Corporate & Business
Incorporating a Business in Ontario: The Key Steps
A practical guide to incorporating in Ontario: whether to incorporate, choosing a name, filing articles, organizing the corporation and ongoing obligations.
4 min read
Practice area
Corporate & Business Lawyer in Mississauga
Whether you are starting your first company or running an established business, sound legal foundations protect what you are building. We help entrepreneurs, family businesses and owner-managed companies across the GTA set up properly, keep their records in order and document important deals.
We explain your options in practical terms and work alongside your accountant so the legal and tax pieces fit together.
How we help
Corporate & Business services
Incorporations
Federal or Ontario incorporation, name searches, articles, by-laws, initial resolutions and share issuances.
Shareholder agreements
Clear rules for decision-making, share transfers, buy-outs and what happens if owners disagree.
Minute books and annual filings
Organizing and maintaining corporate records, annual resolutions and required government filings.
Buying or selling a business
Letters of intent, due diligence, purchase agreements and closing for asset or share transactions.
Commercial contracts
Drafting and reviewing service, supply, confidentiality and other everyday business agreements.
Choosing how to incorporate
A business can be incorporated federally under the Canada Business Corporations Act or provincially under Ontario's Business Corporations Act. Federal incorporation offers name protection across Canada but requires extra-provincial registration in each province where you carry on business, while an Ontario corporation is often simpler for businesses that operate mainly in Ontario.
We help you choose a name or a numbered company, decide on a share structure with your accountant's input, and prepare the articles, by-laws, organizational resolutions and share certificates that make up your corporate minute book.
Keeping your corporation in good standing
Incorporation is the start of ongoing obligations. Ontario corporations must file an initial return and then annual returns with the Ministry through the Ontario Business Registry, and must keep certain records, including a register of individuals with significant control.
A complete minute book matters when you open a bank account, apply for financing, sell the business or face a tax review. We can bring incomplete records up to date and prepare annual resolutions each year.
Shareholder agreements
When a business has more than one owner, a shareholder agreement sets the ground rules before a disagreement arises. It can address who makes which decisions, how shares are valued and transferred, what happens if an owner leaves, becomes disabled or passes away, and how deadlocks are resolved.
A well-drafted agreement is one of the most effective ways to protect both the business and the relationships behind it.
Buying or selling a business
A business can be sold by transferring its assets or the shares of the corporation that owns it. Each approach has different legal, tax and liability consequences for buyer and seller. We review or prepare the letter of intent, carry out or respond to due diligence, negotiate the purchase agreement and coordinate the closing, including employee, lease and supplier considerations.
What to expect
How your matter will proceed
Step 1: Planning conversation
We learn about your business, its owners and goals, and coordinate with your accountant on structure.
Step 2: Drafting
We prepare the incorporation documents, agreement or contract and explain each key term.
Step 3: Review and signing
You review the drafts, we make revisions, and documents are signed.
Step 4: Filing and records
We complete government filings and deliver an organized minute book or final document set.
What to bring to an incorporation meeting
- Your preferred business name(s), or a decision to use a numbered company
- Full legal names, addresses and contact details of each director and shareholder
- Your proposed share structure, or your accountant's contact details
- The registered office address and a description of the business
- Valid government-issued photo identification for each person involved
Questions
Corporate & Business FAQ
Should I incorporate federally or in Ontario?
It depends on where you operate and how important nationwide name protection is to you. Many businesses that operate mainly in Ontario incorporate provincially. We review the trade-offs with you before filing.
Do I need a shareholder agreement if we are friends or family?
Yes, it is strongly recommended. Agreements are easiest to negotiate while relationships are good, and they protect everyone if circumstances change.
What is a minute book and why does it matter?
The minute book is your corporation's official record: articles, by-laws, resolutions, registers and share certificates. Banks, buyers, lenders and the Canada Revenue Agency may ask for it, and gaps can delay a transaction.
How long does incorporation take?
Once we have your instructions and name decision, a corporation can often be filed quickly online. Preparing a complete minute book follows shortly after. We will give you a timeline at the outset.
Is it better to buy assets or shares?
Buyers often prefer assets to avoid inheriting liabilities, while sellers often prefer selling shares for tax reasons. The right structure depends on the business, so we work with both of your accountants to decide.
Learn more
Related resources
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Other ways we can help
Talk to a lawyer about your corporate & business matter
Book a consultation with Baljit Singh Sandhu at our Mississauga office. We will listen, explain your options in plain language, and discuss fees before any work begins.