Federal Business Incorporation - Canada Business Corporations Act (CBCA)

To Whom Does This Apply?

Summary

Anyone wishing to form a corporation under federal law must make an initial filing. The following documents and fees are required:

• Form 1 - Articles of Incorporation;
• Form 2 - Information Regarding the Registered Office and the Board of Directors;
• NUANS® federal name search report (original) not more than 90 days old. A NUANS® search is not required when making an initial filing for a numbered corporation.
• Fee of $250 payable to the Receiver General for Canada when filing by mail, fax or in person, or a fee of $200 when filing online through the Corporations Canada Online Filing Centre.

After a corporation has been incorporated federally, it may be necessary to register with the province(s) where the corporation will be conducting its operations (extra-provincial registration). The appropriate provincial authority should be consulted to determine what documentation may be needed for a federal corporation to conduct business within provincial boundaries. In the provinces of Ontario, Nova Scotia and Newfoundland and Labrador, this process can be done at the same time as federal incorporation is completed online.

Besides the documents required for federal incorporation, Corporations Canada offers various documents for federal corporations:

Most forms are available at Corporations Canada's Web site under the tab Forms.

Save Money and Time by Filing Online

You can also complete and file documents online (via Internet) and pay electronically in a secure environment through the Online Filing Centre. 

Online filing offers many benefits:

• convenience - file from anywhere at any time - the Online Filing Centre is open 24/7;
• reduced delivery costs -  traditional delivery expenses and delays are eliminated with online submissions;
• acknowledgement of filing - no more guessing as to whether your submission has been received;
• prompt processing of articles -  electronic submissions direct to a database enable Corporations Canada to offer rapid processing, with the same day or next day turnaround, depending on the time of filing and complexity of the application;        
• reduced fees for incorporation and the filing of annual returns - the incorporation fee has been reduced to $200, while the fee for filing annual returns has been reduced to $20.

You can pay using your Visa®, Mastercard® or American Express® credit card. All transactions are secure.

Online filing is optional. It provides you, as well as the Director General of Corporations Canada, with more options for sending or issuing documents under the CBCA.

For more information

You can find out more about federal incorporation in the following publications which are available at Canada Business service centres. These same publications and information kits can also be obtained from Corporations Canada either from their Web site or by calling 1-866-333-5556.

• Incorporation Kit - for initial incorporation;
• Amendment Kit - for changing the corporation's name, a change of province of the registered office, to change the maximum and minimum number of directors and to change the shares structure;
• Continuance (Export) Kit - to change from federal jurisdiction to another jurisdiction in Canada or another country;
• Continuance (Import) Kit - to change from another jurisdiction in Canada or another country to federal jurisdiction;
• Amalgamation Kit - for amalgamation of one or more CBCA corporations;
• Dissolution Kit - for corporations that are not insolvent, nor bankrupt, that wish to dissolve;
• Revival Kit - to revive a federal corporation that has been dissolved;
• Restated Articles of Incorporation - restatement of articles of incorporation to include all amendments;
• Keeping your Corporations in Good Standing - guide to some statutory obligations;
• Name Granting Guidelines - synopsis of name policy with examples;
• Name Granting Compendium - full policy on name decisions with examples;

The following documentation is available only through the Internet at http://corporationscanada.ic.gc.ca/

• Services and Contacts;
• Guide to Federal Incorporation;
• Choosing a Name ... for your federal corporation.

For more information on federal business incorporation or any other products and services offered by Corporations Canada, please call toll-free 1-866-333-5556.

DISCLAIMER
Information contained in this section is of a general nature only and is not intended to constitute advice for any specific fact situation. For particular questions, the users are invited to contact their lawyer. For additional information, see contact(s) listed below.

Ontario Contact(s):
Canada-Ontario Business Service Centre (COBSC)
Toronto, Ontario  M5C 2W7
Telephone: (416) 775-3456
Fax: (416) 954-8597
Toll-free (information): 1-800-567-2345 (in Ontario)
TTY Toll-free (hearing impaired): 1-800-457-8466
E-mail: ontario@cbsc.ic.gc.ca
Web site: http://www.cobsc.org/en