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Canada has no single companies register. A corporation is created either under the federal Canada Business Corporations Act (CBCA), through Corporations Canada, or under the corporate statute of one province, such as Ontario, British Columbia or Alberta, through that province’s registry. Both routes produce a limited company with shares, usually named Inc., Ltd. or Corp., and the choice decides the rules on directors, where the registered office must be, which register the public can search and what the corporation files each year.
A federal word name, once approved, may be used across Canada, but provincial and territorial law still requires a federal corporation to register in each province or territory where it conducts business, typically by having an address or a phone number there or by offering services or products there. Corporations Canada completes the Ontario, Nova Scotia and Newfoundland and Labrador forms during a federal incorporation and offers a shared route for Alberta, British Columbia, Manitoba, Saskatchewan and Quebec. A provincial corporation that expands into another province registers there in the same way. In Ontario, for example, an extra-provincial corporation files an Initial Return within 60 days after it begins to carry on business and a Notice of Change within 15 days of any later change.
No, and Canada offshore company formation is a contradiction in terms. Under section 250(4) of the Income Tax Act a corporation incorporated in Canada after 26 April 1965 is deemed resident in Canada, wherever its owners live. The Canada Revenue Agency expects a T2 corporation income tax return for every tax year from every corporation, inactive ones included, even when no tax is payable, within six months of the year end. A Canadian corporation suits cross-border trade into North America, a business with Canadian customers or staff, or a holding structure inside the Canadian tax system. It is the wrong vehicle for anyone looking for a zero-tax company or a register that hides its owners.
You will read that the federal residency requirement for directors was abolished in 2018 or in 2025. It was not. Section 105(3) of the CBCA, in the consolidation current to 30 September 2026, still requires at least 25% of the directors to be resident Canadians, and at least one where the corporation has fewer than four directors. A majority is required where the corporation works in a prescribed sector or must keep a set level of Canadian ownership; Corporations Canada names airlines, telecommunications, book retailing and film distribution as examples. Nothing touching section 105 appears among the amendments not yet in force.
A resident Canadian is, in short, a Canadian citizen or a permanent resident who is ordinarily resident in Canada, with a time limit for permanent residents who could already have applied for citizenship. The conditions for every director are simpler: an individual, at least 18 years old, not bankrupt and not declared incapable. Another company cannot sit on the board.
The provinces went the other way. Ontario’s incorporation notice states that its 25% requirement has been eliminated, and British Columbia, Alberta, Saskatchewan, Quebec and the Atlantic provinces impose none, while Manitoba applies the federal test. Shareholders face no residency or citizenship test anywhere. This is why a founder abroad with no Canadian on the board normally incorporates in Ontario, British Columbia or Alberta, and why a federal corporation suits a group that already has a resident Canadian willing to serve.
| Point | Federal (CBCA) | Ontario | British Columbia | Alberta |
|---|---|---|---|---|
| Where you file | Corporations Canada, Online Filing Centre | Ontario Business Registry | BC Registries, through Corporate Online or the BC Business Registry | A registry agent or authorised Alberta service provider |
| Name | Word name checked during the online filing, no separate Nuans report; or a numbered name such as 12345678 Canada Inc. | Ontario-biased Nuans report no more than 90 days old, unless a number name is used | Name Request, officially about 7 to 14 days and held for 56 days after approval; or the incorporation number, such as 0123456 B.C. Ltd. | Alberta Nuans report, which reserves the name for 90 days; or a number name such as 785843 Alberta Inc. |
| Resident Canadian directors | At least 25%, and at least one on a board of fewer than four | None | None | None |
| Registered office | In the province named in the articles | A physical location in Ontario; a P.O. Box alone is not accepted | A registered office and a records office in British Columbia | A physical location in Alberta, plus an agent for service in Alberta |
Annual upkeep differs as well. A federal corporation files its annual return within 60 days after the anniversary of its incorporation, an Ontario corporation within six months of its financial year end, and a British Columbia company files an annual report within two months of its anniversary date.
Corporations Canada describes federal incorporation as five steps, all of which can be completed online.
| Step | What it involves |
|---|---|
| 1. Name | Propose a word name, which Corporations Canada reviews for distinctiveness and for confusion with existing names and trademarks, or take a numbered name assigned by the registry and trade under a separate business name. |
| 2. Articles of incorporation | Either basic incorporation (pre-determined articles, one or two classes of shares, up to 10 directors and a numbered name) or custom articles setting the name, share structure, transfer restrictions, number of directors and any limits on activities. Articles may be in English, French or both. |
| 3. Registered office and first board | The registered office address, where the records are kept and where documents served are legally treated as received, and each first director’s name, address and whether they are a resident Canadian. |
| 4. Individuals with significant control | Who will own or control the corporation, filed with the application. |
| 5. Submit | Filed through the Online Filing Centre. The published service standard for an online incorporation is one business day, with an express service of four business hours. |
After the certificate, the directors make by-laws, issue shares and appoint officers, and the first shareholders’ meeting must be called within 18 months. There is no statutory minimum capital: shares have no nominal value, but a share may not be issued until it is fully paid in money, property or past services. The corporate records are kept at the registered office or another place in Canada the directors choose, usually in one minute book.
An individual with significant control (ISC) is anyone who holds, controls or directs 25% or more of the voting shares or of all shares by fair market value, alone, jointly or in concert, or who has control in fact without holding shares. Federal corporations have kept an ISC register since June 2019 and, since 22 January 2024, file it with Corporations Canada at incorporation, every year with the annual return and within 15 days of recording a change.
Part of that filing is published in the federal corporation search: the full legal name, the dates on which the person became or ceased to be an ISC, a description of the control, and the residential address unless an address for service is given. Date of birth, citizenship and tax residence stay private, as does everything about a minor until the age of 18, and the database cannot be searched by an individual’s name. Ontario and British Columbia corporations keep their registers at the company and do not publish them. For a federal corporation the names of the directors, with a residential address or an address for service for each, are public as well.
The Canada Revenue Agency assigns a business number automatically when a corporation is incorporated federally or in Alberta, British Columbia, Manitoba, New Brunswick, Nova Scotia, Ontario, Saskatchewan or Prince Edward Island; elsewhere the corporation registers for one separately. Tax accounts are then opened against that number as the activity requires.
| Obligation | Rule |
|---|---|
| GST/HST registration | Required once taxable supplies exceed the CAD 30,000 small supplier threshold in one calendar quarter or over four consecutive quarters, within 29 days; voluntary registration is possible earlier |
| GST/HST rates | GST 5%; HST 13% in Ontario, 14% in Nova Scotia since 1 April 2025, and 15% in New Brunswick, Newfoundland and Labrador and Prince Edward Island |
| Federal corporate tax | 15% net general rate; 9% on the first CAD 500,000 of active business income for a Canadian-controlled private corporation |
| Provincial corporate tax | Higher rates of 11.5% in Ontario and 12% in British Columbia, giving combined general rates of 26.5% and 27%; across the provinces the combined general rate runs from 23% to 30% |
| T2 return | Every tax year, within six months of the year end, even with no activity |
| Annual return | Filed with the corporate registry; it is not a tax return |
The small business rate is the figure that most often misleads foreign founders. Section 125(7) of the Income Tax Act defines a Canadian-controlled private corporation as one not controlled by non-resident persons, so a corporation owned from abroad pays the general combined rate on all its income. For GST/HST, the agency points out that a non-resident can be carrying on business in Canada without a permanent establishment there.
A further federal rule concerns foreign owners. Under the Investment Canada Act a non-Canadian who establishes a new Canadian business gives notice of the investment, either before it is implemented or within 30 days afterwards.
With a one-business-day service standard for online federal incorporation, buying an existing corporation is rarely about speed. It makes sense when an earlier date of incorporation matters to a counterparty, a landlord, a tender or a bank. If it does not, a new incorporation is the cleaner route. What an existing corporation can and cannot give is set out on our page on ready-made shelf companies in Canada, and the general idea is explained in our guide to off the shelf companies.
We can form a new federal or provincial corporation or supply a ready-made one, prepare the articles, the director and ISC information and the registry filings, help prepare the bank application and, where we have a working contact at a suitable bank, introduce you, while the bank alone decides. For a federal corporation whose board would otherwise lack the resident Canadians that section 105 of the CBCA requires, we can arrange a director who is a resident Canadian as the Act defines it; that director owes the duties of loyalty and care in section 122, which no contract can remove, can be personally liable for unpaid wages and unremitted payroll deductions, and the person who controls the corporation is filed with Corporations Canada as an individual with significant control. Banking for Canadian corporations is covered on our page on bank accounts for Canadian companies, and the country background on our Canada page.
Yes. Shareholders can be of any nationality and live anywhere. The question is the board. A federal corporation needs at least 25% resident Canadian directors, and at least one if the board has fewer than four. Ontario, British Columbia and Alberta have no such rule, so a founder abroad can be the sole director there. Every corporation still needs a registered office in Canada.
Corporations Canada publishes a service standard of one business day for an online federal incorporation, or four business hours with its express service. In British Columbia the Name Request alone takes about 7 to 14 days unless the incorporation number is used as the name. Ontario and Alberta publish no comparable standard. The business number follows automatically in most provinces, while tax accounts, sales tax registration and the bank account are separate steps.
Not for a federal corporation filed online: the name search is now part of the federal incorporation, and a numbered name needs no search at all. Ontario requires an Ontario-biased or weighted Nuans report for a word name, no more than 90 days old, and does not accept a federal-biased one. Alberta requires an Alberta Nuans report, which holds the name for 90 days. British Columbia uses its own Name Request system instead.
Federal corporations can be looked up in Corporations Canada’s search by corporate name, corporation number or business number. The entry shows the status, the governing act, the registered office, the directors, whether the annual filings are up to date and the published ISC information. Provincial corporations appear in their own registries, such as the Ontario Business Registry, which anyone can search for basic information about a business.
The registries accept filings through intermediaries. Ontario names lawyers, accountants, filing and search businesses and licensed service provider organisations as possible filers in its business registry, and Alberta takes incorporations only through registry agents or authorised service providers. An agent prepares the articles and notices, clears the name and files them. It does not replace the resident Canadian director a federal corporation needs, unless a resident person genuinely takes the seat.
Yes, two separate things. The registry expects an annual return each year; a federal corporation that misses its annual returns shows as overdue, cannot obtain a certificate of compliance and can be dissolved after a final notice. The Canada Revenue Agency expects a T2 return for every tax year from every corporation, inactive ones included, within six months of the year end.
Planning a Canadian corporation? Tell us where it will operate and who will sit on the board, and ask us what a federal or provincial incorporation would need, through our contact page, or by Telegram or WhatsApp on +48 663 247 166.