Toronto incorporation lawyer for entrepreneurs, startups, and established businesses. Ontario and federal incorporations handled from corporate structuring through minute book — set up right from day one.
· Reviewed by Jonathan Kleiman, J.D.
Jonathan Kleiman is an incorporation lawyer in Toronto who helps entrepreneurs, startups, and business owners set up their corporations properly from day one.
Whether you are starting a new business, converting a sole proprietorship to a corporation, or forming a professional corporation — Jonathan handles the entire process: corporate structuring, articles of incorporation, by-laws, initial resolutions, share issuance, minute book, and the shareholder agreement that protects everyone involved.
Every engagement begins with a free 30-minute consultation.
Online filing services can submit your articles of incorporation. What they cannot do is advise you on share structure, explain the tax implications of different corporate arrangements, draft a shareholder agreement, or tell you whether a federal or Ontario incorporation is the better choice for your business.
The decisions you make at incorporation — number and class of shares, restrictions on share transfers, director and officer roles, fiscal year-end — follow the corporation for its entire life. Getting them right at the start costs a fraction of fixing them later.
A corporation is a separate legal entity. It owns its own assets, incurs its own debts, and can sue and be sued independently. As a shareholder, your personal liability is generally limited to the amount you invested in the company — unlike a sole proprietorship or general partnership, where you are personally responsible for everything.
Corporations in Ontario are taxed at a lower rate than individuals on active business income. The small business deduction reduces the federal tax rate on the first $500,000 of active business income. Jonathan works alongside your accountant to structure your corporation for optimal tax efficiency under Canadian tax law.
Already running a business and need ongoing legal support? Learn about business lawyer services or contract drafting and review for your commercial agreements.
An Ontario incorporation creates a corporation under the Ontario Business Corporations Act (OBCA). This is the most common structure for Toronto businesses that operate primarily within the province.
Jonathan handles every step of the Ontario incorporation process:
NUANS name search to confirm your proposed corporate name is available. Numbered company incorporations are also available if you prefer to operate under a trade name.
Articles drafted with the right share structure, share classes, restrictions, and provisions tailored to your business needs and growth plans.
General by-laws, banking resolutions, initial director and officer appointments, share issuance resolutions, and fiscal year-end selection.
A fully organized corporate minute book containing every required document — ready for your accountant, your bank, and any future due diligence.
A federal incorporation creates a corporation under the Canada Business Corporations Act (CBCA). This structure provides corporate name protection across all provinces and territories and is the right choice for businesses that plan to operate nationally.
Federal corporations must also register extra-provincially in each province where they carry on business — including Ontario. Jonathan handles both the federal incorporation and the Ontario registration. For a detailed side-by-side comparison, read our guide on choosing between federal and Ontario incorporation.
The structure you choose at incorporation affects your personal liability, tax obligations, ability to raise capital, and how the business is governed. Jonathan advises on the right structure for your situation:
A sole proprietorship is the simplest and cheapest structure — but it offers no liability protection and limited tax-planning flexibility. A corporation costs more to set up and maintain, but provides limited liability, tax deferral opportunities, and a structure that scales as the business grows.
The share structure determines who owns what, who controls the company, and how profits are distributed. Jonathan advises on common shares, preferred shares, voting and non-voting classes, and share transfer restrictions based on your ownership plans and potential future investors.
A holding company structure can provide asset protection, tax deferral on investment income, and estate planning advantages. Jonathan advises on whether a holdco structure makes sense for your situation and coordinates with your accountant on the tax implications.
If your corporation has more than one shareholder, a shareholder agreement is one of the most important documents you will sign. It governs the relationship between shareholders and addresses the issues that the Business Corporations Act leaves to the parties to decide.
Jonathan drafts shareholder agreements that cover:
Read more about partnership and shareholder agreements in Ontario.
Free 30-minute consultation. Flat-fee pricing on most incorporations.
Regulated professionals in Ontario — including doctors, dentists, lawyers, accountants, engineers, chiropractors, and veterinarians — can incorporate professional corporations to carry on their practice.
Professional corporations are governed by the Business Corporations Act and the rules of the relevant regulatory body. They offer significant tax-planning advantages, including income splitting, tax deferral, and the ability to retain earnings within the corporation at the lower corporate tax rate.
Jonathan handles the incorporation, regulatory applications, and ongoing compliance for professional corporations across Ontario.
Toronto startups face legal decisions from the moment they form. The corporate structure, the founder agreements, the IP ownership, and the initial contracts all set the foundation for everything that follows — including future funding rounds.
Jonathan provides startup-focused legal services including:
Every Ontario corporation must maintain certain records and filings to remain in good standing. Failure to comply can result in the corporation being dissolved, directors facing personal liability, or problems during a future sale or financing.
Jonathan handles the legal side of corporate changes as your business evolves — including director and officer changes, share transfers, articles of amendment, name changes, and amalgamations.
Every Ontario corporation is legally required to maintain a corporate minute book. The minute book is the official record of the corporation and is reviewed by banks, investors, buyers, and the CRA.
Jonathan prepares complete minute books for new incorporations and organizes, updates, or reconstructs minute books for existing corporations that have fallen behind.
Planning to sell your business in the future? A clean corporate record is essential for due diligence. Read about winding down or selling a business in Toronto or buying a business.
Jonathan earned his B.A. (with distinction) at McGill University and his J.D. at Queen's University. He has been a member of the Law Society of Ontario since 2011 and has incorporated hundreds of businesses across Toronto and the GTA.
Your incorporation lawyer should understand not just the paperwork, but the business decisions behind it — and be available when you have questions, not two weeks later.
Jonathan manages every step:
Free 30-minute consultation to discuss your business plan, structure options, and the right type of incorporation for your goals.
Share structure, share classes, and corporate name finalized. NUANS name search completed if you want a named corporation.
Articles of incorporation filed with the Ontario or federal government. Certificate of incorporation issued within 1 to 5 business days.
Complete corporate minute book prepared — by-laws, initial resolutions, share certificates, and registers ready for your accountant and bank.
Whether you are starting from scratch, converting a sole proprietorship, or forming a professional corporation — the first step is a conversation about what you are building and how to structure it.
Call 416-554-1639 or book a free consultation.
The questions Toronto entrepreneurs and business owners ask most often about incorporating a business, costs, timelines, and working with an incorporation lawyer.
Jonathan handles most Ontario incorporations on a flat-fee basis that includes articles of incorporation, corporate by-laws, initial resolutions, share issuance, and a complete minute book.
The government filing fee for an Ontario incorporation is $360. Jonathan provides a total quote during the free 30-minute consultation.
An Ontario incorporation is sufficient if you plan to operate primarily within Ontario.
A federal incorporation provides name protection across Canada and is the better choice if you plan to operate in multiple provinces or want to reserve your corporate name nationally. Read our full comparison of federal vs. Ontario incorporation.
An Ontario incorporation can be completed within 1 to 3 business days once the articles are prepared and filed.
Federal incorporations typically take 1 to 5 business days. Jonathan handles the filing, minute book preparation, and all related documents.
You are not legally required to hire a lawyer, but incorporation involves decisions about share structure, corporate governance, and shareholder rights that have long-term consequences.
A business lawyer ensures your corporation is set up correctly from the start — and that the corporate documents protect you if disputes arise later.
A sole proprietorship is the simplest business structure — you and the business are the same legal entity, which means you are personally liable for all business debts and obligations.
A corporation is a separate legal entity that provides limited liability protection, potential tax advantages, and a more professional structure for growth.
If your corporation has more than one shareholder, a shareholder agreement is strongly recommended. It governs decision-making, profit distribution, share transfers, dispute resolution, and exit rights.
Without one, shareholder disputes are resolved under the default rules of the Business Corporations Act — which may not reflect your actual arrangement.
A professional corporation is a corporation formed by a regulated professional — such as a doctor, dentist, lawyer, accountant, or engineer — to carry on their practice.
Professional corporations offer tax-planning advantages while maintaining professional liability. They are governed by the Business Corporations Act and the rules of the relevant regulatory body.
A minute book is the official record of your corporation. It contains the articles of incorporation, by-laws, shareholder and director resolutions, share certificates, and registers of directors, officers, and shareholders.
Every Ontario corporation is legally required to maintain a minute book. Jonathan prepares a complete minute book as part of every incorporation.
Get incorporated properly the first time. Free 30-minute consultation with a Toronto incorporation lawyer who handles the legal details so you can focus on building.