- Service fee from
- CA$449
- Government fee
- Separate, set by the registry
- Federal turnaround
- Usually same day to one business day
- Provinces
- Ontario, British Columbia, Alberta and others
Incorporate in Canada, federally or provincially
Corporations Canada or the provincial registry, a NUANS name search, the minute book, the CRA business number and GST/HST registration. Handled as one piece of work rather than five errands.
- Also relevant if
- You are Canadian and need a US entity for American customers
- Or if
- You are American and have started hiring in Canada
Almost every US formation service stops at the border.
If you search for company formation, you will find dozens of American providers, a handful of Canadian ones, and nobody who does both properly. That is fine until your business has customers on both sides, or you are a Canadian founder who needs a US entity to accept American payments, or an American company that has started hiring in Ontario.
At that point you are usually handed a referral and left to reconcile two sets of advice that were never written to fit together. Northmark files in both countries, which means the same team decides the structure, the registrations and the tax treatment as a single question.
Canadian incorporation itself is not difficult. Federal incorporation is often completed the same day. What causes trouble afterwards is the layer nobody mentions: the annual return that is not a tax return, the extra provincial registration in your own province, the GST/HST threshold that arrives sooner than expected, and the minute book that was never actually written.
Federal or provincial.
The first real decision, and the one most articles answer badly by treating federal as automatically better.
| Federal, under the CBCA | Provincial | |
|---|---|---|
| Name protection | Across all of Canada, subject to a NUANS name search. | Within that province only. Another company can use a similar name elsewhere. |
| Where you can operate | Anywhere in Canada, but you still register extra provincially in each province where you carry on business. | Primarily in the province of incorporation. Operating elsewhere means extra provincial registration too. |
| Ongoing filings | An annual return to Corporations Canada, plus whatever each province requires where you are registered. | One provincial annual filing, where the province requires it. |
| Director residency | A Canadian residency requirement applies to a proportion of directors. | Varies. British Columbia has no residency requirement, Ontario removed its own, others differ. |
| Usually right for | Businesses trading across provinces, or protecting a name nationally. | Businesses whose customers and premises are in one province. |
- Most common failure
- Treating the annual return and the T2 as the same filing
What happens after the certificate.
The incorporation is the quick part. These are the filings that keep the corporation alive and in good standing.
What a Canadian incorporation needs after the certificate
- A NUANS name search report, unless you take a numbered company
- The minute book: articles, bylaws, directors' and shareholders' resolutions, and the share register
- A CRA business number, which is the root of every federal tax account the company will open
- GST/HST registration once you pass the small supplier threshold, and voluntarily before that if you want to claim input tax credits
- Payroll account with the CRA if anyone, including you, draws a salary
- Provincial registration in every province where you carry on business, including your own
- An annual return, which is a corporate filing and is not the same thing as a tax return
- A T2 corporate tax return every year, whether or not the company traded
Common questions
Provincial is usually cheaper and simpler when your customers and premises are in one province. Federal buys you name protection across Canada, which is worth paying for if the brand matters or if you expect to trade in several provinces. Either way, you register extra provincially wherever you carry on business, so federal incorporation is not a shortcut around provincial registration.
To incorporate, no. To sit on the board, sometimes. Federal incorporation under the CBCA carries a Canadian residency requirement for a proportion of directors. British Columbia has no such requirement, which is why non resident founders often incorporate there. We will tell you which jurisdictions work for your board before you choose.
A search of existing corporate names and trademarks across Canada, used to show that your proposed name is not already taken or confusingly similar. It is required for a named federal corporation and for most provinces. You can skip it by accepting a numbered company, which is fast and cheap and can be given a business name later.
Once your worldwide taxable revenue crosses the small supplier threshold you must register, and the obligation starts immediately rather than at the end of the year. Registering voluntarily before that is often worth it, because it lets you claim input tax credits on what you buy. The trade off is quarterly or annual filings from that point on. We cover this on the sales tax and GST/HST page.
Yes, and a fair number of our clients do, usually a Canadian operating company with a US entity for American customers or payment processing. It is workable and it needs planning, because transactions between the two are related party transactions and both tax authorities take an interest. This is not a structure to assemble from two separate filing services.
Incorporating in Canada, or on both sides of the border?
Tell us where the customers are and where the people are. The structure follows from that.