Federal Incorporation in Canada: A Comprehensive Guide to Building Your Business

A federal corporation is incorporated under the Canada Business Corporations Act (CBCA) with Corporations Canada. Filing online costs $200 and takes about 1 day, or 4 hours with $100 express service. In exchange for Canada-wide name protection, a federal corporation has to meet a director residency rule and register in each province where it does business. This guide explains when federal is the right choice and how to do it.

Federal incorporation at a glance

Federal vs. provincial incorporation

The decision comes down to where you'll operate and whether your name matters across Canada.

Note that federal incorporation alone doesn't let you skip provincial paperwork: you still register extra-provincially wherever you carry on business, including your home province. Compare provinces in our Ontario, BC and Alberta guides.

How to incorporate federally: step by step

Step 1: Choose a word name or a numbered corporation

A federal name needs a distinctive element, a descriptive element and a legal ending (Limited, Ltd., Incorporated, Inc., Corporation, Corp. or their French forms). Because a federal name is protected nationally, it is checked against business names and trademarks across Canada. Alternatively, choose a numbered corporation, which gets a number-based name and needs no name search.

Step 2: Let the online name search run

Corporations Canada now runs the corporate name search as part of online incorporation, so you don't need to order a NUANS report first for a word name. You still need a name that won't be confused with existing businesses. A pre-check with a federal NUANS report is still useful if you're investing in a brand, filing on paper, or want to see conflicts before you commit.

Step 3: Prepare the articles of incorporation

The articles state the name, the province or territory of the registered office, the share classes and any restrictions on share transfers, the number of directors (fixed or minimum and maximum), and any restrictions on the business. You also give the registered office address and the first directors.

Step 4: Check the director residency rule

At least 25% of directors must be resident Canadians, or at least one if the board has fewer than four directors. A "resident Canadian" generally means a Canadian citizen or permanent resident ordinarily living in Canada. If no founder qualifies, consider a provincial corporation instead: Ontario, BC, Alberta, Saskatchewan, Nova Scotia and New Brunswick have no director residency requirement.

Step 5: File online and pay $200

File through Corporations Canada's Online Filing Centre. Standard processing is about one day, or 4 hours with $100 express service. You receive a Certificate of Incorporation with your corporation number, and a CRA Business Number is issued at the same time.

Step 6: Register in your province(s)

Register the federal corporation extra-provincially in each province or territory where it carries on business, including the one where its head office is. Fees and forms differ by province. See extra-provincial registration.

Step 7: Organize, set up records and register for taxes

Adopt by-laws, issue shares, appoint officers and set up the minute book, the securities register and the register of individuals with significant control (ISC). Federal corporations must also send their ISC information to Corporations Canada. Then register for GST/HST and payroll with the CRA as needed, and open a business bank account.

How much does federal incorporation cost?

For OpenCompany's all-in federal package, see pricing or start a federal incorporation.

Keeping a federal corporation in good standing

• Annual return: file it online for $12, with your ISC information, within 60 days after each anniversary. Corporations that stop filing can be dissolved.
• Changes: report changes to directors and to the registered office address within the province online, free of charge. Moving the registered office to another province requires amending the articles.
• Provincial filings: keep each extra-provincial registration current with that province's annual filing.
• Records and taxes: keep the minute book and registers current, and file a T2 return within six months of year-end.