDABLE flat-fee support that keeps you CRA-compliant and stops you paying more tax than you owe.

As an accounting firm for numbered companies, we work with holding companies, real-estate holdcos, investment and family holding companies, and active operating numbered companies across Ontario, with year-round support rather than a once-a-year scramble. We tell you plainly what the structure can do, what it cannot, and where the real tax sits across your intercorporate dividend planning, investment income and eventual sale.

Let us handle the numbers so you can focus on running the business.

Gondaliya CPA team - accounting and tax services for numbered companies

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Accounting That Understands How a Numbered Company Actually Works

Running a business through a numbered company comes with a tax reality most owners never see. It looks like a simple corporation, but how your holdco and opco are structured decides whether profits move up tax-free, whether passive income erodes your small business deduction, and whether a missed capital dividend account election costs you money forever. At Gondaliya CPA, we understand the financial reality of a numbered company and provide practical, structure-focused solutions across the GTA and all of Ontario.

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Holdco / Opco Structure

Moving profits up to a holding company tax-free with section 112 dividends protects assets and defers tax, but only if the structure is set up right.

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Passive Income & the SBD

Investment income inside the company triggers refundable tax and can erode the $500,000 small business deduction.

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Capital Dividend Account

The CDA lets you pay out the tax-free half of capital gains as tax-free dividends, but a missed election is lost forever.

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Ongoing Compliance

A numbered company still owes an annual T2, the Ontario Business Registry annual return, a registered office and a minute book.

Stay Compliant and Minimize Your Numbered Company Tax

For a numbered company, staying onside with CRA and paying the least legal tax are the same job. We keep every filing on schedule while structuring the holdco and opco to move dividends up tax-free and protect the small business deduction, so nothing is missed and nothing invites a reassessment.

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Corporate & Registry Obligations

Every numbered company must keep a registered office, file the Ontario Business Registry annual return, and maintain a corporate minute book with director resolutions and a share register. Skip the annual return and the province can dissolve your OBCA or CBCA corporation; skip the minute book and CRA can challenge the dividends you paid. We keep the registry filings current, the registered office valid and the minute book complete, so the corporate side of your numbered company never falls out of good standing.

CRA Obligations for Numbered Companies

Staying compliant with CRA means more than one return a year. We manage the annual T2, issue T5 slips for the dividends your numbered company pays, register for 13% HST only where there is genuine commercial activity, and keep the shareholder-loan rules under subsection 15(2) onside. By monitoring the areas CRA reviews most often on holding-company files, we reduce your audit exposure and keep your corporation financially sound.

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Year-End Deliverables for Numbered Companies

At year-end, a numbered company needs a proper trial balance, financial statements, and a T2 with GIFI on Schedule 100 and Schedule 3 dividends received that ties to any HST returns. Where a lender or a reorganization is involved, you also need CPA-compiled financial statements. Our team prepares every deliverable on time and in compliance, so your file is audit-ready and financing-ready.

Accounting & Tax Experts for Numbered Companies

Gondaliya CPA numbered company accounting expertsGondaliya CPA numbered company tax experts
  • AFFORDABLE + Fully Licensed CPA Firm
  • Business and Corporate Tax Expert
  • Small & Medium Business Expert
  • Accounting, bookkeeping, and tax filing
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Why Choose Our Accounting Services for Numbered Companies?

1
🎯

Tax Planning — Holdco & Structure Expertise

We know the file: section 112 tax-free intercorporate dividends, the section 89 capital dividend account, and the $50,000 passive-income grind on the $500,000 Small Business Deduction. We plan the section 86 estate freeze and set up the $1.25M LCGE for an eventual sale.

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Consulting — Holdco/Opco Bookkeeping

Our bookkeeping reconciles intercorporate dividends, investment income and shareholder loans across your holdco and opco in QuickBooks Online, Sage 50 or Xero, so you know the real position of each corporation and your 13% HST ties to reported revenue where it applies.

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CRA Representation — Corporate Audit & Compliance

When CRA questions a shareholder loan, a dividend or capital dividend account election, or a dormant-company assumption, we prepare the response, defend the subsection 15(2) and section 89 positions, and pursue relief on Form RC4288 where penalties came from a prior error.

4
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Bookkeeping — Growth, Reorganization & Succession

We structure the section 85 rollover into a holdco, plan estate freezes and buy/sell arrangements, and handle the eventual dissolution so the capital gains, capital dividend account balance and RDTOH are all handled ahead of time.

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Numbered Company Clients
Includes personal T1 filing for you and your family
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Numbered Company Tax and Accounting Services in Ontario

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Corporate Tax Filing for Numbered Companies

Professional T2 preparation with Schedule 3 dividends received, Schedule 8 CCA and GIFI, plus nil returns for dormant holdcos, and CRA compliance on every line.

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Accounting & Bookkeeping for Numbered Companies

Holdco and opco bookkeeping with financial statements, clean records, intercorporate-dividend tracking and monthly reporting built for a numbered company.

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Corporate Tax Planning for Numbered Companies

Smart tax planning for section 112 dividends, the capital dividend account and RDTOH, protecting the Small Business Deduction and planning the estate freeze.

Catch-Up Corporate Tax Filing for Numbered Companies

File overdue T2 years and missed Ontario annual returns, rebuild CDA and RDTOH balances, and get back into CRA compliance with accurate catch-up support.

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GST/HST Filing for Numbered Companies

AFFORDABLE HST filing at 13% where there is commercial activity, with full input tax credits, and keeping a pure holdco correctly outside the HST system.

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Corporate Tax Cleanup for Numbered Companies

Correct shareholder loans under subsection 15(2), rebuild CDA and RDTOH balances, fix dividend elections, and file an amended T2.

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CRA Audit Resolution Services for Numbered Companies

Expert support for shareholder-loan audits, dormant-company reassessments, and dividend or CDA disputes, with confidence.

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CPA Compilation Report (Notice to Reader) for Numbered Companies

CPA-compiled financial statements that banks and lenders accept for financing, reorganizations and share sales.

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Incorporation Services for Numbered Companies

Full incorporation under the OBCA or CBCA, Business Number setup, trade-name registration, and the section 85 rollover into a holdco.

Accounting & Tax Services Tailored for Numbered Companies

Real, practitioner-level CPA expertise for holding companies, real-estate holdcos, investment and family holding companies, and active operating numbered companies across Ontario — built for how a numbered company actually runs.

  • We prepare the annual T2 corporate return for your numbered company with GIFI on Schedule 100, reporting retained earnings and setting active income against the 12.2% Ontario small-business rate, so CRA never flags your numbered corporation for a desk audit.
  • We file Schedule 3 dividends received for your holdco, confirming connected-corporation status under section 112 so the intercorporate dividends move up tax-free, because a misfiled Schedule 3 lets CRA levy Part IV tax at 38.67% on the whole transfer.
  • We claim capital cost allowance on Schedule 8 CCA for your holdco rental income property and its equipment, so a numbered company holding real estate never over- or under-depreciates and CRA cannot reassess years of CCA and add the 5% plus 1% penalty.
  • We file a nil T2 for a dormant numbered company that holds only marketable securities or cash, because CRA still demands the return and a missed nil filing draws the same 5% plus 1% late-filing penalty a profitable corporation faces.
  • We report your portfolio dividends and GIC interest through the T2 with the correct GIFI codes, so investment income inside your numbered company is taxed once and CRA’s matching program finds nothing wrong on the $50,000 passive-income line.
  • We keep your holdco-opco structure books in QuickBooks Online for numbered companies, tagging every transfer so investment portfolio income and management fees are captured for the T2 and the $50,000 passive-income test, because blurred books invite CRA to reassess the whole corporation.
  • We track shareholder loans in Sage 50 corporate accounting, flagging any balance the owner owes past two year-ends, so an unrepaid draw does not become taxable income and a routine $75,000 withdrawal never turns into a tax bill CRA issues.
  • We reconcile dividend income and holdco cash reserves in Xero for holding companies, matching each T5 dividend slip to what CRA receives, so your numbered company’s 12.2%-rate income ties out and a mismatch never expands into a three-year audit.
  • We record intercompany loans between your operating company and holdco through Plooto payments, documenting each advance so CRA cannot recharacterize a genuine loan as a dividend and levy tax at 38.67% on funds only being moved between connected corporations.
  • We keep corporate minute book maintenance current alongside the books, recording director resolutions and the T5 for every dividend income payment, because the Ontario Business Registry expects a filed annual return and CRA can invalidate a $50,000 distribution paid without the paperwork.
  • We push profits from your opco up to the holding company as section 112 intercorporate dividends, shielding the cash from operating-company creditors, so a numbered holdco defers the tax CRA would otherwise take at the 38.67% refundable rate on investment income.
  • We pay out your capital dividend account balance under section 89 CDA as a tax-free capital dividend, filing the election before payment, because a missed election is lost forever and hands CRA tax on money that should reach shareholders at 0%.
  • We protect your section 125 small business deduction by watching the $50,000 passive income limit, because aggregate investment income above it grinds the $500,000 SBD five-to-one and pushes your numbered company’s active income from 12.2% to the general rate.
  • We track safe income section 55 before any dividend, because a dividend paid in excess of the safe income on hand can be recharacterized by CRA as a capital gain, turning a tax-free transfer into a taxable $500,000 event.
  • We design a section 86 estate freeze that caps your holdco value and passes future growth to the next generation, locking in today’s capital gains on investments so CRA taxes the frozen shares against the $1.25M lifetime capital gains exemption instead of a larger future gain.
  • We handle the T2 corporate return numbered company catch-up, reconstructing unfiled years from bank records and investment statements and filing each past its six-month deadline, so CRA cannot arbitrarily assess your corporation and the 5% plus 1% penalty stops compounding.
  • We catch up your missed annual return filing Ontario owes, because a numbered company that skips it can be dissolved by the province, and reinstating an OBCA numbered corporation means filing every back T2 with the 5% plus 1% per month late filing penalty attached.
  • We rebuild the RDTOH refundable dividend tax pool across the unfiled years, because CRA does not carry it forward automatically, and a numbered holdco that ignores it loses the section 129 dividend refund worth 38.67% of its investment income.
  • We file an RC4288 taxpayer relief request to cancel penalties where illness or a prior bookkeeper’s error caused the delay, covering the ten years CRA allows and cancelling the 5% plus 1% penalty on your numbered company’s arrears.
  • We file the unfiled HST filing for numbered companies alongside the T2 years, matching the 13% HST collected to the input tax credits claimed, so CRA does not layer $30,000-plus HST arrears onto an active numbered company’s catch-up filing.
  • We determine whether your numbered company carries on commercial activity at all, because a pure investment holding company earning only dividends and interest income does not cross the $30,000 HST registration threshold and should not register, and forcing it in wrongly draws CRA reassessment.
  • We register your operating numbered company once taxable supplies pass the $30,000 threshold across four consecutive quarters, filing the first GST/HST return on time, so CRA cannot assess back-tax on the 13% HST Ontario you never charged customers.
  • We claim input tax credits on the 13% HST your active numbered company pays on management fees, software and professional costs, recovering it on line 108 of the return, because an opco that collects HST but skips its ITCs overpays CRA every quarter.
  • We keep a pure holdco correctly outside the HST system while its connected opco stays registered, so the CRA numbered company compliance accounts match reality and a wrongly claimed refund never triggers a $30,000 clawback with interest.
  • We reconcile the 13% HST on your returns to the revenue on the numbered company’s T2 in QuickBooks Online, because CRA’s matching program compares the two and a corporation whose HST and income figures disagree is among the fastest files audited.
  • We correct a shareholder-loan balance and report it on Schedule 50 shareholder loan, because subsection 15(2) shareholder loan rules add any balance held past two year-ends to income CRA assesses, a costly surprise for a shareholder who drew $100,000 from the numbered company.
  • We rebuild the capital dividend account CDA a prior preparer left wrong and file an amended T2, because an overstated CDA that CRA later denies triggers a Part III penalty of 60% on the excess capital dividend the numbered company paid.
  • We restore the RDTOH pool and correct the section 129 dividend refund claimed, so your numbered company recovers the 38.67% CRA holds back rather than leaving refundable tax stranded, which quietly raises the corporation’s effective rate above 12.2%.
  • We reallocate charges tied to the real estate holdings inside your numbered company between the associated corporations section 256, filing an amended T2 so CRA cannot deny the deduction and tax the same $500,000 twice across the group.
  • We amend prior returns where personal expenses ran through the numbered company, reversing them before CRA’s four-year window closes, because a single denied category on a holdco usually reopens a full reassessment of three years and the 5% plus 1% penalty.
  • When CRA opens a numbered company CRA reassessment, we answer the shareholder-loan and subsection 15(2) queries within the 30-day deadline, so a single reviewed year does not expand into a reassessment of three prior years and the 5% plus 1% penalty.
  • Where CRA reassesses a supposedly dormant holdco that actually earned interest income and dividends, we file the correct T2 and reconcile the marketable securities, so the assessment reflects the real 38.67% refundable tax and not an arbitrary number.
  • We defend dividend and CDA disputes, proving the section 89 election matched the safe income on hand, so CRA cannot impose the 60% Part III penalty on a capital dividend your numbered company already paid to shareholders.
  • We contest a CRA finding that your numbered company is a specified investment business denied the small business deduction, documenting the active management that keeps the first $500,000 taxed at 12.2% rather than the general rate.
  • We file the Notice of Objection within 90 days of a CRA reassessment and pursue RC4288 relief where a prior accountant’s error caused the penalties, protecting your right to the Tax Court and the 5% plus 1% interest your numbered company should not carry.
  • We prepare CSRS 4200 compilation financial statements for numbered companies in Caseware, tying two fiscal years to the T2 CRA holds, before a bank approves financing on the holdco’s next $500,000 investment property acquisition.
  • We present the opco shares, marketable securities and other assets on the compiled balance sheet at the correct values, tying to two years of T2 filings CRA holds, so a lender sees stable holdco net worth above $2 million and approves the loan faster.
  • Lenders financing a reorganization want two years of compiled statements showing stable retained earnings, so we present your numbered company’s assets, debt and investment income with the T2 the bank expects and CRA holds, so income taxed at 12.2% reads clearly.
  • For a share sale of your numbered company, we compile statements that support the $1.25M lifetime capital gains exemption claim, tying the share value and safe income to the T2, so the buyer’s advisers and CRA accept the numbers.
  • The CSRS 4200 report discloses that no audit or review was performed and ties to the T2 CRA holds, delivered within 30 days so a lender’s conditional approval on your numbered company’s financing is not lost.
  • We handle the incorporation of numbered companies under the OBCA or CBCA, choosing Ontario or federal registration and reserving the registration number as the legal name, so the corporation is filing its first T2 and paying the 12.2% small-business rate within weeks.
  • We complete the section 85 rollover numbered company on Form T2057, moving your operating-company shares or investment property into a new holdco at elected amounts, so the capital gains are deferred and CRA taxes nothing on a transfer above $500,000.
  • We open the CRA business number registration and the HST and payroll accounts only where the numbered company will carry on commercial activity, so a pure holdco is not saddled with a 13% HST account it never needed.
  • We register a trade name under the numbered company through the Ontario Business Registry, renewable every five years, so “1234567 Ontario Inc.” can operate under a brand while the underlying OBCA numbered corporation keeps filing one T2.
  • We set the opening balance sheet, minute book, share classes and first fiscal year-end up to 53 weeks out, so dividends can later be split and the first T2 and CRA balance-due date are deferred nearly a full year.

Numbered Company Tax & Structure Check

Six quick questions on your T2, annual return, holdco/opco structure, capital dividend account and passive income. No fee shown.

1. Are you filing your annual T2 corporate return on time?

2. Have you filed the Ontario Business Registry annual return?

3. Is your holdco/opco set up for tax-free section 112 dividends?

4. Are you tracking the capital dividend account?

5. Is your passive investment income under the $50,000 limit?

6. Are you keeping a corporate minute book?

Free CPA Consultation for Numbered Companies

Case Studies: Numbered Company Accounting & Tax

Toronto Holding Company (Numbered) — Holdco/Opco Structure & Tax-Free Section 112 Dividends

The problem: A Toronto owner ran a profitable operating company and a separate numbered holding company, but the prior accountant left the surplus sitting in the opco — exposed to operating-company creditors and earning nothing, with no dividend flowing up and no capital dividend account tracked. A realized capital gain on the opco’s investments had also gone out fully taxed, and CRA was one lawsuit away from the whole retained-earnings pool being at risk.

What we did: We confirmed the two corporations were connected, filed Schedule 3 and moved the surplus up to the holdco as tax-free intercorporate dividends under section 112, set up capital dividend account and RDTOH tracking, and paid the non-taxable half of the capital gain out to the shareholders through a section 89 CDA election.

The result:

  • Saved $46,800 in tax by moving surplus up tax-free
  • Capital dividend account of $61,000 paid out tax-free
  • Surplus protected from opco creditors

Mississauga Real-Estate Numbered Company — Bookkeeping, Shareholder-Loan & Annual-Return Cleanup

The problem: A Mississauga real-estate numbered company holding two rental properties had three years of unfiled T2 returns, missed Ontario Business Registry annual returns, and a shareholder-loan balance the owner had drawn with no records. The province had flagged the corporation for dissolution — each item an exposure to CRA penalties, a subsection 15(2) income inclusion, and a frozen corporation the owner could no longer transact through.

What we did: We rebuilt the books in QuickBooks Online, reconstructed the holdco rental income and the shareholder loans, filed all three T2 years and the outstanding annual returns, corrected the subsection 15(2) exposure before a second year-end passed, and filed an RC4288 relief request on the accumulated penalties.

The result:

  • All late-filing penalties cancelled under Form RC4288
  • Numbered company reinstated and back in good standing
  • Shareholder loan cleared before a subsection 15(2) inclusion

Ottawa Family Investment Numbered Company — Estate Freeze, CDA & Passive-Income Planning

The problem: An Ottawa family investment numbered company held a growing portfolio of marketable securities, but all the future growth was building up in the parents’ hands with no plan, aggregate investment income was pushing past the $50,000 passive-income limit and grinding the $500,000 Small Business Deduction of the family’s associated opco, and no estate freeze had ever been considered.

What we did: We carried out a section 86 estate freeze, capping the parents’ shares at today’s value and issuing new growth shares to a family trust, restructured the portfolio to bring the passive income back under control, and set up the capital dividend account so realized capital gains flow out to the family tax-free.

The result:

  • Saved $38,500 by locking in the freeze value
  • Future growth shifted to the next generation
  • Passive income restructured below the $50,000 grind

Our Simple Process

How We Work With Numbered Companies

Know Exact Fees within 2 Minutes NOW

Our clear, efficient process ensures every step is transparent, building trust and long-term client relationships.

Here’s a simplified process approach:
Step 1

Kickoff (Document Request)

Collect prior T2 returns, incorporation and minute book, annual-return status, the share register, investment and opco statements, and bank statements.

Step 2

First 30 Days (Cleanup & Setup)

Set up QuickBooks Online, Sage 50 or Xero, build the holdco/opco chart of accounts, confirm CDA and RDTOH continuity, and catch up any annual returns.

Step 3

Monthly / Quarterly Close

Monthly reconciliations, intercompany-transfer tracking, dividend and T5 logging, and HST tracking where it applies.

Step 4

Planning Review

Section 112 dividend planning, salary-and-dividend mix, passive-income monitoring against the $50,000 limit, and the estate freeze.

Step 5

Year-End Close & T2 Filing

Trial balance, financial statements, T2 with GIFI and Schedule 3, and CRA preparation.

Get Your Numbered Company Taxes Done Right Today

Transparent Pricing for Numbered Companies

Affordable Pricing for Numbered Companies

Know Exact Fees within 2 Minutes NOW

We believe in clear, upfront pricing so you know exactly what to expect. All fees include HST.

  • Tax Preparation (Corporation) — From $400
  • Tax Return Filing (Corporation) — From $400
  • Tax Compliance Audit — FREE CRA audit support for our clients
  • Tax Strategy — FREE for our clients
  • Accounting Base Plan — From $100 per month
  • Bookkeeping Management — Free for our Accounting clients
  • Financial Reporting — Free for our Accounting clients
  • Business Formation — Flat $35
  • Incorporation Process — Flat $35
  • Entity Setup Assistance — Flat $35
  • Full-Service Payroll — From $125 per month

Payment is by Interac e-Transfer to info@gondaliyacpa.ca only. Security question: Not Applicable, as auto-deposit is enabled.

Meet Your Lead Numbered Company Accountant

Meet your lead numbered company accountant. As your holdco, structure and corporate tax adviser, you deal with the same two people every year.

Sharad Gondaliya CPA

Sharad Gondaliya, CPA

Principal

Bio

647-212-9559
sharad@gondaliyacpa.ca

Vandana Goel CPA

Vandana Goel, CPA

Accounting Specialist

Bio

647-250-0242
vandana@gondaliyacpa.ca

What Our Clients Say

1300+ five-star reviews from numbered companies and small-business owners across Ontario and Canada.

Serving Numbered Companies Across Ontario

Our CPA team provides specialized accounting and tax solutions for numbered companies throughout Ontario. We understand how a holdco and operating company actually work together, what CRA looks at on a holding-company file, and how to keep the structure, the capital dividend account and the annual filings in order.

Toronto (ON)

55 Queen St E Ste 1205, Toronto, ON M5C 1R6, Canada

+1 (647) 212-9559

9:00 AM – 8:30 PM (Mon – Sun)

Mississauga (ON)

2100 Camilla Rd #716, Mississauga, ON L5A 2J8

+1 (647) 212-9559

9:00 AM – 8:30 PM (Mon – Sun)

Brampton (ON)

4 Starhill Crescent, Brampton, ON L6R 2P9, Canada

+1 (647) 212-9559

9:00 AM – 8:30 PM (Mon – Sun)

Scarborough (ON)

24 Clementine Square, Scarborough, ON M1G 2V7, Canada

+1 (647) 212-9559

9:00 AM – 8:30 PM (Mon – Sun)

Vaughan (ON)

19 Cabinet Crescent, Woodbridge, ON L4L 6H9, Canada

+1 (647) 212-9559

9:00 AM – 8:30 PM (Mon – Sun)

Oshawa (ON)

210 Durham St, Oshawa, ON L1J 5R3, Canada

+1 (647) 212-9559

9:00 AM – 8:30 PM (Mon – Sun)

Ottawa (ON)

2090 Neepawa Ave a314, Ottawa, ON K2A 3L6, Canada

+1 (647) 212-9559

9:00 AM – 8:30 PM (Mon – Sun)

Etobicoke (ON)

60 Stevenson Rd #1601, Etobicoke, ON M9V 2B4, Canada

+1 (647) 212-9559

9:00 AM – 8:30 PM (Mon – Sun)

Hamilton (ON)

70 Starling Dr, Hamilton, ON L9A 0C5, Canada

+1 (647) 212-9559

9:00 AM – 8:30 PM (Mon – Sun)

Guelph (ON)

1155 Gordon St, Guelph, ON N1L 1S8, Canada

+1 (647) 212-9559

9:00 AM – 8:30 PM (Mon – Sun)

Windsor (ON)

4387 Guppy Ct, Windsor, ON N9G 2N8, Canada

+1 (647) 212-9559

9:00 AM – 8:30 PM (Mon – Sun)

North York (ON)

150 Graydon Hall Dr #912, North York, ON M3A 3B2, Canada

+1 (647) 212-9559

9:00 AM – 8:30 PM (Mon – Sun)

Numbered Company Accounting & Tax FAQs

Should I use a numbered or a named company?
For tax and legal purposes a numbered company and a named company are identical — both are corporations incorporated under the OBCA or CBCA, both file the same annual T2, and both pay about 12.2% in Ontario on the first $500,000 of active business income. A numbered company simply uses its registration number, such as “1234567 Ontario Inc.”, as its legal name, which makes it faster and cheaper to incorporate and keeps your business name private. A named corporation is better when branding matters, because customers see the name on contracts, signage and invoices. The good news is you do not have to choose forever: you can register a trade name under a numbered company later through the Ontario Business Registry and operate under a brand while the underlying corporation keeps its number. Numbered companies are especially popular as holding companies, where a private, low-cost shell is all you need. Both give you the corporate shield, access to the capital dividend account and section 112 intercorporate dividends, and the $1.25M lifetime capital gains exemption on a qualifying sale. We set up either one and tell you which fits your plan.
What is a numbered company?
A numbered company is a corporation whose legal name is the registration number the province or Canada assigns it, such as “1234567 Ontario Inc.” or “1234567 Canada Inc.”, rather than a chosen business name. It is incorporated under the OBCA or the CBCA and is legally identical to a named corporation in every other way — same T2, same annual return, same minute book. Owners choose numbered companies for speed, lower cost and privacy, most often for holding companies. You can always register a trade name under it later.
How is a numbered company taxed in Canada?
Exactly like any other corporation. It files a T2 and pays about 12.2% in Ontario on the first $500,000 of active business income under the Small Business Deduction, with profit above that at the general rate. Investment income earned inside the company — interest, portfolio dividends, capital gains — is taxed at a high rate with refundable tax (RDTOH) of 38.67% under section 129, refunded when taxable dividends are paid out. Money you take personally as salary or dividends is then taxed on your T1.
Does my numbered company have to file a T2 even if it is dormant?
Yes. A numbered company is a full corporation, so it must file a T2 every year even if it did no business and earned nothing — a nil return. Skipping it because the company is dormant still exposes you to the 5% plus 1% per month late-filing penalty once there is ever a balance, and repeated non-filing can lead CRA to act and the province to dissolve the corporation. A dormant holdco holding only cash or marketable securities still files. We prepare the nil T2 and keep the annual return current so the shell stays in good standing.
What is a holding company and should I set one up?
A holding company, or holdco, is a corporation — very often a numbered company — that owns assets rather than operating a business: shares of your operating company, marketable securities, or real estate. The main reasons to set one up are creditor protection and tax deferral: profits move from the opco to the holdco as tax-free intercorporate dividends under section 112, out of reach of operating-company creditors, and are only taxed personally when you draw them. A holdco also helps with income splitting, the capital dividend account and estate planning. It is not free — it means a second T2 and annual return — so we model whether the protection and deferral are worth it for your situation.
How do tax-free intercorporate dividends work?
When one Canadian corporation owns shares of another connected Canadian corporation, dividends paid from the second to the first generally flow tax-free under section 112, reported on Schedule 3. This lets your operating company move surplus cash up to your holding company without a tax hit, protecting it from opco creditors while deferring the personal tax until you draw it out. The rules have guardrails — safe income under section 55 and the connected-corporation test — so the dividend has to be structured correctly. Done right, a $500,000 surplus can move up with no tax; done wrong, CRA can recharacterize it as a capital gain. We handle the mechanics.
What is the capital dividend account?
The capital dividend account, or CDA, is a notional account under section 89 that tracks the tax-free half of your corporation’s capital gains, along with certain other tax-free receipts. Your numbered company can pay this balance out to shareholders as a tax-free capital dividend by filing the election with CRA before the dividend is paid. It is one of the most valuable accounts a holdco has, because it turns the non-taxable portion of an investment gain into cash in your pocket at a 0% rate. The catch: a missed or late election can cost a 60% penalty or lose the benefit entirely, so the CDA balance has to be tracked every year. We keep it current.
Does my numbered company need to register for HST?
Only if it carries on commercial activity. An active operating numbered company that sells taxable goods or services registers once its taxable revenue passes the $30,000 threshold and charges 13% HST in Ontario. A pure investment holding company that earns only dividends and interest is not carrying on commercial activity and does not register — and should not, because registering wrongly creates filing obligations and CRA exposure with no benefit. Where a holdco earns taxable rent or management fees, the picture changes. We determine your position and register only when it is right.
Can a numbered company own real estate or investments?
Yes, and this is one of the most common uses. A numbered company can hold rental real estate, a portfolio of marketable securities, or shares of an operating company. The tax treatment depends on what it earns: active rental or business income can qualify for the 12.2% small-business rate, while passive investment income is taxed at the high rate with 38.67% refundable tax. A real-estate holdco also has to watch the land-and-building split and HST on commercial rents. We structure the corporation so the income is taxed the right way and the capital gains are planned for.
What is the passive-income rule and how does it affect my company?
If your numbered company and its associated corporations earn more than $50,000 of passive investment income in a year, your $500,000 Small Business Deduction is ground down — reduced by $5 for every $1 of passive income over the limit, and wiped out entirely at $150,000. That pushes active income from the 12.2% small-business rate up to the general rate. For a holdco with a large portfolio, this is the single biggest tax trap. We monitor the aggregate investment income across your associated corporations under section 256 and plan around the limit.
What annual filings does a numbered company need?
Every year a numbered company files a T2 corporate return with CRA within six months of its year-end, files the Ontario Business Registry annual return, maintains a registered office, and updates its corporate minute book. If it pays dividends it issues T5 slips; if it carries on commercial activity it files 13% HST returns; if it has employees it runs payroll. Miss the annual return and the province can dissolve the corporation; miss the T2 and the 5% plus 1% penalty starts. We keep all of it on schedule.
What records does CRA want from a numbered company?
Six years of records: bank and investment statements, the general ledger, T2 returns and their schedules, T5 slips for dividends paid, the minute book with director resolutions and the share register, HST returns where you file them, and documentation for any shareholder loans and intercorporate dividends. CRA looks hardest at shareholder-loan balances under subsection 15(2), improper capital dividend account elections, and dormant-company assumptions, so clean records on those points are your best defence.
How do I get started?
Book a free consultation and you will know your exact fees within two minutes. Call 647-212-9559 or email info@gondaliyacpa.ca.

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Accountant for Incorporated Businesses

  • T2 corporate tax filing and planning
  • Salary versus dividend optimization
  • Financial statements and bookkeeping

Accountant for Investment Companies

  • Portfolio and investment income planning
  • RDTOH and refundable tax recovery
  • Capital dividend account and CDA elections

Accountant for Two-Shareholder Corporations

  • Shareholder agreements and dividend planning
  • Income splitting between shareholders
  • Buy/sell and share transfers

Accountant for Family-Owned Businesses

  • Estate freezes and succession planning
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Numbered Company Accounting & Tax Done Right.

T2 filing, holdco/opco structuring, section 112 tax-free intercorporate dividends, the capital dividend account, RDTOH, the $50,000 passive-income grind, and the annual return and minute book under one roof. AFFORDABLE flat fees, no hourly billing. Licensed CPA Ontario. 1300+ five-star reviews. 30-Day Money-Back Guarantee.



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