Two founders can file on the same afternoon and walk away with very different companies. Most of that difference hides in a few clauses people skim. Your articles of incorporation create the corporation and lock those clauses in, and Canada gives you two counters to file them at.
In short: articles of incorporation are the charter document that brings a Canadian corporation into legal existence. They fix the corporate name, the province of the registered office, and the share structure. They also set any restrictions on share transfers and the number of directors. Limits on the business itself belong there too.
Key takeaways
- Corporations Canada charges CA$200 to file online. Ontario charges CA$300 through its own registry.
- Share structure is the clause that hurts to change later, because a fix needs an amendment and a shareholder vote.
- Your directors and your registered office sit on the public record. Shareholders’ agreement stays private.
- A federal corporation needs resident Canadian directors. Ontario dropped that rule in 2021.
- The document is not your bylaws, and it is not the certificate the government sends back.
What your articles of incorporation must set out
Section 6 of the Canada Business Corporations Act lists what the document has to contain. Ontario’s own statute asks for almost the same things. Six clauses do the real work. There is more on this in The Complete Guide To Probate In Ontario.
| Clause | What it has to say | Where founders slip |
|---|---|---|
| Corporate name | A word name, or a numbered name such as 12345678 Canada Inc. | Building a brand on a name nobody cleared |
| Registered office | The province federally, and the full Ontario address provincially | Using a home address they move out of a year later |
| Share structure | Each class of shares, and the maximum number of each or “unlimited” | One plain class for a company that will take on investors |
| Restrictions on transfer | Whether a shareholder can sell without board approval | Leaving transfers wide open in a family company |
| Number of directors | A fixed number, or a minimum and a maximum | Fixing it at one, then paying to amend when a partner joins |
| Restrictions on business | Any activity the corporation may not carry on | Copying a narrow restriction out of a template |
Once the certificate arrives, the corporation is a person in law. It signs its own leases, owns its own equipment, and can sue or be sued in its own name. That includes chasing an unpaid invoice through Ontario’s Small Claims Court when the amount is modest.
Share structure and classes of shares
This is the clause that decides who gets paid, who votes, and who controls the exit. Corporations Canada states the rule plainly: with a single class, those shares carry the right to vote, the right to dividends, and the right to what is left after dissolution. Add classes and the articles must spell out the rights, privileges, restrictions and conditions attached to each one.
A common Canadian setup runs common voting shares for the founders, non-voting common shares for a family trust, and preferred shares for a future freeze. Not every company needs all of that on day one. What matters is knowing whether yours might.
Restrictions on share transfer
Most small Canadian corporations restrict transfers, and for good reason. With a restriction in place, no shareholder can hand shares to an outsider without the board or the other owners agreeing first. Skip it, and a departing co-founder can sell a quarter of your company to whoever writes the cheque.
That clause also keeps the corporation private for securities purposes, which matters far more than most founders expect.
The number of directors
Name a fixed number, or name a range. Ranges are usually smarter. Write “a minimum of one and a maximum of ten,” and you can add a director by resolution instead of paying to amend the articles.
Restrictions on the business
Leave this blank, and the corporation may carry on any lawful business. Regulated professionals are the exception. A professional corporation for a doctor, lawyer or accountant carries restrictions its regulator demands, and the wording usually comes from the regulator rather than from you.
Federal under the CBCA, or provincial in Ontario
Both routes produce a real corporation. They differ on price, on name protection, and on how much paperwork follows you around.
| Point of difference | Federal, through Corporations Canada | Ontario, through the Ontario Business Registry |
|---|---|---|
| Governing statute | Canada Business Corporations Act | Ontario Business Corporations Act |
| Filing fee | CA$200 online | CA$300 online |
| Turnaround | One business day, or four hours for CA$100 more | Immediate when filed online |
| Name search | Built into the online filing for a word name | An Ontario-biased Nuans report is required |
| Name protection | Across Canada | Ontario only |
| Annual return | CA$12 a year | No fee |
| Changing the articles later | CA$200 | CA$150 |
| Resident Canadian directors | 25 percent of the board | None since 2021 |
Corporations Canada publishes its fees and processing times. According to that page, a federal business corporation costs CA$200 to file online in 2026. Your certificate lands in one business day. Express service cuts that to four hours for another CA$100, and the yearly return costs CA$12.
Ontario is dearer at the front door and cheaper afterwards. The province’s published cost and processing times page puts articles filed online at CA$300 in 2026. Ontario grants the certificate immediately, charges nothing for the annual return, and asks CA$26 for a certificate of status.
So which one? If you will sell into more than one province, or you like the idea of a name protected nationally, file federally. If you will trade only in Ontario and want fewer moving parts, file provincially. A federal corporation still has to register extra provincially in Ontario, which means one more filing to remember.
Why the share structure is the expensive part to change
Everything else in the document is cheap to correct. Directors change by resolution. Moving the registered office takes a simple notice. Share classes are different, because they define ownership.
Changing a class, or the rights attached to it, takes articles of amendment plus a special resolution of the shareholders. Corporations Canada also warns that holders of an affected class may get to vote separately. That is a two-thirds threshold and, sometimes, a veto in the hands of the person you are trying to dilute.
Government fees are small: CA$200 federally, CA$150 in Ontario. The legal work behind a restructure is not, and neither is the tax advice when a freeze or a rollover is involved. Founders regularly spend several thousand dollars fixing a structure that a fifteen-minute conversation would have set up correctly.
Your articles are public. Your shareholders’ agreement is not.
People miss this one, and it costs them privacy they cannot get back.
Corporations Canada publishes each federal corporation’s registered office address, the names and addresses of its directors, and some detail about individuals with significant control. Ontario sells the equivalent through its registry, where a profile report runs CA$8 and copies of filed documents cost CA$3 each. Anyone can buy either. Competitors, journalists and the person suing you all read them.
A shareholders’ agreement never touches that record. It stays a private contract between the owners, and that is why the sensitive terms live there: how the company values a departing owner’s shares. Who holds a veto. What happens on a divorce or a death, and what a founder may not do after leaving. Put the machinery in the articles and the deal in the agreement.
Resident Canadian directors, and the rules that no longer match
Federal and provincial law parted ways here, and stale advice is everywhere.
Corporations Canada requires that at least 25 percent of directors be resident Canadians. Boards of fewer than four directors need at least one. Restricted sectors go further: airlines, telecommunications, book retailing and film distribution need a majority of resident Canadian directors.
Ontario repealed its residency requirement on July 5, 2021. Alberta followed in 2022, and British Columbia never had one. Saskatchewan and Manitoba still run the 25 percent rule. For a founding team living outside Canada, that single difference often settles the jurisdiction question on its own.
Residency is not the only obligation a director carries. If your corporation hires anyone in Ontario, the workplace health and safety duties Ontario places on employers land on the corporation and, in defined situations, on directors personally.
What the document does not do
Once the filing clears, a certificate comes back. That certificate proves the corporation exists; the articles say what it is. Two different pieces of paper, often confused.
Neither one runs the company. Your bylaws do that, and you adopt them yourself after filing. So the first month usually looks like this:
- Adopt bylaws and pass the organizational resolutions.
- Issue the first shares and record them in the share register.
- Open the minute book and keep it current.
- File the initial return, then the annual return each year.
- Register the business number and any sales tax accounts you need.
Get the share structure right before any of that, because every later step builds on it. If you are unsure whether one class is enough, contact Lawverra before you file rather than after the certificate lands.
Frequently asked questions
No. The articles go in, and the certificate comes back. The certificate carries your corporation number and the date the corporation came into existence, and lenders and banks usually ask to see both.
Not legally. Both governments built the online forms for founders. Bring one in once there is more than one owner, outside money, or a family trust in the plan. Those are the cases where a wrong share structure gets expensive.
Yes, and plenty of businesses do. You register the federal corporation extra provincially in Ontario, which gives you national name rights and a local footing at the same time.
You can. It takes articles of amendment and a special resolution passed by two-thirds of the votes cast, and affected classes may vote separately. The filing fee is CA$200 federally and CA$150 in Ontario.
Corporations Canada or the Ontario registry will refuse a name that is confusing or misleading. Pick a numbered name, incorporate immediately, and register a trade name to operate under.
