How to Register a Federal Corporation in Canada

Federal vs Provincial Incorporation

The first decision is federal or provincial. A federal corporation is created under the Canada Business Corporations Act through Corporations Canada and gives nationwide name protection and the right to operate across the country, which suits businesses working in more than one province or wanting a national brand. A provincial corporation is created under one province's statute, is often simpler and cheaper if you operate mainly in that province, and protects your name only within that province. Federal incorporation usually still requires extra-provincial registration in each province where you actually carry on business, so it carries slightly higher ongoing compliance. Neither is universally better, the right choice depends on where you operate, where your directors live, and how much name protection matters.

Because a poorly set-up incorporation often has to be fixed later at extra cost, it pays to get the structure right the first time. This page supports our full incorporation services and company registration, and the corporate tax filing that follows once you are incorporated.

Named vs Numbered Federal Corporation

A federal corporation can be named or numbered. The choice affects the name search, speed and branding, but not the legal protection or how you are taxed.

Neither option changes your liability protection or tax, both are full corporations. Many owners numbered-incorporate to launch fast and register a trade name to operate under, while those building a brand choose a named corporation. We help you decide and clear the name where needed.

How to Register, Step by Step

Registering a federal corporation follows a clear sequence, and each step should be done correctly the first time:

1. Choose name or number, and clear it. Decide on a named or numbered corporation. For a named company, the NUANS name search, now integrated into the federal online filing, confirms the name is available and compliant.
2. Prepare the articles and share structure. Set the corporate name, registered office province, share classes and rights, number of directors, and any restrictions, designed around your ownership and tax plans.
3. Confirm directors and registered office. Appoint at least one director meeting the CBCA rules, including that at least 25% of directors are resident Canadians, and set a real Canadian registered-office address.
4. File, then complete the set-up. File the articles and pay the $200 online fee, then file the ISC register, open your CRA accounts, and register extra-provincially where you operate.

Directors, the ISC Register and Records

A federal corporation has specific governance requirements. It needs at least one director, who must be an individual at least 18, not bankrupt and of sound mind, and under the CBCA at least 25% of directors must be resident Canadians, or at least one where there are fewer than four directors. If your founding team is entirely non-resident, this rule can be a barrier, and a province without a residency requirement, such as Ontario, may suit better, which we assess before filing. Since January 2024, every CBCA corporation must also maintain a register of Individuals with Significant Control, those who own or control 25% or more of the shares, and file it with Corporations Canada within 30 days of incorporating, updating it within 15 days of any change. The corporation must also keep a complete minute book, its articles, bylaws, registers, share certificates and resolutions, at a Canadian address. We handle the director rules, the ISC register and the minute book as part of the incorporation.

After Incorporation: CRA Accounts and Ongoing Filings

Incorporating is the start, not the finish. Once the corporation exists, you register for a business number and the CRA accounts you need: a corporate income tax account, a GST/HST account if your sales require it, generally once taxable sales exceed $30,000 over four consecutive quarters, and a payroll account if you hire. You open a corporate bank account, keep the corporation's money and records fully separate from your personal finances, and set up bookkeeping from day one so the structure and its filings hold up. Each year the corporation must file an annual return with Corporations Canada, a modest $12 fee, keep its registered office and director information current, and file its T2 corporate tax return, plus GST/HST and payroll returns where registered. Missing the annual return can lead to the corporation being dissolved, so these cannot be overlooked. We open your CRA accounts, set up the bookkeeping, and keep every filing current through our bookkeeping and corporate tax services.

A Simple Worked Example

Consider a founder incorporating a named federal corporation to operate in Ontario, the typical up-front government cost:

The federal filing itself is $200 online, with the name search integrated. Operating in Ontario adds an extra-provincial registration with its own provincial fee, and there is a modest $12 federal annual return each year thereafter. Our professional fee to set the whole structure up correctly, articles, share structure, minute book, ISC register and CRA accounts, is quoted upfront and includes HST; government fees are separate.