How do you register a company in Canada.

This guide covers an Ontario business corporation owned by one foreign company, with its registered office in Toronto. It is a common choice for a group whose first Canadian staff are in Ontario. Teamed forms these companies through GEMO, its Global Entity & Employment Operations service. The filing is online and quick. The bank account and the payroll registrations are what need planning.

For staff in Ontario, an Ontario corporation is usually the simpler choice, because it has no residency rule for its directors. Ontario removed that rule in 2021, so a board made up entirely of people at the parent company is allowed. It is the route this guide covers.

The other door is a federal corporation, formed under the Canada Business Corporations Act. It protects its name across the country, but it still needs a set share of its directors to be resident Canadians, and it still registers in each province where it works.

If people will also work in another province, the company registers there as well. That is a filing, not a second company.

Start with the name, because Ontario will not file articles for a named company without a recent NUANS report. NUANS is the federal name database, and an Ontario-biased search report has to come from a private search house, which sets its own price. The report lists existing names and trademarks that look or sound similar. Ontario does not check names for you, so judging whether yours is too close is your call. If you do not need a name yet, a numbered company, where the registry assigns a number as the name, needs no report at all.

Then decide the details the articles ask for: the registered office address in Ontario, the first directors, and the classes of shares the company may issue. Because the shareholder is a company abroad, whoever files for you will usually ask for proof that the parent exists and that the person signing may act for it.

Share capital is not a hurdle. The Business Corporations Act sets no minimum, and each share simply has to be paid for in full before it is issued.

Ontario's own charge is small. Its fee table puts the filing of articles of incorporation at CAD 300, online or by mail. The NUANS report for a named company comes on top, at whatever the search house charges, and the Canada Revenue Agency issues the Business Number automatically, free.

The Business Corporations Act sets no minimum share capital anywhere in its text.

No government page says there is no minimum in so many words, so this reading is ours from the act, and we are waiting on direct confirmation from the Ontario Business Registry before we treat it as settled.

Profit is taxed at 26.5%, the federal and Ontario general rates added together. Canada's much lower small business rates are only for Canadian-controlled private corporations, and a company owned by a foreign parent is not one, so it pays the general rate from the start.

The filing is the fast part. Ontario lists an online incorporation as immediate once the articles, the NUANS report and the fee are in. What sets the pace is everything after it: the payroll account and, above all, the bank.

Setting up your own entity takes anywhere from a few weeks to several months, depending on the country's registry and how fast you can open a local bank account. Ontario's registry is about as quick as they come. Opening the payroll account online needs a person with a Canadian social insurance number or an accountant authorised to act for the company. A board based abroad may have neither, and the phone or paper route takes longer.

The company files an initial return with Ontario soon after incorporating, with no fee. The Canada Revenue Agency issues its Business Number automatically, and the company then opens a payroll account under it, which has to exist before your first payroll deductions are sent in. Because the owner is not Canadian, the company also files a free notification under the Investment Canada Act once it starts doing business. For most businesses it is a notice, not an approval.

In an industry that Ontario's workplace insurer covers by law, the company registers with the WSIB within 10 days of hiring its first employee. Some activities are optional for cover, so check where yours sits before the first hire.

Sales tax registration, for GST and HST, follows once sales pass the small-supplier threshold, or earlier if you choose. Staff from abroad on an employer-specific work permit need a new permit naming your company before they can work for it.

The first is the board. Directors of an Ontario corporation carry personal duties, and they can be personally liable for payroll deductions the company fails to take or send in, for unpaid GST and HST, and for unpaid wages. Ontario dropped the residency rule, not the responsibility.

The second is the calendar. Every year the company files an annual return with Ontario and a corporate tax return with the Canada Revenue Agency, and payroll deductions go in through the year. The guide to running a company in Canada sets out what falls due.

There are four realistic routes, and they suit different companies.

You can file the articles yourself through the Ontario Business Registry. It suits a founder who lives in Ontario, has no staff yet and is comfortable ordering a NUANS report and writing the articles.

An online incorporation service is the quick, low-cost route for a company with no employees. Most will order the name search, file the articles and set up the minute book.

A law firm suits complex group structures, several provinces at once, or tax planning across borders.

For companies that will employ people in Canada, Teamed is the best choice. Teamed gives you a designated person who has done this before, 24/5 human support with a first response within 15 minutes, and real HR and legal experts you can reach when it matters. Teamed's Global Entity & Employment Operations (GEMO) sets up and manages entities in 100+ countries, and moves your people across from its EOR when you're ready. Teamed already owns an entity in Canada.

If you are a founder on your own with nobody to employ yet, an online incorporation service will cost you less, and we would tell you so.