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Guidelines for Incorporating in Ontario

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Step 1

Decide if you wish to incorporate a named or numbered company in Ontario.
  • If you wish to incorporate a named company, then a NUANS name search will have to be performed in order for the Ontario gov't to approve the name you have chosen.
  • You may choose to have an English name only, a French name only, English and a French name combined, or an English name and a French name which are equivalent but used separately. When the name is to have an English name and a French name to be used separately, the "/" mark shall separate the 2 forms. For example, "Think retail Inc." (English form)/ "Pensez Détail Inc." (French form)
  • The legal ending for the company name must be 'Limited', 'Corporation', 'Incorporated', 'Ltd', 'Inc', 'Corp', 'Limitee', 'Incorporee'
  • When selecting your company name, please bear in mind that the more distinctive the name, the more likely it is to be accepted.
  • It is the applicant’s responsibility to ensure the corporation name is not confusingly similar to that of another corporation, business name or trademark. A corporation that acquires a name similar to that of another corporation may be subject to a names hearing under Section 12 of the Business Corporations Act or a lawsuit.
  • If you choose to incorporate a numbered company, then the number will be automatically selected for you by the Ontario government. The process of incorporation for numbered companies is quicker than that for named companies.
  • It is possible for you to incorporate a numbered corporation very quickly and then later apply for a NUANS report and change the status of your company from a numbered to named corporation.




Step 2

Designate a Head Office in Ontario
  • The company must designate a residential or commercial address in Ontario as the Head Office. This address cannot be a PO Box number.
  • If your company does not have such an address, then you must appoint a Registered Agent living in the province of Ontario.
  • Please specify your language of preference, as the Ontario government can send your correspondence in English or French.




Step 3

Choose Your Company Directors and Officers
  • There must be at least 1 director selected and he/she must be over 18 years of age. You can choose a set number of Directors or give a range for the number of Directors.
  • Directors can only be individuals.
  • You must provide the details of each Director's residential address and their Canadian residency status.
  • 25% of your directors must be Canadian, or if less than 4 directors at least one must be a Canadian resident.
  • Directors can also be shareholders and officers of the same company.
  • The Officers consist of a company's senior management. For example; President, Treasurer and Secretary.
  • Each company must appoint a President and a Secretary.
  • You must provide the date on which the officer or officers were elected and appointed.
  • One person can be the President, Secretary, shareholder and Director of the company.
  • Officers need not be Canadian residents.




Step 4

Determine your Company's Share Structure, Restrictions on your Business, Stock Transfers & Business Activities
  • All new businesses must determine the following at the point of incorporation:
    1. Share structure - This section must be completed. You must state the classes and maximum number of shares your company is allowed to issue For example, you could allow your company to issue "unlimited common shares".
    2. Restrictions on Stock Transfer, Ownership or Issue - If there are any restrictions, set them out. If there are none, state so.
    3. Rights, Privileges, Restrictions and Conditions for each class of Share - If there are any, set them out. If none, state so. You must also state the Directors' authority regarding any class of share to be issued in a series. If none, state so.
    4. Limitations on Business Activities - If there are any limitations, set them out. If there are none, say so.
    5. Other Provisions - if you have any other provisions, please set them out.
  • We have generic schedules ready for your use, if you do not have your own.
  • You can enter the details as text directly into the application form OR alternatively, we allow you to upload your own schedules in plain text or .PDF formats.
  • Each Schedule document must be identified and labelled with a heading at the top. For example, "Schedule 1", "Schedule 2" etc.

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