Incorporating a Federal Corporation in Canada

Unlike United States, you can incorporate your company federally in Canada. Corporations Canada is the federal government agency in charge of incorporating companies and businesses. Incorporating a company federally in Canada has five steps. You can do it online at Corporations Canada website, or by fax or email with manually filed forms.

  • Step 1: Deciding the name of your corporation
  • Step 2: Completing articles of incorporation
  • Step 3: Providing the office address and names of the directors
  • Step 4: Paying the fee
  • Step 5: Submitting and waiting for your application being processed

Although you are incorporating federally, you may also choose to complete provincial and territorial registration and other requirements at the end of Corporations Canada’s application process. Consider consulting a lawyer or another professional advisor to ensure that the specific needs of your corporation are met.

After your application request is approved, Corporations Canada will issue a certificate of incorporation to you.

Step 1: Deciding the name of your corporation

You need to choose a name for your corporation before the process of incorporation. Every corporation must have a corporate name. The name must be unique and distinctive. It must not be misleading or likely to be confused with names used by other organizations and businesses. Remember, you corporate name will be recognized nationally and globally. A good name recognition is the first thing to touch your customers. It should not make those who encounter it think of another organization or business.

You may also choose to use a numbered name. Each corporation registered with Corporations Canada will be assigned a corporation ID number. You may use this number as as your corporate name, for example, 11306421 CANADA INC. or 11306430 CANADA CORP. If you want to use a numbered name, then you can proceed to step 2. When completing the articles of incorporation, you can obtain a numbered name for your company.

If you prefer to use a special and distinctive corporate name, the first thing to do is to check if it is unique and available. This is done by doing a so-called Nuans name search, and obtaining a Nuans name search report. Note that the report for the proposed corporate name must not be more than 90 days old.

You can either obtain pre-approval of your corporate name before Step 2 where you file your articles of incorporation, or require approval when you do the filing.

Step 2: Completing articles of incorporation

Completing articles of incorporation means you will establish the structure of your corporation, such the corporate name and the share structure. Articles of incorporation can be filed through Online Filing, or you can manually complete Form 1 – Articles of Incorporation (check out the forms).

When completing the form, you need to provide the following information about your corporation.

  • corporate name (use a blank space if you want to registered with a numbered name)
  • province or territory in Canada where the corporation operates
  • the share structure, together with any restrictions on share transfers (see The share structure of your corporation)
  • the number of directors in your corporation
  • any restrictions for your business or business activities
  • any other provisions (See Item 7: Other provisions, if any).

You may choose any of the official language to complete the articles, that is, you can use either French or English, or both.

The incorporator(s) must sign the articles of incorporation. If an incorporator is a company or another incorporated body, an individual authorized by that body must sign the the articles. You can change the structure of your corporation once incorporated, by applying to make an amendment of the articles. The fee charged by Corporations Canada for amending articles is $200.

Step 3: Providing the office address and names of the directors

You must register an office address where you keep your corporate records, and most importantly, official documents will be sent over on the corporation. Make sure you can receive letters on the address. Also note that, registered office address will be made public since this is corporate information; this means any one can find this address easily on Corporations Canada website.

You also need to provided names and addresses of the directors of the corporations, and they must meet the eligibility requirements (Director requirements). Note that, names and addresses of directors will also be made public on Corporations Canada website.

For more information on public disclosure for both the registered office address and the director, see Public disclosure of corporate information.

You can provide the office address and names of the directors as part of your online incorporation process, or by completing Form 2. Specifically, you need to provide the following information:

  • the same corporate name provided in Step 2)
  • the street address of your corporation’s registered office (it must be in Canada; you can also add a mailing address for receiving unofficial documents)
  • the first and last name, and the address of each director, and whether the director is a Canadian resident

Step 4: Paying the fee

After filing the appropriate forms (either online or by fax or email with manually filed forms), you must include the filing fee (see Services, fees and turnaround times – CBCA).

Step 5: Submitting and waiting for your application being processed

Corporations Canada will check your articles of incorporation have been properly completed and signed, the proposed name is acceptable, your application includes all necessary documents, and the fee is paid.

If your application is complete and valid, Corporations Canada will send you a certificate of incorporation within the turnaround time (see Services, fees and turnaround times – Canada Business Corporations Act).

Your certificate of incorporation contains the corporate name, the corporation number and the date of incorporation, along with your articles of incorporation. You will also receive a corporation information sheet that includes your corporation key. When used with a corporation number, a corporate name or a business number, a corporation key allows you to carry out certain online transactions.

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