A company is established via incorporation, which entails submitting the necessary information to the federal government for federal incorporations, or to the provincial government for provincial incorporations, along with paying the applicable fees. The required information and declarations will constitute the articles of association of the company which could be considered as the “constitution of the company". It specifies the name and location of the company, the identities of the owners and persons who operate the company, and the rules by which the company will operate. The information is also stored in a public database by Corporations Canada, which provides the public with information about the company.

The information basically outlines the identity and location of the company, in terms of its name and address, and confirms the types of business activities which the company will perform. The information also provides the names of those who are incorporating the company as well as those who will manage the company. In addition a contact person, phone or email, for Corporations Canada communications must be provided.

The types and amounts of the shares of the company as well as information on the owners of the company shares and their respective shareholdings are also required for incorporation. The rules and restrictions relating to the rights and obligations of the shareholders who own the corporation are also Included in the articles of association as well as any restrictions imposed on what the people responsible for operating the corporation can do, such as limitations on the borrowing powers of the directors.

A federal business corporation is distinct from a non-profit corporation as its purpose is to operate at a profit. It will be incorporated as a private, non-distributing company, which means it will not sell shares on a public stock exchange. The company can still issue and sell its shares privately and could be able to sell its shares on a public stock exchange after a period of operation by following the rules laid out by that stock exchange.

The federal business corporation will also be required to register in each province that it wishes to operate. For Ontario, this can be done during this federal incorporation process. Registration for other provinces can be done after incorporation.

One incorporator must sign the articles of incorporation and also documents stating the initial registered office address and the members of the first board of directors’. Changes in corporate information contained in the articles must be communicated to Corporations Canada within set timeframes and a return must be filed annually providing information to Corporations Canada relating to the company's shares, share holders, directors and secretary, which is used to update the database which provides the public with information about the company.

We have created a concise course with guidance which you can reference here: Business Registrations and Incorporations.

Download a list of the information that you will need to incorporate here: