You incorporated.
Now what?

By Jonathan Kleiman, Barrister & Solicitor · Published June 2026

A question I get almost every week goes something like this: “I just incorporated online over the weekend — what do I do now?” It is a great question, and the honest answer surprises people. Getting your certificate of incorporation feels like the finish line. It is actually closer to the starting line. The certificate proves the company legally exists; it does not make the company organized, owned, banked, registered for tax, or ready to do business.

If you have already worked through how to incorporate a business in Ontario, this article picks up where that one leaves off. That guide is about the process of incorporating — choosing federal or provincial, naming, share structure, filing. This one is about what comes after you click submit: the work that turns a piece of paper into a real, functioning corporation you can actually run, bank, and one day sell.

I will walk through it in roughly the order it should happen — organizing the company, building the minute book, the Initial Return, your CRA accounts, banking, whether you need a shareholders’ agreement, and the ongoing filings — and I will finish with a plain “first 30 to 60 days” checklist you can actually follow.

Incorporating is the start, not the finish

Here is the thing that trips people up. When you file articles of incorporation, the government creates a new legal entity and gives it a name and a number. That is all it does. It does not appoint anyone to run the company, it does not give anyone ownership, it does not pass any by-laws, and it does not open a single account anywhere. All of that is on you — and it is collectively called organizing the corporation.

I think of incorporation as building the shell, and organization as fitting it out so it can actually operate. A shell with no organization is legally incomplete. It will sit there looking fine for months or years — right up until a bank, a lender, the CRA, or a buyer asks to see the inside, and the inside is empty. That is when the bills start.

Step one: organize the corporation

The first substantive thing that happens after incorporating is the organizational meeting — in practice almost always handled by a set of written resolutions rather than an actual meeting. This is where the first directors and the first shareholders make the foundational decisions that bring the company to life. The standard organizing steps are:

• Pass the general by-law — the rulebook for how the corporation runs its meetings, votes, and internal affairs.
• Appoint the officers — president, secretary, treasurer, and any others — who handle day-to-day management.
• Issue shares to the shareholders and record them, so that someone actually owns the company.
• Authorize banking — a resolution naming who can open accounts and sign on the company’s behalf.
• Appoint or waive an auditor — most small private corporations waive the audit by unanimous resolution.

None of this is exotic, but all of it matters, and the order and wording have legal consequences. When a client calls me the day after incorporating, this is the conversation we have first — because everything else (the bank, the CRA, the eventual sale) assumes the organization was done.

Do I actually own the company just because I incorporated it?

Not yet. This catches a lot of founders off guard. Filing articles does not make you a shareholder; you become an owner only when shares are formally issued to you, paid for, and recorded in the share register with a share certificate. Until that happens, the company has no owners at all — which is exactly why issuing shares is a core part of the organization and not an optional extra.

Build your minute book and corporate records

Every corporation in Ontario is required by law to keep corporate records, and the place those records live is the minute book. It can be a physical binder or a digital equivalent, but it must exist and it must be kept current. A proper minute book holds:

• Your articles of incorporation and the certificate.
• The by-laws and every resolution the company passes.
• The registers of directors, officers, and shareholders.
• The share certificates and the securities (share transfer) register.

I’ll be honest with you: the minute book is the single most neglected piece of running a small corporation, and the single most scrutinized piece when the company is sold or financed. A buyer’s lawyer will go through it page by page. If it is incomplete — missing resolutions, no record of who owns what, gaps in the registers — the deal slows down while someone (often me) reconstructs years of missing paperwork, sometimes at considerable cost. We go deeper on this in our companion guide on the minute book for an Ontario corporation. If your records have already drifted, a corporate maintenance lawyer can build or rebuild the book so the company is properly documented.

File your Initial Return

Here is a deadline a lot of new corporations miss because nobody tells them about it. An Ontario (OBCA) corporation has to file an Initial Return within 60 days of incorporation, under the Corporations Information Act, through the Ontario Business Registry. The Initial Return records who your directors and officers are and where your registered office is — the public-facing “who’s in charge” information.

After that, whenever any of that information changes — a director resigns, you move your registered office, you appoint a new officer — you have to file a notice of change, generally within 15 days of the change. Keeping this current is not glamorous, but it is the law, and it is the kind of small obligation that quietly piles up if you ignore it.

One point I want to flag clearly, because the confusion is constant: the Initial Return and the annual return are about your corporate information. They are completely separate from your corporate income tax return (the T2). Different filings, different purposes, different authorities. More on that below.

Get a CRA business number and the accounts you need

With the company organized, the next thing that happens is registering with the Canada Revenue Agency. You get a Business Number (BN) — the nine-digit identifier the CRA uses for your corporation — and then open the specific program accounts your business actually needs. The common ones:

• Corporate income tax (the T2). Every corporation must file a T2 return every single year, even if it earned nothing and owes no tax. A dormant company with zero revenue still files. This is the one people forget when they think the company is “not really doing anything yet.”
• HST/GST. You must register once your taxable revenue passes the $30,000 small-supplier threshold. Below that, registering is optional — though many new corporations register voluntarily to recover the HST on their startup costs.
• Payroll. If you have employees — or you plan to pay yourself a salary — you need a payroll account to remit source deductions (income tax, CPP, EI).

You do not necessarily need all of these on day one. A brand-new company with no revenue and no employees might open only the corporate income tax account at first and add HST and payroll as it grows. The point is to set up what you need deliberately, rather than discovering a missing registration when a remittance is already overdue. The official CRA business number page walks through the mechanics.

Do I have to file a T2 even if my company made no money?

Yes — and this surprises people every year. The T2 corporate return is mandatory annually for the life of the corporation, regardless of whether it had any activity, revenue, or tax owing. “We didn’t do anything this year” is not a reason to skip it; it is a reason to file a nil return. Missing T2 filings is one of the most common ways a perfectly good little corporation ends up with penalties and a stressed-out owner.

Open a separate corporate bank account

A corporation is a separate legal person from you. That is the whole point of incorporating — and it has a practical consequence people underestimate: the company’s money is not your money, and your money is not the company’s. So you open a dedicated corporate bank account and run everything — income, expenses, the works — through it.

Do not mix personal and corporate funds. Paying your home mortgage out of the company account, or floating a business expense on your personal card and never reconciling it, blurs exactly the line that limited liability depends on. It also makes your accountant’s job harder (and your accounting bill bigger), and it can create tax problems. When you go to open the account, the bank will typically want to see your articles of incorporation and a banking resolution from your minute book — which is one more reason the organization has to be done first. Clean separation from day one is one of the easiest good habits to build and one of the most painful to retrofit.

Do you need a shareholders’ agreement?

This one depends entirely on how many owners you have. If you are the sole shareholder, you generally do not need a shareholders’ agreement — there is no one on the other side of the agreement to deal with.

The moment there is more than one shareholder, though, a shareholders’ agreement becomes strongly advisable. It sets out how decisions get made, how and when shares can be sold, what happens if an owner wants to leave, becomes disabled, or dies, how the business is valued, and how disputes are resolved. Without one, you fall back on statutory defaults that may be nothing like what you and your co-owners would have chosen. Let me give you a real example: two friends incorporate a business 50/50, never sign anything, and three years later one wants out and the other can’t agree on a price. With an agreement, there is a mechanism. Without one, there is a fight. Put it in place early, while everyone is still getting along.

Ongoing obligations: keeping the company in good standing

A corporation is not “set it and forget it.” Once it is up and running, a handful of recurring obligations keep it in good standing:

• The annual return. This keeps your corporate information current. An Ontario corporation files its annual return through the Ontario Business Registry; a federal corporation files with Corporations Canada within 60 days of its anniversary date. Again — this is not the same thing as the T2 tax return.
• The corporate tax return (T2). Filed with the CRA every year, with or without activity.
• HST and payroll filings if you are registered for them.
• Keeping the minute book current. Every time directors, officers, or shareholders change, or the company declares dividends or passes a significant resolution, it should be reflected in the records.

Whether you incorporated federally or provincially changes some of these details — particularly the annual return mechanics — so if you are weighing the two, our guide on federal vs. Ontario incorporation is worth a read. None of this is hard once you have a rhythm; the danger is drifting, missing filings, and quietly falling out of good standing without realizing it.

Directors and officers: who actually runs the company now

One thing the organization quietly settles is who holds which role — and a lot of first-time founders are fuzzy on the distinction, so let me clear it up. The directors are elected by the shareholders and are responsible for supervising the management of the corporation; they make the big-picture decisions and owe legal duties to the company. The officers — president, secretary, treasurer, and so on — are appointed by the directors to handle the actual day-to-day running of the business.

In a small company, the same person frequently wears all three hats: sole shareholder, sole director, and the officers too. That is completely normal and perfectly legal. But the roles still have to be formally filled during the organization, because they are not automatic and because outsiders — banks, the CRA, contracting parties — rely on knowing who has authority to act for the company. A contract signed by someone with no recorded authority can become a problem; a contract signed by a properly appointed officer is clean.

It is also worth knowing, while we’re here, that being a director carries some personal exposure the corporate shield does not cover — most notably unpaid employee wages and vacation pay up to limits, and unremitted source deductions and HST owed to the CRA. So once you set up that payroll account and start remitting, remember that those remittances are one of the areas where a director can be on the hook personally if the company falls behind. It’s a reason to stay current, not a reason to panic.

Build a simple system so nothing slips

The single biggest predictor of whether a new corporation stays in good standing isn’t how it was incorporated — it’s whether the owner built a basic system in the first couple of months. You don’t need anything fancy. You need three things working together.

• A calendar of deadlines. Put your Initial Return date, your annual return date, your T2 due date, and any HST or payroll remittance dates into whatever calendar you actually look at. Most missed filings I see are not the result of someone deciding to skip a filing — they simply forgot it existed.
• A home for the minute book. Whether physical or digital, decide where it lives and update it whenever something changes. A resolution you pass and then lose is barely better than one you never passed.
• An accountant who knows the company exists. Get your bookkeeping and your T2 onto someone’s radar early, so the corporate tax return isn’t a panicked scramble months after it was due.

Set this up once, in the beginning, and the ongoing maintenance of a small corporation becomes genuinely light — an hour here and there, a return or two a year. Skip it, and the same obligations turn into a stressful, expensive cleanup down the line. The work is identical; only the timing and the cost change.

Federal vs. Ontario: a few things that differ after incorporating

Most of what I’ve described applies whether you incorporated under Ontario’s Business Corporations Act or federally under the Canada Business Corporations Act — you still organize the company, build a minute book, issue shares, get a business number, and file a T2. But a few post-incorporation steps differ depending on which route you took, and it’s worth knowing where.

A federal corporation files its annual return with Corporations Canada within 60 days of its anniversary date, and it also has to register extra-provincially to operate in Ontario (and in any other province where it carries on business). So a federal company carries a bit more recurring administration: the federal annual return plus the provincial registration upkeep. An Ontario corporation files its annual return and its Initial Return through the Ontario Business Registry, and there is no separate extra-provincial registration to maintain if you only operate in Ontario.

The takeaway after incorporating is simply this: know which set of filings is yours, and put the right deadlines in your calendar. If you haven’t firmly settled the federal-versus-provincial question, or you’re second-guessing it, our dedicated guide on federal vs. Ontario incorporation lays out the trade-offs in full.

What if I incorporated months ago and never did any of this?

You’re not alone, and it’s usually fixable. A corporation that was filed but never organized can almost always be brought current: the organization can be completed now, the minute book built (or rebuilt) with properly dated resolutions, late Initial Returns and annual returns caught up, and missing T2s filed. The longer the gap, the more reconstruction it takes — and sometimes there are penalties to deal with — but it is far better to clean it up on your own schedule than to discover the mess mid-financing or mid-sale. If this is you, that is exactly the kind of tidy-up a corporate maintenance lawyer does all the time.

Why all of this matters more than it looks

I want to be candid about why I push clients to finish the organization properly, because on the surface it can feel like box-ticking. The real reason is that almost everything valuable a corporation does later assumes the foundation is solid.

Want a loan or line of credit? The lender’s lawyer will want to see your minute book, confirm who owns the shares, and verify that the people signing have authority. Want to bring in an investor or a partner? They’ll want clean records and a share structure that actually works. Want to sell the business one day — which, for a lot of founders, is the whole long-term plan? The buyer’s due diligence lives and dies on your corporate records, your tax filings, and your share register. I have watched promising deals stall for weeks, and lose value, because the seller’s corporate housekeeping was a mess that had to be reconstructed under time pressure.

Good organization at the start is cheap insurance. It is the difference between a company that can move quickly when an opportunity appears and one that has to stop and clean up its own paperwork first. That is why I treat the “after you incorporate” work as just as important as the incorporation itself — arguably more so.

A real example: the company that looked fine on paper

Let me give you a real example of how this plays out. A founder came to me wanting to sell a profitable little business he’d run for about eight years. Revenue was healthy, customers were loyal, and a buyer was keen. On paper, everything looked great.

Then we opened the minute book — or what there was of one. He’d incorporated through a cheap online service, paid the fee, and gotten a certificate. No by-laws had ever been passed. Shares had never been formally issued, so technically no one owned the company. The Initial Return was never filed. Annual returns were years behind. The registers were blank.

The business was real and valuable; the corporation behind it was a paper shell. Before the buyer’s lawyer would even continue, we had to reconstruct eight years of organization — issue the shares properly, paper the resolutions, catch up the filings, rebuild the registers. It cost him real money and, worse, real time during a window when the buyer was getting nervous. All of it could have been avoided with a proper organization in the first 60 days, years earlier, for a fraction of the cost. That’s the lesson I want every new founder to absorb before it becomes their story.

Your first 30 to 60 days: a checklist

If you want a simple sequence to follow after the certificate lands, here it is:

1. Organize the corporation — pass the by-laws, appoint officers, issue shares, authorize banking, deal with the auditor.
2. Start the minute book — file the articles, by-laws, resolutions, registers, and share certificates.
3. File the Initial Return — within 60 days, through the Ontario Business Registry.
4. Get your CRA business number and open the accounts you need (T2, and HST and/or payroll if applicable).
5. Open the corporate bank account — bring your articles and banking resolution.
6. Sort out a shareholders’ agreement if you have co-owners.
7. Calendar your recurring filings — annual return, T2, and any HST/payroll deadlines — so nothing slips.

Knock these out in the first month or two and your company is genuinely ready to operate — not just registered. If you are still getting the broader business off the ground, our guide on how to start a small business in Ontario puts all of this in context.

Common mistakes I see after incorporation

Most of the trouble I get called in to fix comes from the same handful of missteps:

• Never finishing the organization. The articles get filed, and then nothing — no by-laws, no shares issued, no minute book. The company is legally incomplete and nobody notices until a deal or a tax review forces the issue.
• Assuming “incorporated” means “I own shares.” You don’t, until they are issued and recorded.
• Missing the 60-day Initial Return because no one mentioned it.
• Confusing the annual return with the T2 — and then missing one of them.
• Not filing a T2 because “the company didn’t do anything this year.”
• Running personal and business money through one account, which erodes the liability protection and the books.
• Skipping a shareholders’ agreement when there is more than one owner, and discovering the gap during a dispute.

Every one of these is cheap to avoid at the start and expensive to fix later. That asymmetry is really the whole message of this article.

Should you handle this yourself or get help?

You can absolutely do parts of it yourself. Getting a business number, opening the CRA accounts, and opening a bank account are well within reach for most founders. The piece that most often goes wrong on a do-it-yourself basis is the legal organization — the by-laws, resolutions, share issuance, and minute book — precisely because it feels like “just paperwork” and gets skipped. Those are the same documents a lender, the CRA, or a buyer will later insist on seeing. An incorporation lawyer typically handles the whole organization on a flat fee, and a general business lawyer can help you think through structure, agreements, and what comes next. If you only take one thing from this guide: finish the organization, build the minute book, and keep your filings current. That foundation is what everything else — financing, growth, and an eventual sale — is built on.

Key takeaways

• Incorporating creates the company; organizing it makes it real. Pass by-laws, appoint officers, and issue shares — until you do, no one actually owns the corporation.
• Build the minute book from day one. It is required by law and it is the first thing a buyer or lender will scrutinize.
• File the Initial Return within 60 days, and don’t confuse the annual return with the T2 tax return — they are different obligations.
• Set up your CRA accounts and a separate bank account. File a T2 every year even with no activity, and never mix personal and corporate money.
• Get a shareholders’ agreement if you have co-owners. A sole shareholder generally doesn’t need one; two or more owners almost always do.

Frequently asked questions

What is the first thing I should do after I incorporate in Ontario?

Organize the corporation. Incorporating only creates the company; it does not make it operational. The first real step is the organizational meeting (usually done by written resolutions): the first directors pass the general by-law, appoint the officers, issue shares to the shareholders, set up banking authority, and either appoint or waive an auditor. You also start the minute book and the registers of directors, officers, and shareholders. Until this is done, the corporation exists on paper but is not properly constituted, and you do not actually own any shares yet.

Do I have to issue shares after incorporating?

Yes. Filing the articles creates the corporation, but it does not give anyone ownership of it. You become a shareholder only when shares are formally issued to you and recorded in the share register and on a share certificate. This is part of the organization. For a single-owner company it is straightforward, but it still has to be done and documented properly, with the subscription price paid (even if it is a nominal amount). A corporation that has never issued shares has, technically, no owners — a gap that causes real problems at financing or sale time.

What is the Initial Return and when is it due?

For an Ontario (OBCA) corporation, the Initial Return is a filing under the Corporations Information Act that records your directors, officers, and registered office address. It must be filed within 60 days of incorporation, now through the Ontario Business Registry. After that, any change to your directors, officers, or registered office has to be reported by filing a notice of change, generally within 15 days of the change. This is separate from your annual return and your corporate tax return — it is purely about keeping the public record of who runs the company current.

Do I need a separate bank account for my corporation?

Yes — a corporation is a separate legal person, so its money is not your money. You should open a dedicated corporate bank account and run all business income and expenses through it. Mixing personal and corporate funds (paying personal bills from the company account, or vice versa) undermines the limited-liability protection you incorporated for, makes your accountant’s job harder and more expensive, and can create tax headaches. The bank will usually want your articles of incorporation and a banking resolution from your minute book before they open the account.

Do I need to register for HST after incorporating?

Not necessarily right away. Registration becomes mandatory once your taxable revenue exceeds the $30,000 small-supplier threshold (measured over four consecutive calendar quarters, or in a single quarter). Below that, registration is optional — but many new corporations register voluntarily so they can claim input tax credits on their startup purchases. Incorporating does not automatically register you for HST; you set up the HST/GST account through the CRA when you obtain your business number, and you charge and remit HST once you are registered.

When do I need a minute book?

From the start — every corporation is required by law to keep corporate records, and the minute book is where they live. It holds your articles, by-laws, the registers of directors, officers, and shareholders, share certificates, and all resolutions. You build it during the organization, right after incorporating, and then keep it current as things change. It is not optional paperwork: a complete, up-to-date minute book is essential for taxes, financing, and especially a future sale, where the buyer’s lawyer will review it line by line.

Do I need a shareholders’ agreement if I’m the only shareholder?

Generally no. A shareholders’ agreement governs the relationship between multiple owners — how decisions are made, how shares can be sold, what happens if someone wants out or dies. With a single shareholder, there is no one to have an agreement with, so it is usually unnecessary. The moment you add a co-owner, business partner, or investor, it becomes strongly advisable to put one in place — ideally before any disagreement arises, while everyone is still on good terms.

What ongoing filings does my Ontario corporation have?

Three main streams. First, the annual return that keeps your corporate information current (Ontario corporations file through the Ontario Business Registry; a federal corporation files with Corporations Canada within 60 days of its anniversary date). Second, the corporate income tax return — a T2 — filed with the CRA every year, even if the company earned nothing or owes no tax. Third, depending on your activity, HST returns and payroll remittances. The annual return and the T2 are different things that people constantly confuse, and missing either can cause real problems.

Can I do all of this myself after incorporating?

Some of it, yes. You can obtain a business number, open the CRA accounts, and open a bank account on your own. The part people most often get wrong — or skip entirely — is the legal organization: the by-laws, resolutions, share issuance, and minute book. These are exactly the documents a buyer, lender, or the CRA will later want to see, and reconstructing them years after the fact is more expensive and sometimes impossible. A flat-fee organization from a lawyer is usually money well spent for precisely this reason.

What happens if I skip the organizational steps?

The corporation exists, but it is legally incomplete — and the gap tends to surface at the worst possible time. If you never issued shares, no one formally owns the company. If you never passed banking resolutions, the bank may balk. If the minute book is empty, a lender’s or buyer’s due diligence stalls, and you may have to pay a lawyer to reconstruct years of missing records before a deal can close. Skipping the organization does not save money; it defers and multiplies the cost. It is far cheaper to finish the job at the start.

Final thoughts

Incorporating online in a weekend is genuinely easy — and that ease is exactly what lulls people into thinking the job is done. It isn’t. The certificate is the shell; the organization, the minute book, the CRA accounts, the bank account, and the filings are what make it a working corporation you can confidently run and eventually sell. None of it is complicated once you know the sequence, and most of it can be wrapped up in your first month or two. Do it properly now, and you’ll never have to pay someone to untangle it later. If you want a hand getting the organization right, call 416-554-1639 or book a free consultation.