Articles of Incorporation Ontario: How to Complete
A field-by-field walkthrough of the Ontario Articles of Incorporation form. Covers corporation name, NUANS search, registered office, director requirements, share structure, restrictions, common mistakes and the federal vs. Ontario decision — written by a licensed Ontario CPA who files these weekly.
What Are Articles of Incorporation in Ontario?
Articles of Incorporation are the legal document filed with the Ontario Ministry of Public and Business Service Delivery (or Corporations Canada for federal incorporation) that creates your corporation as a separate legal entity. Once accepted and a Certificate of Incorporation is issued, the corporation exists as a legal person — it can enter contracts, own property, sue and be sued, open bank accounts and carry on business independently of its shareholders.
The Articles of Incorporation define the fundamental structure of the corporation: its name, registered office address, number of directors, share classes, share rights and restrictions, business restrictions and other provisions. These are not decisions you change easily after incorporation — amending the Articles requires filing Articles of Amendment with the ministry and paying an additional fee. Getting the Articles right at incorporation saves thousands in legal and accounting fees down the road.
Ontario corporations file Articles of Incorporation under the Business Corporations Act (BCA) through the Ontario Business Registry. Federal corporations file under the Canada Business Corporations Act (CBCA) through Corporations Canada. This guide covers both, with a comparison to help you choose the right jurisdiction.
Federal vs. Ontario Incorporation — Which Should You Choose?
| Factor | Federal (CBCA) | Ontario (BCA) |
|---|---|---|
| Cost through Gondaliya CPA | $35 | $335 |
| Government filing fee | $200 (online) | $300 (online via OBR) |
| Name protection | National — name protected across all of Canada | Provincial — name protected in Ontario only |
| NUANS search required | Yes — federal NUANS | Yes — Ontario NUANS (unless number name) |
| Residency requirement for directors | 25% of directors must be resident Canadians | No residency requirement since April 2021 |
| Annual filing | Annual return to Corporations Canada + Ontario annual return | Ontario annual return only |
| Extra-provincial registration | Must register in each province where business is carried on | Not required for Ontario-only operations |
| Best for | Most Ontario businesses — cheaper, national name protection, required for cross-border trade and customs bonding | Ontario-only businesses that want simpler annual compliance and 100% non-resident directors |
Our Recommendation: For most Ontario businesses, federal incorporation is the better choice. It costs less through Gondaliya CPA ($35 vs. $335), protects the corporate name nationally, is required for CBSA customs bonding and US CBP importer registration, and supports multi-province operations. Ontario incorporation may be preferred only if all directors are non-resident (Ontario removed the residency requirement in April 2021 while the federal CBCA still requires 25% resident Canadians). Start Incorporation →
Articles of Incorporation — Field-by-Field Walkthrough
The following table walks through every field on the Ontario BCA Articles of Incorporation form (Form 5351E) and the equivalent federal CBCA form. Each field is explained with what to enter and common mistakes to avoid.
| Field | What to Enter | Common Mistakes |
|---|---|---|
| Corporation Name | The full legal name including a legal element: "Inc.", "Ltd.", "Corp.", "Incorporated", "Limited" or "Corporation." Must match the NUANS search exactly. Or select a number name (e.g. 1234567 Ontario Inc.) — no NUANS required for number names. | Name does not match NUANS report exactly. Missing legal element. NUANS report expired (valid 90 days from search date for Ontario, 90 days for federal). |
| NUANS Name Search | An Ontario-biased NUANS report for Ontario incorporation or a federal NUANS for federal. Enter the report reference number, proposed name searched and date of search. Keep the report at the registered office. | Using a federal NUANS for an Ontario filing or vice versa. Searching the name without the legal element. Report older than 90 days at time of filing. |
| Registered Office Address | A full street address in Ontario (for Ontario incorporation). Must include street number, street name, city, province, postal code. P.O. Box alone is not acceptable. | Using a P.O. Box without a street address. Address not in Ontario. Using a residential address without confirming municipal zoning permits home-based businesses. |
| Number of Directors | Choose either a fixed number (e.g. 1) or a minimum and maximum range (e.g. 1 to 10). At least one director required. For federal: 25% must be resident Canadians. | Setting a fixed number of 1 when you plan to add directors later (requires Articles of Amendment to change). Not confirming director residency for federal incorporation. |
| Director Names and Addresses | Full legal name and address for service of each director. Indicate if each director is a resident Canadian. Directors must be individuals age 18+. | Using a company name instead of an individual's name. Not indicating resident Canadian status (required field). Listing a director who has not signed a Consent to Act. |
| Consent to Act as First Director | Any director who is not also an incorporator must sign Form 5260 (Consent to Act as First Director). Keep at the registered office — do not file with the ministry. | Not obtaining the consent before filing. Consent lost and not available when CRA or the ministry requests it. |
| Share Structure (Classes of Shares) | Define the classes and maximum number of shares the corporation can issue. Most small businesses use a single class of unlimited common shares. See share structure section below for advanced options. | Using a generic template without considering holdco planning, LCGE multiplication or family shareholder dividends. Setting a maximum share limit that is too low for future needs. |
| Rights, Privileges, Restrictions and Conditions | Define the rights attached to each share class: voting, dividends, dissolution rights. If only one class, all three rights must be attached. If multiple classes, rights can be distributed differently. | Single class of shares without specifying that all rights are attached. Conflicting rights between classes (e.g. two classes both claiming 100% of dividends). |
| Restrictions on Share Transfer | Common for private corporations: "No shares shall be transferred without the approval of the directors by resolution." This restriction supports the CCPC small business deduction and LCGE eligibility. | Omitting the transfer restriction — which may affect the corporation's status as a "private corporation" and eligibility for certain tax benefits. |
| Restrictions on Business | Enter "None" unless the corporation is a professional corporation (CPSO, RCDSO, OCP, LSO) which must restrict business to the regulated profession. | Adding unnecessary business restrictions that limit future flexibility. Professional corporations omitting the mandatory restriction required by their regulatory college. |
| Other Provisions | Enter "None" unless you need specific provisions such as a borrowing power clause, lien on shares clause or provisions required by a shareholders' agreement. | Leaving this blank instead of entering "None." Adding overly complex provisions that should be in the corporate by-laws instead of the Articles. |
| Incorporator(s) | Name and address of each incorporator. Incorporators can be individuals or corporations. The incorporator signs the Articles. For a solo founder, you are typically both the incorporator and the sole director. | Incorporator address does not match the format required. Corporate incorporator missing the OCN and signing officer details. |
| NAICS Code | The North American Industry Classification System code for the corporation's primary business activity. Administrative only — does not appear on public record. | Using the wrong NAICS code — while administrative only, some government programs reference the NAICS code on file. |
Share Structure Templates for Ontario Corporations
The share structure you define in the Articles of Incorporation determines your tax planning options for the life of the corporation. Changing the share structure later requires Articles of Amendment and potentially a share reorganisation under Section 86 of the Income Tax Act. Getting it right at incorporation costs nothing extra — fixing it later costs thousands.
| Structure | Share Classes | Best For | Tax Planning Enabled |
|---|---|---|---|
| Simple (solo founder) | Unlimited Class A Common (voting, dividends, dissolution) | Solo founder, no family shareholders, no holdco planned | SBD at 12.2%, basic salary vs. dividend planning |
| Standard (recommended) | Unlimited Class A Common (voting, dividends, dissolution) + Unlimited Class B Non-Voting (dividends, dissolution) | Most Ontario small businesses — allows future family shareholders, holdco and LCGE multiplication | SBD, salary vs. dividend, family dividends on non-voting shares (where TOSI permits), holdco planning, LCGE multiplication |
| Professional Corporation | Class A Voting (professional only) + Class B Non-Voting (family members) | Physicians (CPSO), dentists (RCDSO), pharmacists (OCP), lawyers (LSO) | SBD, holdco management fees, LCGE multiplication, family dividends within TOSI rules |
| Multi-Founder | Class A Common (Founder 1, voting) + Class B Common (Founder 2, voting) + Class C Non-Voting (optional investors) | Partnerships, co-founders, investor-ready startups | Separate share classes enable different dividend policies per founder, investor preferences and shotgun clauses |
| Holdco-Ready (advanced) | Class A Voting (founder) + Class B Non-Voting (holdco) + Class C Non-Voting (family) + Class D Preferred (freeze shares for estate planning) | Business owners planning an estate freeze, holdco structure and multi-generational wealth transfer | Full suite: SBD, holdco dividends at 0% inter-corporate rate, estate freeze via preferred shares, LCGE multiplication across family |
Design the Share Structure for Where You Want to Be, Not Where You Are Today: The standard two-class structure (Class A voting + Class B non-voting) costs nothing extra at incorporation and preserves every future tax planning option. The simple single-class structure locks you into a structure that requires an expensive share reorganisation if you later want to add a holdco, bring in family shareholders or multiply the LCGE on a business sale. We recommend the standard two-class structure for every Ontario corporation we incorporate.
The Incorporation Process — Step by Step
Choose Federal or Ontario
Federal recommended for most ($35 through Gondaliya CPA, national name protection). Ontario if 100% non-resident directors needed.
NUANS Name Search
Order an Ontario or federal NUANS report for your proposed name. Or choose a number name (no NUANS required). Valid 90 days from search date.
Prepare Articles
Complete all fields: name, registered office, directors, share structure, restrictions. We prepare the entire document for you.
File and Receive Certificate
Filed electronically. Certificate of Incorporation issued same day (federal online) or 1–3 business days (Ontario OBR).
Corporate Minute Book
First directors resolution, by-laws, share issuance, banking resolution. We prepare the complete minute book.
CRA Registration
Register Business Number, HST, Payroll and Corporate Tax accounts. 1–3 business days. We handle the entire process.
Open Bank Account
Bring the Certificate of Incorporation, Articles and directors resolution to your bank. Open a business chequing account.
Set Up Bookkeeping
Configure QuickBooks Online or Xero with your chart of accounts, HST tax codes and bank feeds. We set this up for every client.
Cost of Filing Articles of Incorporation in Ontario
| Item | Federal (through Gondaliya CPA) | Ontario (through Gondaliya CPA) |
|---|---|---|
| Gondaliya CPA incorporation fee | $35 | $335 |
| Government filing fee (included in above) | $200 (online) | $300 (online via OBR) |
| NUANS name search (if named corporation) | Included | Included |
| Articles of Incorporation preparation | Included | Included |
| Corporate minute book (resolutions, by-laws, shares) | Included | Included |
| CRA Business Number and account registration | Included | Included |
| Ontario extra-provincial registration (federal corps) | $80 (if operating in Ontario) | N/A |
| Total — typical Ontario business | $35 (most common) | $335 |
10 Most Common Mistakes When Filing Articles of Incorporation
| # | Mistake | Consequence |
|---|---|---|
| 1 | Using a single class of shares instead of voting + non-voting | Cannot add family shareholders, holdco or multiply LCGE without a costly share reorganisation (Section 86) |
| 2 | NUANS report expired before filing (older than 90 days) | Application rejected by the ministry — must order a new NUANS search and start over |
| 3 | Registered office address is a P.O. Box only | Application rejected — a full street address in Ontario is mandatory |
| 4 | Not including a share transfer restriction | May affect CCPC status and eligibility for the small business deduction and LCGE |
| 5 | Setting a fixed number of directors at 1 when planning to add a holdco director later | Requires Articles of Amendment ($150–$300 government fee) to change the director structure |
| 6 | Not obtaining Consent to Act from a director who is not an incorporator | Director appointment may be challenged. Ministry can request the consent at any time |
| 7 | Professional corporation omitting the mandatory business restriction | Regulatory college (CPSO, RCDSO, OCP, LSO) may reject the incorporation or revoke the certificate |
| 8 | Choosing Ontario incorporation when federal is more appropriate | Overpays by $300 for the filing, does not get national name protection, cannot use for customs bonding |
| 9 | Not registering CRA accounts immediately after incorporation | Cannot collect HST, process payroll or file the T2 without a Business Number. Delays cost real revenue |
| 10 | Filing the Articles without professional advice on share structure | The share structure is permanent unless amended. Wrong structure at inception compounds into tens of thousands in lost tax planning over the life of the corporation |
Frequently Asked Questions — Articles of Incorporation Ontario
Ready to Incorporate? From $35.
Gondaliya CPA prepares and files your Articles of Incorporation, corporate minute book, CRA registration and share structure.