Services
Start, structure, maintain
For founders, family businesses and regulated professionals in Scarborough, North York, Markham and across the GTA.
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Incorporation
Ontario or federal incorporation, chosen for your name protection and where you plan to operate. Also professional corporations for regulated professionals, and not-for-profit corporations.
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Share structure & agreements
Share classes for founders, family members and investors, and shareholder or partnership agreements that set out who decides what and what happens when someone leaves.
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Minute books & annual maintenance
Preparing or catching up your minute book: bylaws, resolutions, registers and share ledgers. Then keeping annual filings and resolutions current.
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Reorganizations & holding companies
Restructuring an existing corporation, adding a holding company, or correcting records that were never properly kept.
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Business name registration
Registering a sole proprietorship, partnership or operating name in Ontario, and renewing it before it expires.
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Contracts
Drafting and reviewing shareholder, partnership, employment, service and independent contractor agreements.
How an incorporation runs
From idea to organized corporation
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Step 1: Tell us what the business will do
Who owns it, where it will operate, whether there are partners or investors now or later, and whether you’re in a regulated profession.
You provide
- Owners and their intended shares
- Proposed name, or whether a numbered company will do
- Where the business will operate
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Step 2: Choose jurisdiction and structure
Federal incorporation gives name protection across Canada; Ontario incorporation suits a business operating locally. We also set the share classes to fit your plans.
We handle
- Jurisdiction advice
- Share structure
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Step 3: Name search and articles
For a named corporation we order the NUANS name search report, then prepare and file the articles of incorporation.
We handle
- NUANS name search
- Articles of incorporation
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Step 4: Organize the corporation
A corporation isn’t finished at filing. We prepare the bylaws, the first resolutions, share issuances and the minute book, so the records match what you actually agreed.
We handle
- Bylaws and organizational resolutions
- Share certificates and registers, including the register of individuals with significant control
- Minute book
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Step 5: Keep it current
Annual returns and resolutions, notices of change when directors or addresses change, and agreements as the business grows.
Why Wannes Law
A Toronto law firm that keeps you informed
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A licensed Ontario lawyer
Rosalie Wannes, licensed by the Law Society of Ontario, is responsible for your file from start to finish.
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Fees before you commit
Instant online quotes and published flat fees, so you know the cost before you retain us.
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Every step explained
Plain-language explanations of what happens, what you provide and what we handle, at every stage.
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Direct access
Reach your lawyer and law clerk directly by phone and email while your matter is underway.
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Sign in person or remotely
Meet at our Sheppard Ave E office in Toronto, or review documents by video and courier the originals.
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English, Armenian and Arabic
Talk through your matter in the language you are most comfortable with.
Before you incorporate
Sole proprietorship, partnership or corporation?
Not every business needs to be incorporated on day one. The right form depends on risk, profit and who else is involved.
Sole proprietorship
You and the business are the same legal person. It’s simple and inexpensive to start, but you are personally responsible for the business’s debts and liabilities, and all profit is taxed as your personal income in the year it’s earned.
Partnership
Two or more people carrying on business together, with a view to profit, are generally a partnership whether or not they signed anything. In a general partnership, each partner can be personally liable for the partnership’s obligations, including ones another partner took on. A written partnership agreement setting out contributions, profit-sharing, decision-making and what happens when a partner leaves is essential.
Corporation
A corporation is a separate legal person. It owns its assets, signs its contracts and is responsible for its own debts, so shareholders’ liability is generally limited to what they invested. It also means formalities: directors, resolutions, records and annual filings. Limited liability has limits too: banks and landlords often ask owners for personal guarantees, and directors can be personally liable for some unpaid employee wages and source deductions.
Registering a business name
Under Ontario’s Business Names Act, a sole proprietor using a name other than their own full name, and a partnership using a name other than the partners’ names, must register it. A corporation that operates under a name other than its corporate name must register that name too. Registrations are made through the Ontario Business Registry, last five years, and must be renewed; the registry’s list of services sets out the renewal window. Registration doesn’t give you exclusive rights to the name; a registered trademark is the usual way to protect a brand.
Ontario or federal
OBCA or CBCA: choosing where to incorporate
Ontario corporations are governed by the Business Corporations Act (Ontario), the OBCA; federal corporations by the Canada Business Corporations Act, the CBCA. Both give you limited liability and the same basic structure. The differences are practical.
| Ontario corporation (OBCA) | Federal corporation (CBCA) | |
|---|---|---|
| Name protection | Ontario only | Across Canada |
| Name search | Ontario-biased NUANS report (unless numbered) | NUANS report (unless numbered) |
| Directors | No Canadian residency requirement | At least 25% must be resident Canadians (at least one if fewer than four directors) |
| Doing business in Ontario | Yes, from incorporation | Also file an initial return in Ontario within 60 days of starting business here |
| Doing business in other provinces | Register extra-provincially in each | Register extra-provincially in each |
| Annual return | Through the Ontario Business Registry, within 6 months of the fiscal year-end | With Corporations Canada, within 60 days after the anniversary date |
| Register of individuals with significant control | Kept at the registered office; not filed | Kept, and filed with Corporations Canada |
A business that will only ever operate in Ontario usually does well as an Ontario corporation: one set of filings, and no director residency rule. If you plan to trade under the same name elsewhere in Canada, federal name protection can be worth the extra registrations, but check the board: Corporations Canada’s rules on directors require resident Canadians on a federal board. The OBCA itself is on Ontario’s e-Laws.
The paperwork
Names, articles, bylaws and organizational resolutions
Named or numbered
You can incorporate with a name, or as a numbered company (for example “1234567 Ontario Inc.”) and carry on business under a registered operating name. For a named Ontario corporation, the Ontario Business Registry requires an Ontario-biased NUANS name search report, dated no more than 90 days before the articles are filed. The NUANS report shows existing corporate names and trademarks that are similar to yours; a name that is too close to an existing one can be refused, or challenged later. The name also needs a legal ending such as Limited, Incorporated or Corporation (Ltd., Inc. or Corp.).
Articles of incorporation
The articles are the corporation’s constitution. They set the name, the registered office, the number of directors, the classes of shares and their rights, and any restrictions on transferring shares. Changing them later requires a special resolution of shareholders and articles of amendment, so it’s worth getting the share structure right at the start.
Bylaws and organizational resolutions
After the articles are filed, the first directors and shareholders pass the resolutions that bring the corporation to life: adopting a general bylaw (how meetings are called, who signs, banking), appointing officers, issuing the first shares for the agreed consideration, setting the fiscal year-end and, where appropriate, waiving an auditor. Without these, the corporation exists on paper but its ownership isn’t properly documented.
The minute book
Everything is kept in the minute book: articles, bylaws, minutes and resolutions, and registers of directors, officers, shareholders and share transfers. Banks, buyers, lenders and the Canada Revenue Agency may ask to see it, and a buyer’s lawyer will review it closely if you ever sell.
Share structure
Common shares, preferred shares and family ownership
Shares decide who controls the corporation, who shares in its value and how profit can be paid out.
Common and preferred shares
Common shares usually carry the vote and the growth: as the business becomes more valuable, so do they. Preferred shares usually have a fixed value or dividend and priority over common shares, and are often non-voting. They are used for investors who want a return without control, and in estate freezes and reorganizations.
Why several classes help
With more than one class, directors can generally declare dividends on one class without the other, subject to the rights in the articles. That flexibility is useful, but it has tax consequences: dividends paid to family members who aren’t active in the business can be caught by the tax on split income. Talk to your accountant before shares are issued, not after.
Holding companies and family trusts
Some owners hold their shares through a holding company, or have a family trust own shares for the benefit of family members. These structures can help with protecting retained earnings, planning a future sale or passing the business on, but they add cost, annual filings and tax compliance, and they don’t suit every business. We set them up alongside your accountant, and we’ll tell you when a simpler structure will do.
Shareholders of private corporations also need to think about their estate. In Ontario, a separate secondary will for private company shares can keep those shares out of probate, which can reduce Estate Administration Tax.
Shareholder agreements
What a shareholder agreement should settle
The articles and bylaws say how the corporation works. A shareholder agreement says how the owners work together, and what happens when they stop.
If there is more than one shareholder, an agreement signed at the start, while everyone agrees, is far cheaper than a dispute later. These are the clauses owners most often need explained:
- Decision-making. Which decisions need unanimous or special approval, such as borrowing over a set amount, issuing new shares, selling the business or hiring family members. An agreement signed by all shareholders can also restrict the directors’ powers; under the OBCA this is a unanimous shareholder agreement, and it moves those responsibilities to the shareholders.
- Right of first refusal. A shareholder who wants to sell must first offer the shares to the other shareholders on the same terms, so an outsider can’t buy in without their chance to match.
- Shotgun clause. One shareholder names a price; the other must either sell their shares at that price or buy the first shareholder’s shares at the same price. It forces a fair offer and ends deadlocks, but it favours whoever has the money to buy.
- Drag-along. If a set majority agrees to sell the whole company, they can require the minority to sell on the same terms, so a buyer can acquire 100%.
- Tag-along. The reverse protection: if the majority sells, minority shareholders can join the sale on the same terms rather than being left with a new owner.
- Leaving, death and disability. What happens to a shareholder’s shares if they leave, stop working in the business, become disabled or die, how the shares are valued, and how the buyout is funded (often with life insurance). Owners should also have a power of attorney for property that covers their shares, so someone can vote them if they become incapable.
- Non-competition and confidentiality, and how disputes are resolved before anyone goes to court.
For a business without a corporation, the same issues belong in a partnership agreement.
Good standing
What keeps a corporation in good standing
Incorporation is the start. These records and filings are what banks, buyers, investors and the Canada Revenue Agency ask to see later. Deadlines below are for Ontario corporations unless noted, as of 2026.
Every year
- File the annual return through the Ontario Business Registry within six months after the fiscal year-end (federal corporations: with Corporations Canada within 60 days after the anniversary date)
- Pass annual resolutions: electing directors, approving the financial statements and, where all shareholders agree, waiving an audit
- Review the registers of directors, officers, shareholders and individuals with significant control
When something changes
- File a notice of change within 15 days of a change of directors, officers or registered office address
- Record share issuances and transfers in the securities register and ledger
- Update the register of individuals with significant control (federal corporations also file the change with Corporations Canada within 15 days)
- Paper major decisions with resolutions in the minute book
Missing annual returns can lead to a corporation being dissolved. Behind on your minute book? We prepare missing resolutions and registers so the records match what actually happened.
Other rules to know
Significant control registers, professional corporations and tax accounts
Individuals with significant control
Private corporations must keep a register of the individuals who own, control or direct 25% or more of the votes or of the value of the shares, directly or indirectly, or who otherwise have control in fact. Ontario corporations keep the register at the registered office and produce it when law enforcement, tax or regulatory authorities ask (see Ontario’s beneficial ownership requirements). Federal corporations must also file it with Corporations Canada at incorporation, with each annual return and within 15 days of a change, as explained on Corporations Canada’s individuals with significant control page.
Professional corporations
Regulated professionals such as physicians, dentists, lawyers and accountants can practise through a professional corporation under the OBCA, but only where their profession allows it and on their regulator’s terms. The corporation generally needs a certificate of authorization from the regulator, the voting shares must be held by members of the profession, its name must follow the regulator’s rules, and it can’t carry on other businesses. Physicians and dentists can have certain family members hold non-voting shares. We check your regulator’s requirements before the articles are drafted, because the regulator reviews them.
Operating outside your home jurisdiction
An Ontario corporation that carries on business in another province generally has to register there as an extra-provincial corporation. A federal corporation carrying on business in Ontario files an initial return in Ontario within 60 days of starting here, and corporations from outside Canada generally need an extra-provincial licence.
Business number, HST and payroll
An Ontario or federal corporation receives a business number and a corporate income tax account from the Canada Revenue Agency when it is incorporated; an unincorporated business only needs one when it opens a CRA program account (see when you need a business number). As of 2026, you must register for GST/HST once your taxable sales exceed $30,000 in a single calendar quarter or over four consecutive quarters, and you need a payroll account before you pay employees. Your accountant usually handles these; we make sure the corporate records match.
If the business will buy or lease premises, see our commercial real estate services, including commercial lease review.
Fees
Quoted after a short call
Incorporation and corporate work is quoted once we know your structure: a sole owner, several shareholders, a holding company or a professional corporation. Government filing and name search costs are separate. Use the quote form to tell us what you need, or book a free 15-minute call.
Questions
Incorporating a business in Ontario
What’s the difference between federal and Ontario incorporation?
Federal incorporation gives name protection across Canada, but at least 25% of the directors must be resident Canadians and a federal corporation doing business in Ontario also has Ontario filings. Ontario incorporation has no director residency requirement and suits businesses operating in Ontario.
Do I need a lawyer to incorporate in Ontario?
You can incorporate online yourself through the Ontario Business Registry, but errors in the share structure, bylaws or organizational records can be costly to fix later. A lawyer makes sure they’re accurate and suit your plans.
Do I need a NUANS name search?
Yes, if you want a named Ontario corporation: the registry requires an Ontario-biased NUANS report dated within 90 days of filing. A numbered company doesn’t need one.
Should I incorporate or stay a sole proprietor?
It depends on the risk in your business, how much profit you leave in the business and whether others are involved. A corporation limits liability and gives tax planning options, but adds annual filings and records. Many owners start as sole proprietors and incorporate as the business grows; ask your accountant to run the numbers.
What is a minute book, and do I need one?
The corporation’s official record: its articles, bylaws, resolutions, and registers of directors, officers and shareholders. Ontario and federal corporations must keep these records, and a bank, buyer or the Canada Revenue Agency may ask to see them.
When is the Ontario annual return due?
Ontario corporations file an annual return through the Ontario Business Registry within six months after the end of each fiscal year. Changes to directors, officers or the registered office are reported within 15 days by a notice of change.
What is a register of individuals with significant control?
A record of the people who own or control 25% or more of the corporation’s votes or share value, directly or indirectly, or who control it in fact. Ontario private corporations keep it at the registered office; federal corporations also file it with Corporations Canada.
Do I need a shareholder agreement?
If there is more than one shareholder, almost always. It sets out who decides what, what happens if someone wants to sell, leaves, becomes disabled or dies, and how a deadlock is broken, while everyone still agrees.
Can you incorporate my professional practice?
Yes. Regulated professionals, such as physicians, dentists and accountants, can incorporate as a professional corporation where their profession allows it, subject to their regulator’s rules on who may own shares and the corporation’s name.
How much does it cost to incorporate with Wannes Law?
It depends on your structure: a sole founder, several shareholders or a professional corporation. We quote after a short call so the fee reflects the work.
Areas We Serve
Serving clients across Toronto and the GTA
From our Toronto office we act for clients across the Greater Toronto Area, including Durham, York and Peel regions: Markham, Richmond Hill, Pickering, Ajax, Whitby, Oshawa, Mississauga and Brampton.
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Scarborough
Business lawyer for Scarborough clients. Our office is on Sheppard Ave E.
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North York
In person on Sheppard Ave E, or fully remote.
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Markham
Close by in York Region, in person or by video.
Here to help
Set the corporation up right the first time.
Book a free 15-minute call to talk through your structure.
Prefer to talk now? Call (647) 707-7718 · Service in English, Armenian and Arabic