- →
-
Contact Form
-
An off the shelf company in Canada, also sold as a shelf corporation, an aged corporation or a ready made company, is a corporation that was incorporated federally or in a province, issued its first shares to the person or company that formed it and has never carried on business. Buying one is a share purchase followed by a change of board. The corporation keeps its name or number, its date of incorporation, its business number and everything already on its public file.
A shelf corporation does not stand still while it waits for a buyer. A federal one must file an annual return with Corporations Canada within 60 days after each anniversary of its incorporation, and every corporation, inactive ones included, must file a T2 income tax return for every tax year. A well-kept shelf corporation therefore comes with a run of annual returns and nil tax returns. One that skipped them may show as overdue in the federal search, cannot obtain a certificate of compliance and risks administrative dissolution, which is why the filing record is the first thing to look at. Registering a new corporation instead is explained on our page on company formation in Canada.
The one thing a shelf corporation has that a new one cannot have is its age. The date of incorporation is printed on the certificate and shown in Corporations Canada’s search, and documents already filed are never removed from the record, so nobody can improve the date after the event. Buyers want it when a counterparty, a landlord or a tender asks how long the company has existed. Some Canadian banks also ask a corporation in business for 12 months or more for an extra document, such as a certificate of status or compliance, an annual government filing, a corporate profile report or the latest notice of assessment, which an aged corporation can supply and a new one cannot.
The rest is easy to oversell:
Buying a shelf corporation does not change the statute it was formed under, and that statute decides who may sit on the board. A federal shelf corporation needs at least 25% resident Canadian directors, and at least one if the board has fewer than four, because section 105(3) of the Canada Business Corporations Act remains in force; it was not repealed in 2025. A buyer with no Canadian director should therefore look at an Ontario, British Columbia or Alberta corporation, whose whole board may live abroad. Shareholders can live anywhere in every case.
The province of the registered office is fixed by the articles. A federal corporation can move its office within that province by notice, but moving to another province takes articles of amendment. Whatever the statute, the corporation registers in each other province where it will carry on business; an Ontario Initial Return, for instance, is due within 60 days after the corporation starts business there.
| What to check | Where | What a clean shelf corporation shows |
|---|---|---|
| Governing act, status and date | Corporations Canada’s search, by name, corporation number or business number, or the provincial registry | Active status, the act you expected and the incorporation date the seller quotes |
| Annual filings | The same search | Annual returns filed for each year, nothing overdue |
| Directors and ISCs | Public record and the minute book | Only the seller’s people, ready to resign and be replaced |
| Minute book | Supplied by the seller | Articles, by-laws, resolutions, share certificates, securities register and ISC register in order |
| Tax file | Supplied by the seller | T2 returns for every year and the matching notices of assessment, with nothing owing |
| Accounts and obligations | Written statement from the seller | No assets, employees or contracts, and a clear answer on whether a bank account exists and where |
A share sale in a Canadian corporation needs no notary and no approval from the registry, and the new shareholder is not reported to Corporations Canada at all: its guidance says plainly that it need not be told when someone becomes or ceases to be a shareholder. What has to be filed are the consequences of the sale.
| Step | What happens | Deadline |
|---|---|---|
| 1. Approve the transfer | Most small corporations restrict share transfers in their articles, often to transfers the directors approve, so the board passes that resolution | Before the transfer is registered |
| 2. Transfer and register the shares | The seller transfers the shares and the corporation records the date and particulars in its securities register, which is complete and valid registration, and issues a certificate to you | No filing with the registry |
| 3. Update the ISC register | The seller ceases to be, and you become, an individual with significant control | Register updated within 15 days of learning of the change; filed with Corporations Canada within 15 days of recording it |
| 4. Change the board | Your directors are elected or appointed and the seller’s resign; a federal board must still be 25% resident Canadian | Notified to Corporations Canada within 15 days |
| 5. Office and name | Move the office within the province by notice, or amend the articles to move it elsewhere or to adopt a new name by special resolution | Office change notified within 15 days |
| 6. Provincial records | Where the corporation is registered in Ontario, a Notice of Change updates the Ontario record | Within 15 days of the change |
| 7. Short tax year | Acquiring control is a loss restriction event, so the tax year ends immediately before the purchase and a new one begins | T2 for the short year within six months of its end |
Step 7 surprises most buyers. Under sections 251.2(2) and 249(4) of the Income Tax Act the corporation’s taxation year is deemed to end immediately before control is acquired, so the period under the seller needs its own return. A buyer who is not Canadian should also know the Investment Canada Act, which requires notice, before or within 30 days after the investment, when a non-Canadian acquires control of a Canadian business or establishes a new one. The Act defines a Canadian business as one with a place of business, people working in it and assets in Canada. A never-traded corporation has none of the three, so the question usually arises with the business you go on to build through it; have it checked when you plan the investment.
Ask the seller whether the corporation holds a bank account. If it does, the account belongs to the corporation and stays with it through the share sale, but the bank will look again at the new owners. Canadian banks must obtain and confirm the names of all directors and of everyone who owns or controls 25% or more of the shares, and since 1 October 2025 they must consult Corporations Canada’s ISC database for federal corporations they assess as high risk and report a material discrepancy within 30 days. A bank may keep the account, ask for more information or close it, so the ISC filing should be current before you approach it. If there is no account, one is opened after the transfer by a bank or payment provider that accepts you. The signing officers matter as much as the paperwork: Scotiabank sends non-residents to a branch representative, and RBC’s online channel accepts only Canadian identification. Provider rules are compared on our page on bank accounts for Canadian companies.
We can supply a ready-made federal or provincial corporation or, where a new one fits better, form one; we prepare the transfer resolutions, the share and ISC records and the registry filings, help prepare the bank application and, where we have a working contact at a suitable bank, introduce you, with the bank alone deciding. If a federal corporation you buy would be left without the resident Canadian directors its board needs, we can find a qualifying resident Canadian to join it; Canada requires no licence for this, but that director is bound by section 122 of the CBCA like every other, and you are entered in the corporation’s ISC register, whose federal filing is partly public. The wider case for buying an older company is in our guide to aged shelf companies, and country background is on our Canada page.
Yes. Shareholders need not be Canadian or live in Canada, so the whole share capital can be held from abroad. The board is the constraint: a federal corporation must keep at least 25% resident Canadian directors, and at least one where there are fewer than four, while an Ontario, British Columbia or Alberta corporation can have a board that lives entirely outside Canada. Choose the governing act first and the corporation second.
A business number, usually yes: the Canada Revenue Agency assigns one automatically on incorporation federally and in most provinces, and it remains the corporation’s number after the sale. A GST/HST account is different. Registration becomes mandatory only once taxable supplies pass the CAD 30,000 small supplier threshold, so a never-traded corporation has one only if it was registered voluntarily. Ask the seller, and register when your own activity requires it.
No. The incorporation date is fixed on the certificate and in the public database, and Corporations Canada does not remove documents from a corporation’s record when new ones are filed. A shelf corporation’s T2 returns and notices of assessment show no activity, because there was none. A company with real trading history is an operating business, and buying it calls for due diligence on its accounts, tax, contracts and liabilities rather than a shelf purchase.
Not the share transfer itself: shareholders are recorded in the corporation’s own securities register, not at the registry. Its consequences must be filed, though. The change in individuals with significant control goes to Corporations Canada within 15 days of being recorded in the ISC register, and new or departing directors within 15 days of the change. A provincial registration, such as one in Ontario, needs its own notice of change.
Usually not by much. An online federal incorporation has a published service standard of one business day, and the transfer of an existing corporation also takes resolutions, a securities register entry and filings within 15 days. The reasons to buy are the date of incorporation and the filing history that comes with it, which matter to some counterparties and banks. If they do not matter to you, incorporate a new corporation instead.
No. Tax depends on who controls the corporation and where it earns its income, not on its age. A corporation controlled by non-residents is not a Canadian-controlled private corporation, so it pays the general combined federal and provincial rate, 26.5% in Ontario and 27% in British Columbia, rather than the small business rate. Acquiring control also ends the corporation’s tax year immediately before the purchase, which adds a short-year T2 return.
Looking for a shelf corporation in Canada? Ask us which federal and provincial corporations are available now, with their incorporation dates and governing acts, through our contact page, or by Telegram or WhatsApp on +48 663 247 166.