How to Incorporate in Manitoba: Cost, Steps and Requirements

To incorporate in Manitoba, you reserve a name with the Manitoba Companies Office for $45, then file Articles of Incorporation for $350, usually online. A numbered company skips the name reservation. Manitoba keeps a director residency rule: at least 25% of directors must be residents of Canada. In return, its small business tax rate is 0% on the first $500,000 of active business income. This guide covers each step of incorporating in Manitoba, the costs, and how it compares with federal incorporation.

Manitoba incorporation at a glance

How to incorporate in Manitoba: step by step

Step 1: Choose a named or numbered corporation

A Manitoba corporate name must end with a legal element: Ltd., Limited, Inc., Incorporated, Corp. or Corporation. It also needs to be distinctive enough not to be confused with existing names. If you don't need a brand name yet, choose a numbered corporation: the Companies Office assigns a number followed by "MANITOBA" and the legal element you pick, for example 123456789 MANITOBA LTD. You can switch to a word name later with an amendment.

Step 2: File a Request for Name Reservation ($45)

Manitoba runs its own name check. Instead of attaching a NUANS report, you file a Request for Name Reservation with the Companies Office for $45, online or on paper, and staff decide whether the name is available. Before you apply, search the free databases the Companies Office points to: Manitoba's Companies Online, the federal corporations database and the Canadian Trademarks Database. A name can be rejected if it's identical or confusingly similar to a federal corporation or a trademark.

• Approved: the name is reserved for 90 days. Note the expiry date and the reservation number, which you'll need to incorporate.
• Rejected or expired: choose a name and file a new request with another $45 fee.

Name reservations are processed in order of receipt, and the queue can run a couple of weeks at busy times. Check the Companies Office processing-dates page before you plan a launch date.

Step 3: Prepare the Articles of Incorporation

The articles set out the corporation's name, the share classes and any restrictions on transferring shares, the number of directors (fixed, or a minimum and maximum) and any restrictions on the business. The online and paper forms include sample clauses you can select. You also give the registered office address in Manitoba and the first directors.

Step 4: Meet the director residency rule

Manitoba is one of the few provinces that still has a director residency requirement. Under section 100(3) of The Corporations Act, at least 25% of directors must be residents of Canada. Under section 100(3.1), if the board has three or fewer directors, one of them must be a resident of Canada. The Act defines a resident of Canada as an individual who is ordinarily resident in Canada (or in a prescribed class). Unlike the federal "resident Canadian" test, there's no citizenship or permanent-residence condition.

A corporation needs at least one director. If none of its directors or officers lives in Manitoba, it must also file a Power of Attorney ($40) appointing an attorney for service in the province.

Step 5: File online and pay $350

File the Articles of Incorporation through the Companies Office online services before your name reservation expires. Online filing is the fastest route: many filings complete immediately, while filings sent for internal review take 4–6 business days. Paper filings wait in a longer queue. Expedited service is available for an extra fee.

Step 6: Organize the corporation

After the certificate of incorporation is issued, the directors hold a first meeting to pass by-laws, authorize share issuances, appoint officers, appoint an auditor, set up banking and adopt corporate records. Keep a minute book, a securities register and a register of individuals with significant control, which Manitoba also requires. Then register with the CRA for GST and payroll as needed.

If you'd rather have this done for you, OpenCompany can incorporate your Manitoba company, including the name reservation, articles and organizational documents.

How much does it cost to incorporate in Manitoba?

A named Manitoba corporation costs $395 in government fees to set up. For our full-service package, see pricing.

Keeping a Manitoba corporation in good standing

• Annual return ($65): the Companies Office sends it to the corporation's mailing or email address during the month of incorporation, and it's due by the end of the following month. A corporation incorporated in May files by the end of June each year. File online for the fastest processing.
• Don't skip two years: a corporation that doesn't file its annual return for two consecutive years will be dissolved. Revival is possible but costs $175 plus the missing filings.
• Changes within 15 days: report new or departing directors and a new registered office address within 15 days, at no cost.
• Taxes: file a T2 corporate return with the CRA each year. The CRA administers Manitoba's corporate income tax, so there's no separate provincial corporate tax return.

Manitoba corporate tax rates

For a Canadian-controlled private corporation, Manitoba's lower rate is 0% on active business income up to the $500,000 business limit. With the federal net small business rate of 9%, the combined rate is 9%, one of the lowest in Canada. Income above the limit is taxed at Manitoba's 12% general rate, plus the 15% federal general rate.

Manitoba vs. federal incorporation

A federal corporation operating in Manitoba pays the federal fee and the $350 Manitoba registration. If you'll operate mainly in Manitoba, incorporating directly in Manitoba is usually cheaper and simpler. Read more in our federal incorporation guide.

The extra-provincial alternative

If you already have a corporation elsewhere, you can register it in Manitoba instead of incorporating a new one. Corporations from other provinces and federal corporations file an Application for Registration ($350, plus a name reservation unless the name is numbered). Extra-provincial corporations must appoint a Manitoba-resident attorney for service. Federal corporations must too, unless their registered office is in Manitoba and a director or officer lives there. Corporations from British Columbia, Alberta and Saskatchewan register under the New West Partnership Trade Agreement with no fee and file their annual returns in their home province only. See extra-provincial registration.