By David Rose, Barrister & Solicitor — Astor Nobel Law (Toronto, Ontario)
Updated: October 2026 | Reading Time: 7 minutes
Direct Contact: david.rose@roselawfirm.ca | (416) 519-2543 | 170 Chiltern Hill Rd, Toronto, ON
Fixed-Fee Menu & Intake: https://www.astornobel.com/fixed-fee-incorporation-contract-review
Direct Answer (TL;DR for Ontario Founders)
Filing Articles of Incorporation directly through the Ontario Business Registry (OBR) costs $300 in government filing fees (plus a NUANS name search fee if you choose a named corporation). However, the OBR only issues bare Articles of Incorporation using default one-class share wording. It does not create a corporate Minute Book, corporate by-laws, initial director or shareholder resolutions, share subscriptions, share certificates, or the mandatory registers required under the Ontario Business Corporations Act (OBCA).
For founders who want their corporation properly organized from day one—and coordinated with their Chartered Professional Accountant (CPA)—Astor Nobel Law offers two transparent fixed-fee Ontario incorporation packages reviewed personally by Toronto business lawyer David Rose, Barrister & Solicitor (over 25 years of experience):
- Essential Ontario Incorporation — $999 flat (+ government filing disbursements & HST)
- Founder Plus Incorporation — $1,499 flat (+ government filing disbursements & HST)
Side-by-Side Comparison: DIY Ontario Business Registry vs. Online Ticket Services vs. Fixed-Fee Business Lawyer
| Feature / Legal Deliverable | DIY Ontario Business Registry (OBR) | Non-Lawyer Online Filing Portals | Astor Nobel Law — Essential ($999 + disbursements & HST) | Astor Nobel Law — Founder Plus ($1,499 + disbursements & HST) |
|---|---|---|---|---|
| Government Filing Fee (Ontario OBCA) | $300 paid directly to Ministry | $300 + portal markup | Passed through at cost ($300 + NUANS if named) | Passed through at cost ($300 + NUANS if named) |
| NUANS Name Search & Distinctiveness Review | Self-run; no legal review of name conflicts | Automated search only | Included (for named corporations) | Included (for named corporations) |
| Custom Share Structure (Voting, Non-Voting, Preferred) | Default pre-filled single class unless you draft custom schedules yourself | Unreviewed form templates | Standard multi-class share structure (Common + Special/Preferred) | Custom multi-class structure coordinated with your CPA |
| Corporate By-Law No. 1 (OBCA Compliant) | Not included | Generic unreviewed template | Included & tailored | Included & tailored |
| Initial Director & Shareholder Organization Resolutions | Not included | Generic unreviewed template | Included (officers, bank, year-end, audit exemption) | Included (officers, bank, year-end, audit exemption) |
| Share Subscriptions, Ledgers & Share Certificates | Not included (no shares are legally issued by filing Articles alone) | Often incomplete or unissued | Included (up to 2 founders) | Included (multi-founder + custom classes) |
| Mandatory OBCA Registers (Directors, Officers, Securities, Real Estate) | Not included | Partial | Included in Digital Minute Book | Included in Digital Minute Book |
| Ontario Initial Return (Form 1) Filing | Must file separately within 60 days | Varies by tier | Included | Included |
| Founder / Shareholder Term Sheet or IP Assignment & Confidentiality Agreement | Not included | Not included | Available as add-on | Included |
| CPA Coordination & CRA / HST Registration Checklist | None | None | PDF Minute Book sent directly to your CPA | Direct CPA share-structure coordination + CRA/HST checklist |
| Direct Review & Advice from a Licensed Ontario Lawyer | None | Prohibited (not a law firm) | 20-minute lawyer call with David Rose | 20-minute lawyer call with David Rose |
Why a $300 Government Receipt Is Not a Complete Corporation
Every week, Ontario founders incorporate online through the Ontario Business Registry, receive their Certificate and Articles of Incorporation by email, and assume their corporation is finished. Months—or years—later, they sit down with a commercial bank to open a business account, apply for a line of credit, bring on a co-founder, or undergo a CRA audit, and the banker or accountant asks:
"Can you send over your Minute Book, your issued share certificates, and your director and shareholder resolutions?"
Here is what filing bare Articles of Incorporation on the government portal actually leaves out:
1. Filing Articles Does Not Issue Any Shares
Articles of Incorporation are the constitution of the company—they create the legal shell and state what classes of shares the corporation is authorized to issue. However, merely filing Articles does not make you a shareholder. Under the Ontario Business Corporations Act (OBCA), a corporation has no shareholders until:
- The initial directors pass a resolution accepting a written Share Subscription;
- The subscriber pays lawful consideration (even a nominal amount such as $1.00 or $10.00 per share) into the corporation;
- The corporation issues a Share Certificate (or written notice of uncertificated shares); and
- The issuance is recorded in the Securities Register and Shareholders Ledger.
Without those post-incorporation steps, no shares have been validly issued—which creates immediate headaches when your accountant prepares your first T2 Corporate Income Tax Return (Schedule 50 — Shareholder Information) or when you try to pay yourself dividends.
2. Default Portal Share Structures Often Require a Costly $150+ Amendment Later
When you click the default share structure option on a government portal, the system typically inserts a single class of common shares. If your business grows and you later want to:
- Add a spouse or family trust as a non-voting dividend-sprinkling shareholder (where permitted under the Income Tax Act Tax on Split Income / TOSI rules);
- Issue non-voting shares to a key employee or contractor without giving them voting control over the board;
- Execute a Section 85 tax-deferred rollover with your CPA to transfer sole-proprietorship assets into the corporation using fixed-value redeemable, retractable preferred shares; or
- Separate voting control from equity growth;
a single-class share structure cannot do it. Fixing that later requires drafting Articles of Amendment, passing special shareholder resolutions, and paying an additional $150 government amendment fee plus legal fees. Setting up a flexible multi-class share structure (Voting Common, Non-Voting Common, and Redeemable/Retractable Preferred Shares) on day one costs nothing extra in government filing fees when done properly at incorporation.
3. Mandatory Corporate Records Under Sections 139–141 of the OBCA
The OBCA legally requires every Ontario corporation to prepare and maintain corporate records at its registered office (or another designated place in Ontario), including:
- Copy of the Articles and Corporate By-Laws;
- Minutes of meetings and resolutions of shareholders and directors;
- A Register of Directors and Register of Officers (recording exact start and end dates and addresses for service);
- A Securities Register showing every share issued, transferred, or cancelled; and
- A Register of Ownership Interests in Land in Ontario (identifying any Ontario real property owned by the corporation).
When you apply for commercial financing, lease retail or office space, sell your business, or respond to a CRA review of shareholder loans and dividends, those records are the first documents requested.
4. Annual Audit Exemption Consents
Under the OBCA, even a privately held, one-person corporation is technically required to appoint an independent auditor each year unless all shareholders consent in writing to be exempt from the audit requirement for that financial year. A proper initial organization package includes the written audit-exemption resolution so you are not surprised by an unnecessary audit obligation.
How Astor Nobel Law Coordinates Directly With Your CPA or Bookkeeper
A business lawyer and a CPA do two complementary halves of an incorporation:
- Your CPA or Tax Advisor advises on whether to incorporate now, which fiscal year-end fits your revenue cycle, how to balance salary versus dividends, and whether you need a Section 85 rollover or holding company (Holdco / Opco) structure.
- Astor Nobel Law turns that structure into binding OBCA corporate documents: drafting the share rights and restrictions in the Articles, preparing By-Law No. 1, issuing the exact share classes and quantities your CPA recommends, filing the Ontario Initial Return, and delivering a clean, indexed PDF Digital Minute Book directly to both you and your accountant so their T2 tax file is complete from day one.
If you do not yet have an accountant, we walk you through the standard Ontario share structure options during your 20-minute lawyer review call and provide our CRA Business Number, Corporate Tax, and HST Registration Checklist so nothing falls through the cracks.
What Is Included in Astor Nobel Law's Fixed-Fee Incorporation Packages
Every incorporation at Astor Nobel Law is handled under a written Limited-Scope Retainer (LSO Rule 3.2-1A) and reviewed personally by David Rose, Barrister & Solicitor (over 25 years of Ontario corporate and commercial experience).
1. Essential Ontario Incorporation — $999 Flat (+ Government Filing Disbursements & HST)
Designed for solo founders, consultants, professionals (non-professional corporations), and straightforward 1–2 shareholder Ontario businesses:
- Ontario NUANS Name Search & Availability Check (for named corporations; numbered corporations require no NUANS search)
- Custom OBCA Articles of Incorporation (with flexible multi-class share structure—Voting Common, Non-Voting Common, and Class A Preferred—so you don't pay to amend your Articles later)
- Corporate By-Law No. 1 (governing banking, borrowing, director meetings, and execution of contracts)
- Initial Director & Shareholder Organization Resolutions (electing directors, appointing officers, fixing the fiscal year-end, consenting to the annual audit exemption, and approving banking arrangements)
- Share Subscriptions, Share Certificates & Ledgers (validly issuing initial shares and recording consideration)
- Complete Digital Minute Book (PDF) including all mandatory OBCA Registers (Directors, Officers, Shareholders/Securities, and Ontario Land Ownership Register)
- Ontario Initial Return (Form 1) filed with the Ministry
- Direct CPA Copy: With your permission, we email a complete PDF copy of the Minute Book and Share Register directly to your accountant or bookkeeper
- 20-Minute Lawyer Call with David Rose to walk through your share structure, director liability basics, and signing steps
2. Founder Plus Incorporation — $1,499 Flat (+ Government Filing Disbursements & HST)
Designed for co-founders, software/IP startups, and operating businesses that need an initial commercial agreement or founder governance document alongside their incorporation:
- Everything in the Essential Ontario Incorporation Package ($999 tier), plus:
- Custom Multi-Class Share Structure Coordination with your CPA, AND your choice of one (1) of the following founder legal documents:
- Option A — Founder & Shareholder Term Sheet / Initial Governance Memo: Documenting equity splits, vesting expectations, decision-making thresholds, buy-sell triggers, and roles before you commit to a full Unanimous Shareholder Agreement; OR
- Option B — Founder / Contractor Intellectual Property (IP) Assignment & Confidentiality Agreement: Ensuring that code, brand assets, domain names, and customer lists created before or during launch are legally owned by the new Ontario corporation—not held personally by an individual founder or developer;
- CRA Business Number, Corporate Income Tax (T2), Payroll & HST Account Checklist.
Note on Disbursements & Taxes: Government filing fees are passed through at cost without markup (currently $300 for online Ontario OBCA Articles of Incorporation; plus ~$60–$75 if a NUANS name search report is ordered for a named corporation). HST (13%) applies to legal fees and taxable disbursements.
Frequently Asked Questions (Ontario Incorporation)
Should I incorporate in Ontario (OBCA) or federally (CBCA)?
For most small and medium-sized businesses operating primarily in Ontario, incorporating provincially under the Ontario Business Corporations Act (OBCA) is simpler because it avoids dealing with two separate corporate registries (Corporations Canada plus the Ontario Business Registry for extra-provincial registration) and avoids the federal annual filing fee. A federal CBCA incorporation can make sense if you immediately operate across multiple provinces or want federal name examination across Canada. During our intake review, we confirm which jurisdiction fits your plans.
How fast can my Ontario corporation be set up?
Once our Ontario conflict check is cleared and your written Limited-Scope Retainer is signed, bare Articles can be filed within 1–2 business days, and your complete Digital Minute Book, resolutions, and share certificates are typically ready for electronic signature within 48 to 72 business hours.
Can I incorporate a numbered company now and add an operating name later?
Yes. An Ontario numbered corporation (e.g., 1001234567 Ontario Inc.) has the exact same legal status, limited liability, and tax treatment as a named corporation. You can incorporate a numbered company immediately without waiting for a NUANS name search, and register one or more Master Business Licences (business/trade names) underneath the corporation whenever your branding is ready.
How do I get started?
Visit https://www.astornobel.com/fixed-fee-incorporation-contract-review, email David Rose, Barrister & Solicitor at david.rose@roselawfirm.ca, or call (416) 519-2543 with the word "Incorporation" in the subject line. We will run a same-day Ontario conflict check, send a clear 1-page written Limited-Scope Retainer confirming your exact flat fee ($999 or $1,499 + government filing disbursements & HST), and get your corporation and Minute Book organized properly.
Disclaimer: Legal information only, not legal advice. Reading this guide or contacting Astor Nobel Law by email, phone, or intake form does not create a lawyer-client relationship. Legal services are provided by David Rose, Barrister & Solicitor (licensed by the Law Society of Ontario), only after an Ontario conflict-of-interest check is completed and a written Limited-Scope Retainer Agreement is signed by both parties.