The Founders' Lawyer
Federal Incorporation in Canada
Incorporating federally under the Canada Business Corporations Act gives your startup nationwide name protection and the corporate structure investors expect. Here's everything you need to know about the process.
What does it mean to incorporate federally?
In Canada, you can incorporate a corporation at either the federal level (under the Canada Business Corporations Act, or CBCA) or the provincial level (under your province's corporate statute). The choice you make at this stage has real implications for your business.
A federal corporation is created through Corporations Canada, a branch of Innovation, Science and Economic Development Canada. Once incorporated, your corporation exists as a legal entity with rights across the entire country. You get nationwide protection for your corporate name, meaning no other federally incorporated company can use the same name anywhere in Canada.
Federal incorporation is the most common choice for startups that plan to operate beyond a single province, raise venture capital or build a business with national or international ambitions. It's the corporate structure that investors are most familiar with, and it signals from day one that you're building something with scale in mind.
If you're weighing your options, also see our page on Ontario incorporation under the OBCA, or our general incorporation lawyer page for a broader overview.
The Process
Federal incorporation step by step
Here's what happens from the day you decide to incorporate to the day your corporation is fully set up and ready to operate.
NUANS Name Search
If you want a named corporation, we run a NUANS search to make sure your proposed name is available and doesn't conflict with existing businesses or trademarks across Canada. Results are usually available within hours.
File Articles of Incorporation
We prepare and file your articles of incorporation with Corporations Canada, including your share structure, any restrictions or provisions in the articles and the classes of shares your corporation will be authorized to issue.
Certificate of Incorporation
Corporations Canada issues your certificate of incorporation, which is the official proof that your corporation exists. For online filings, this is typically issued within one business day.
Set Up the Minute Book
We prepare your complete corporate minute book: organizational resolutions, by-laws, director and officer appointments, registered office, share issuance to founders and all the foundational corporate records your company needs.
CRA Registration
We register your corporation with the Canada Revenue Agency to get your business number and any program accounts you need — corporate income tax, GST/HST, payroll and import/export accounts as applicable.
Extra-Provincial Registration
A federal corporation must register in each province where it carries on business. If you're operating in Ontario, we handle the extra-provincial registration with the Ontario government as part of the process.
Federal vs. Provincial
When does federal incorporation make more sense?
Choose federal incorporation when: you want nationwide name protection, you plan to operate in multiple provinces, you're raising venture capital or institutional investment, you want the credibility that comes with a federal corporation, or you're building a business with national or international ambitions.
Consider provincial incorporation when: you're operating exclusively in one province, your directors are not Canadian residents (the CBCA requires 25% Canadian-resident directors, while the OBCA has no such requirement), or you want a slightly simpler process with no extra-provincial registration needed.
The government filing fee for a federal incorporation is $200 for online filing. Ontario provincial incorporation has a similar fee structure. The cost difference between federal and provincial is minimal — the more important consideration is which structure fits your business plans.
One important note: the CBCA requires that at least 25% of your corporation's directors be resident Canadians. If your corporation has fewer than four directors, at least one must be a resident Canadian. If your founding team is entirely based outside of Canada, this requirement may push you toward a provincial incorporation in a jurisdiction without residency requirements, such as Ontario.
What's Included
Our federal incorporation package
Everything you need to go from zero to a fully set-up Canadian corporation.
Our fixed-fee incorporation package includes the NUANS name search and reservation (for named corporations), articles of incorporation filed with Corporations Canada, a complete corporate minute book with organizational resolutions, by-laws, director and officer appointments, share issuance to founders, CRA business number registration and extra-provincial registration in Ontario.
We also advise on share structure — how many classes of shares to authorize, what rights and restrictions to attach to each class and how to set things up for future tax planning, fundraising and founder vesting. The decisions you make about share structure at incorporation have long-term consequences, and we make sure you get them right from the start.
After incorporation, you'll also want to think about a shareholder agreement (if you have co-founders or multiple shareholders) and proper IP assignment agreements to ensure the intellectual property your team creates belongs to the corporation. We can handle all of this as part of your initial setup.
After Incorporation
Ongoing obligations under the CBCA
A federal corporation has annual obligations that you need to stay on top of. The most important is the annual return, which must be filed with Corporations Canada each year. Failure to file can result in your corporation being dissolved — which is a far more expensive problem to fix than simply filing on time.
You'll also need to file corporate income tax returns with the CRA, maintain your corporate minute book with up-to-date records of directors, officers, shareholders and resolutions, and file annual returns with any province where you're registered extra-provincially. We help our clients stay on top of these obligations so nothing falls through the cracks.
Common Questions
Frequently asked questions
How much does federal incorporation cost in Canada?
The government filing fee is $200 for online filing with Corporations Canada. Our complete incorporation package — which includes the filing fee, NUANS search, minute book, share issuance, CRA registration and extra-provincial registration — is quoted at a fixed fee. Start your incorporation online to see our current pricing.
How long does it take to incorporate federally?
The articles of incorporation are typically issued within one business day of filing online. The full setup — including NUANS search, minute book, share issuance and CRA registration — usually takes a few business days once we have all the information we need from you.
Do directors need to be Canadian residents?
Under the CBCA, at least 25% of directors must be resident Canadians. If your corporation has fewer than four directors, at least one must be a resident Canadian. If your entire founding team is based outside Canada, consider incorporating in Ontario under the OBCA, which has no Canadian residency requirement for directors.
Do I still need to register provincially after incorporating federally?
Yes. A federal corporation must register in each province where it carries on business. This is called extra-provincial registration. We include the Ontario extra-provincial registration in our incorporation package, so it's handled as part of the process.
Should I get a numbered company or choose a name?
A numbered corporation is faster and skips the NUANS search. A named corporation gives you nationwide name protection and a more professional corporate identity. Most startups choose a named corporation. If you're unsure, you can always incorporate as a numbered company and register a trade name (business name) later.
Free Download
The Law for Founders
Our free book covers everything you need to know about incorporating in Canada — share classes, corporate structure, minute books, CRA registration and beyond. Written in plain language for founders, not lawyers.