Articles of Incorporation in Ontario: What They Include and How to File

Articles of incorporation in Ontario are the founding document of an Ontario business corporation. They set out the corporation's name, registered office, number of directors, first directors, share classes and any restrictions. You file them online with the Ontario Business Registry (OBR) for $300, approval is immediate, and the endorsed articles become your certificate of incorporation.

This guide walks through what goes into Ontario articles of incorporation, section by section, with example wording, how to file them, what you get back and how to change them later.

What are articles of incorporation in Ontario?

Articles of incorporation are the corporation's constitution under the Ontario Business Corporations Act (OBCA). They must be in the form approved by the Director and contain the information the Act, its regulations and the Director require. Once the Director endorses them with a certificate, the corporation exists from the date shown on that certificate.

The articles hold the rules that can only be changed by a formal amendment, such as the name and share structure. Day-to-day rules, such as how meetings are called or who signs cheques, belong in the corporation's by-laws, which you write after incorporating and don't file with the government.

Is it still called Form 1?

On paper, yes. The mail-in Articles of Incorporation under the OBCA are traditionally known as Form 1, and the current paper version still follows the same order: corporation name, address, first directors, shares and provisions, and incorporators. Most people now complete the same information online in the OBR instead.

What do Ontario articles of incorporation include?

1. Corporation name or number

You can incorporate a named or a numbered corporation. A named corporation needs an Ontario-biased or weighted NUANS report, bought from a private name search company. Ontario doesn't accept a federal-biased report, and the report can't be dated more than 90 days before you file. If you leave the name out, the Director assigns a number name: your corporation number followed by "Ontario" and a legal ending such as "Inc." or "Ltd." You can order an Ontario NUANS report from us before you file.

2. Registered office address

A corporation must always have a registered office in Ontario, at the location set out in its articles. This is where the corporation keeps its records and receives legal notices. Directors can later move it within the same municipality by resolution; moving to another municipality needs a special resolution of the shareholders.

3. Number of directors

You choose either a fixed number or a minimum and maximum (a "floating board"). A private corporation needs at least one director; an offering corporation, one that sells shares to the public, needs at least three. With a floating board, shareholders set the actual number by special resolution, or let the directors set it. A range such as 1 to 10 saves you from amending the articles each time you add a director.

4. First directors

List each first director. A director must be an individual, at least 18 years old, not an undischarged bankrupt and not found incapable of managing property. Ontario dropped its resident Canadian director requirement in July 2021, so directors can live anywhere. Each first director who is not an incorporator signs a consent to act, which the corporation keeps at its registered office. First directors hold office until the first shareholders' meeting.

5. Restrictions on business and powers

An Ontario corporation has the capacity and powers of a natural person. Most small businesses write "None" here. Add restrictions only if a regulator, lender or partner requires them, because removing them later means filing an amendment.

6. Share classes and maximum number

Every Ontario business corporation must be authorized to issue shares. OBCA shares have no par value. You set out each class and the maximum number of shares, which can be unlimited.

7. Restrictions on share transfers

Most private corporations restrict share transfers, typically by requiring the directors' approval for any transfer. Restrictions help keep ownership among people you choose and are commonly used to fit within the private-issuer rules of securities law. Under the OBCA, a corporation that restricts transfers of a class can't offer those shares to the public, except in limited cases.

8. Other provisions and incorporators

"Other provisions" is for anything else you want fixed in the articles, such as borrowing powers or a lien on shares for debts owed to the corporation. The incorporators, the people or companies forming the corporation, are listed last and authorize the filing.

How should you set up the share structure?

If the articles create only one class of shares, every share carries equal rights, including the right to vote and to receive the remaining property on dissolution. Many single-owner corporations start this way, with an unlimited number of common shares.

If you create more than one class, the articles must spell out the rights, privileges, restrictions and conditions of each class. Voting rights and the right to the remaining property must each attach to at least one class, though not necessarily the same one.

A multi-class structure is easy to set up at incorporation and costs $150 to add later by amendment. If you have several shareholders or a holding company in mind, get tax advice before you file. Our holding company guide explains why share classes matter there.

How do you file articles of incorporation in Ontario?

1. Decide named or numbered. For a word name, get an Ontario-biased NUANS report dated within 90 days.
2. Set up your OBR access with an Ontario.ca Login and an Ontario Business Account.
3. Prepare the details: registered office, director range, first directors, share classes, transfer restrictions and incorporators.
4. Get consents from first directors who aren't incorporators, and keep them on file.
5. File online and pay $300. Online filings are approved immediately; mail filings cost the same and take about 15 business days.
6. Organize the corporation: pass by-laws, issue shares, appoint officers and set up the minute book.

For the whole process, including tax registrations, see our guide to incorporating in Ontario, or start your Ontario incorporation and we'll prepare and file the articles for you.

Certificate and articles of incorporation: what you receive

When the Director endorses your articles, the endorsement is the certificate of incorporation, so the certificate and articles arrive as one document. The certificate is conclusive proof that the corporation was incorporated under the OBCA on the date shown. It also shows your Ontario corporation number.

New online filings also receive a company key, a 9-digit code needed for every later filing in the OBR. An Ontario corporation also receives a CRA business number. Keep the certificate and articles in your minute book; banks, accountants and landlords will ask for copies.

By-laws and the corporate minute book

The articles are only the start of your corporate records. Right after incorporating, the directors usually adopt a general by-law, issue shares to the founders, appoint officers and set the fiscal year-end. These records, with the articles, the securities register, the register of directors and the register of individuals with significant control, form the corporate minute book, kept at the registered office.

The OBR doesn't review your minute book, but banks, buyers and the CRA may ask for it. Keeping it complete from day one is much cheaper than rebuilding it years later.

How do you change articles of incorporation later?

You change the articles by filing Articles of Amendment, which costs $150 online. Most amendments, such as a new name, new share classes or removing transfer restrictions, need a special resolution of the shareholders first. A name change also needs a new Ontario NUANS report, unless you're switching to a number name.

Changes to directors or to the registered office within your director range don't need an amendment. You report those on a notice of change within 15 days. Read our articles of amendment overview, or let us file your Articles of Amendment.