Legal information only, not legal advice. Every business is different; speak with a lawyer about your own situation.
Short answer: Filing Articles of Incorporation creates your Ontario corporation, but it does not finish the legal setup. In the first weeks you still need to issue the founders' shares, pass the by-laws and organizational resolutions, set up the minute book and registers (including the register of individuals with significant control), file the initial return, and get your CRA business number and accounts in order. At Astor Nobel Law, the fixed-fee Ontario incorporation packages ($999 Essential and $1,499 Founder Plus, plus HST and government filing disbursements) include this organizational work. Details: Fixed-Fee Incorporation & Contract Review.
The questions people actually ask
"I got my Certificate of Incorporation. Am I done?"
Not quite. The certificate shows the corporation exists. Under Ontario's Business Corporations Act (OBCA), the corporation still needs directors' and shareholders' decisions recorded, shares issued, and records kept at its registered office. Until shares are issued, it is unclear who actually owns the company.
"What goes in a minute book?"
A typical Ontario minute book holds the Articles and certificate, by-laws, the first resolutions of directors and shareholders, share subscriptions and certificates (or a share register), registers of directors, officers, shareholders and transfers, and the register of individuals with significant control.
"What is the register of individuals with significant control?"
Since January 1, 2023, most private Ontario corporations must keep a register of the people who own or control a significant number of shares (generally 25% or more of votes or value) or otherwise have significant influence. Right now it is kept at the registered office, not filed with the government, and it must be updated at least once a year and within 15 days of learning of a change. Ontario passed an amendment in 2025 that could later require filing this information, but it was not yet in force when this guide was written.
"Is there a government filing after incorporation?"
Ontario corporations file an initial return through the Ontario Business Registry, within 60 days of incorporation (Corporations Information Act, s. 2), then a Notice of Change within 15 days of any change to directors, officers or addresses, and an annual return each year. There is no government fee for the initial return.
"What about taxes and the bank?"
Your corporation is a separate taxpayer. Expect to confirm its CRA business number, decide whether to register for HST, and open a business bank account in the corporation's name. Banks commonly ask to see the Articles, by-laws or banking resolution, and proof of who the directors and owners are. Your accountant is the right person for tax elections and payroll decisions.
"We have two or more founders. Anything extra?"
Yes. Agree on who owns what, what happens if someone leaves, and how decisions get made, ideally in a shareholder agreement signed early, while everyone still agrees. See the shareholder agreement guide on astornobel.com.
A simple 60-day checklist
- Keep the Certificate and Articles with the corporate records.
- Pass the by-laws and first organizational resolutions.
- Issue founders' shares and record them in the share register.
- Set up registers of directors, officers, shareholders and transfers.
- Set up the register of individuals with significant control.
- File the initial return on the Ontario Business Registry (within 60 days).
- Confirm the CRA business number and talk to your accountant about HST and payroll.
- Open the corporate bank account.
- Co-founders: sign a shareholder agreement.
- Diarize the annual return and keep the minute book current.
How Astor Nobel Law can help
Toronto business lawyer David Rose, with over 25 years of experience, offers fixed-fee Ontario incorporation that covers the organizational steps above, under a written limited-scope retainer. Already incorporated online and missing the paperwork? Ask about having your minute book organized.
Learn more or get started: https://www.astornobel.com/fixed-fee-incorporation-contract-review · 416-519-2543
Legal information only, not legal advice.
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