Incorporation
lawyer Toronto.
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.
Ontario Bar
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Toronto incorporation lawyer for businesses and startups
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.
Incorporate yourself, use Ownr, or hire a lawyer?
All three get you a corporation; the difference is whether anyone advises you on the decisions that go into it. You can file articles yourself on the Ontario Business Registry. Online services, Ownr being the best known, file for you and set up standard documents from your answers to a questionnaire. Ownr says plainly that it isn't a law firm and doesn't give legal advice.
| What you get | Do it yourself | Online service (e.g. Ownr) | Lawyer |
|---|---|---|---|
| Articles filed | Yes, by you | Yes | Yes |
| By-laws, first resolutions, share issuance | You draft them, or they never get done | Standard templates | Drafted for your structure |
| Advice on share classes, owners, and Ontario vs. federal | No | No | Yes |
| Shareholders' agreement | No | Template, if offered | Negotiated and drafted for the owners |
| Registers, including significant control | Up to you | Set up from your answers | Set up and checked |
| Who answers for a mistake | You | You, since the service follows your instructions | The lawyer, who carries professional liability insurance |
Doing it yourself or using a service is reasonable for one owner with one class of shares and no plans to bring anyone in. A lawyer earns the fee when there's more than one owner, money going in from family or investors, a professional corporation, a holding company, or an existing business being moved into the corporation. Those are the setups that are expensive to unwind later.
Why you need an incorporation lawyer in Toronto
Incorporation is a legal decision, not an administrative one
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.
If you have signed personal guarantees for the company, keep a separate record of them. The free personal guarantee inventory for business owners adds up the known signed amounts and keeps proposed commitments separate, with space for cap notes and renewal dates.
Limited liability protection
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.
Limited liability is not absolute, though. You can still be personally on the hook where you sign a personal guarantee (banks and landlords routinely require one), and directors carry statutory personal liability for certain obligations: unpaid employee wages and vacation pay, unremitted HST and payroll source deductions, and your own fraudulent or tortious conduct. Incorporation limits personal exposure; it does not eliminate it.
Tax planning opportunities
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.
Ontario business incorporation
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:
Name search and reservation
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 of incorporation
Articles drafted with the right share structure, share classes, restrictions, and provisions tailored to your business needs and growth plans.
Corporate by-laws and resolutions
General by-laws, banking resolutions, initial director and officer appointments, share issuance resolutions, and fiscal year-end selection.
Complete minute book
A fully organized corporate minute book containing every required document, ready for your accountant, your bank, and any future due diligence.
Federal incorporation
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 incorporation doesn't replace provincial registration. A federal corporation that carries on business in Ontario still files an initial return here within 60 days of starting business, and registers in any other province where it operates. Jonathan handles both the federal incorporation and the Ontario filing. For a longer comparison, read our guide on choosing between federal and Ontario incorporation.
Ontario vs. federal incorporation at a glance
| The question | Ontario corporation (OBCA) | Federal corporation (CBCA) |
|---|---|---|
| Where the name is protected | Ontario. A business in another province can register a similar name there. | Approved by Corporations Canada for use across the country. |
| Director residency | No requirement. Directors can live anywhere. | At least 25% of directors must be resident Canadians, or at least one if there are fewer than four. |
| Register of individuals with significant control | Kept at the registered office. Not filed with the government. | Kept, and also filed with Corporations Canada. |
| Ontario filings | Initial return within 60 days of incorporation, then annual returns. | Initial return within 60 days of starting business in Ontario. |
| Annual filings with the incorporating government | Ontario annual return. | Federal annual return with Corporations Canada. |
| Doing business in other provinces | Register in each province where you carry on business. | Same. Federal incorporation doesn't avoid provincial registration. |
For a business that will mostly operate in Ontario, the Ontario route is usually the simpler one. The federal route earns its extra filings when the name matters nationally or other provinces are in the plan.
When to incorporate federally
- You plan to operate in more than one province
- You want national protection of your corporate name
- Your business requires a federal presence for contracts, licences, or credibility
- You anticipate expanding outside Ontario in the near future
Choosing the right corporate structure
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:
Sole proprietorship vs. corporation
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.
Share classes and structure
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.
Many online kits issue a single class of common shares. That works for one owner who'll never add anyone. It gets awkward once a spouse, partner, key employee, or investor comes in, and changing it later means articles of amendment and share exchanges. Family dividend planning is also narrower than it used to be: the federal tax on split income (TOSI) rules limit what family members who aren't active in the business can receive at low rates. So the share design should come out of a conversation that includes your accountant, not a template.
Holding companies
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.
Shareholder agreements
Before you settle the ownership split, try the free Ontario shareholders’ term sheet builder. It works for companies that are not incorporated yet, too. Discuss ownership, founder vesting, and decision-making, then download a non-binding summary to bring to your incorporation consultation.
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:
- Decision-making and voting: who controls what decisions
- Profit distribution: dividend policies and retained earnings
- Share transfers: right of first refusal, tag-along, drag-along
- Dispute resolution: buyout mechanisms, mediation, arbitration
- Non-compete and non-solicitation: protecting the business
- Death, disability, and exit: what happens when a shareholder leaves
Read more about partnership and shareholder agreements in Ontario.
Ready to incorporate your business?
Free 30-minute consultation. Flat-fee pricing on most incorporations.
Professional corporations in Ontario
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.
Requirements for professional corporations
- All shares must be legally and beneficially owned by the professional (or family members, depending on the regulator)
- All directors must be members of the profession
- The corporation must obtain a certificate of authorization from the regulatory body
- The professional remains personally liable for professional negligence
Jonathan handles the incorporation, regulatory applications, and ongoing compliance for professional corporations across Ontario.
Startup legal services
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:
- Incorporation and structuring: the right corporate setup for your stage and goals
- Founder agreements: roles, equity splits, vesting, and IP assignment
- Shareholder agreements: governance, dispute resolution, and exit rights
- Contractor and employment agreements: IP ownership and confidentiality terms
- Commercial contracts: service agreements, NDAs, and licensing
What to do after you incorporate
The certificate of incorporation is the start, not the finish. These are the steps that make the corporation work the way you expect it to:
- Confirm the initial return is on file. The Corporations Information Act requires it within 60 days of incorporation.
- Organize the corporation. By-laws, director and officer appointments, and the resolutions that actually issue the shares. Until shares are issued, the company has no shareholders on paper.
- Set up the register of individuals with significant control. Ontario corporations keep it in the minute book and update it when ownership or control changes.
- Open a corporate bank account and keep personal and business money separate.
- Set up your CRA accounts. Corporate income tax, HST once you pass the $30,000 small-supplier threshold (or earlier, voluntarily), and payroll if you'll have employees.
- Move contracts into the corporation's name. Leases, supplier agreements, and client contracts signed before incorporation don't transfer on their own. The corporation needs to adopt them, and the other side may need to agree.
- Register any trade name you'll operate under that's different from the corporate name, and update insurance, licences, and permits.
- Sign a shareholders' agreement if there's more than one owner.
What usually goes wrong in a do-it-yourself minute book
Online filing services do the filing well. The problems show up later, usually when a bank, a buyer, or a new partner asks to see the records. These gaps come up most:
- Shares that were never issued
- The articles were filed, but no resolution ever issued shares and no subscription money was recorded. Fixing it means confirming who owns what as of when, which is easy with one owner and delicate with two.
- The wrong owner
- Shares issued to the founder personally when the accountant had planned a holding company, or to a spouse on an informal understanding. Moving them later can have tax consequences that a day-one fix wouldn't have.
- Contracts still in the owner's name
- The lease, the main supplier agreement, and sometimes the bank loan were signed before the company existed and never moved over. The owner is still personally on them, which is exactly what incorporating was supposed to address.
- No significant-control register
- It's a required record for Ontario corporations, and it's usually the first thing missing because the filing service never asked about it.
Corporate compliance and ongoing obligations
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.
Annual obligations
- Annual return filed with the Ontario government
- Corporate tax returns filed with CRA
- Annual meeting of shareholders (or written resolution in lieu)
- Updated registers of directors, officers, and shareholders
Ongoing corporate changes
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.
Minute books and corporate records
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.
What a minute book contains
- Articles of incorporation and any amendments
- Corporate by-laws
- Shareholder and director resolutions
- Share certificates and share transfer ledger
- Registers of directors, officers, and shareholders
- Annual resolutions and meeting minutes
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.
How Jonathan helps: what's included and what's not
Incorporations are done on a flat fee, quoted at the free consultation before anything starts.
Included
- Free 30-minute consultation on structure and jurisdiction
- NUANS name search, or a numbered company if you prefer
- Ontario or federal articles of incorporation with a share structure that fits the plan
- By-laws, organizational resolutions, director and officer appointments, and share issuance
- Registers, including the register of individuals with significant control
- A complete minute book
- The Ontario filing for a federal corporation doing business here
- Converting a sole proprietorship, and professional corporations
Not included
- Tax advice and tax planning, including estate freezes, which your accountant handles. Jonathan works alongside them.
- Trademark registration, since a corporate name isn't a trademark
- Industry licences and permits
- A shareholders' agreement, which is quoted separately on the shareholders' agreement page
Why Toronto entrepreneurs choose Jonathan Kleiman
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 2010 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.
The incorporation process: consultation to minute book
Jonathan manages every step. For a complete walkthrough of the process, see our guide on how to incorporate a business in Ontario:
Consultation
Free 30-minute consultation to discuss your business plan, structure options, and the right type of incorporation for your goals.
Structure and name
Share structure, share classes, and corporate name finalized. NUANS name search completed if you want a named corporation.
Filing
Articles of incorporation filed with the Ontario or federal government. Most certificates issue within 1 to 3 business days.
Minute book
Complete corporate minute book prepared: by-laws, initial resolutions, share certificates, and registers ready for your accountant and bank.
Talk to an incorporation lawyer in Toronto today
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.
FAQs.
The questions Toronto entrepreneurs and business owners ask most often about incorporating a business, costs, timelines, and working with an incorporation lawyer.
How much does it cost to incorporate a business in Toronto?
Jonathan handles most incorporations on a flat fee, quoted at the free 30-minute consultation before any work starts. The quote is a total, with government filing charges shown, and it covers the name search, articles of incorporation, by-laws, organizational resolutions, share issuance, registers, and a complete minute book. A shareholders' agreement, if you need one, is quoted separately.
Should I incorporate in Ontario or federally?
If the business will operate mainly in Ontario, an Ontario corporation is usually simpler: no director residency rule and one set of filings. A federal corporation makes sense when you want the name approved for use across Canada or plan to expand to other provinces soon. Either way, you register in every other province where you actually carry on business.
How long does it take to incorporate a business in Ontario?
Most incorporations are filed and certified within 1 to 3 business days once the name and share structure are settled. Federal incorporations run on a similar timeline. The slower part is usually deciding the structure, not the filing.
Do I need a lawyer to incorporate my business?
No, you can file articles yourself or through an online service. What a filing service won't do is advise on share structure, organize the corporation properly after the certificate issues, or draft the agreement between owners. Those are the parts that cause trouble later if they're skipped.
Is there a director residency requirement in Ontario?
Not anymore. Ontario repealed its resident Canadian director requirement, so an Ontario corporation can have directors who live anywhere. A federal corporation still needs at least 25% resident Canadian directors, and at least one if it has fewer than four directors.
What is the difference between a sole proprietorship and a corporation?
A sole proprietor and the business are the same legal person, so the owner is personally liable for every business debt. A corporation is a separate legal person. It can limit personal exposure and open tax-planning options, but it costs more to set up and maintain, and personal guarantees and some director liabilities still reach you.
What do I need to do after I incorporate?
Confirm the initial return is on file within 60 days, open a corporate bank account, set up the CRA accounts you need, keep the register of individuals with significant control in the minute book, put contracts and leases in the corporation's name, and register any trade name you'll use. If there's more than one owner, sign a shareholders' agreement.
Do I need a shareholder agreement when I incorporate?
If the corporation has more than one shareholder, it's strongly recommended. It covers decision-making, dividends, share transfers, deadlock, and what happens when someone leaves. Without one, the default rules in the Business Corporations Act apply, and they may not match what the owners actually agreed.
What is a professional corporation in Ontario?
It's a corporation a regulated professional, such as a doctor, dentist, lawyer, or accountant, uses to carry on their practice. It's formed under the Business Corporations Act and also has to meet the rules of the professional's regulator, including share ownership limits. The professional stays personally liable for their own professional negligence.
What is a corporate minute book and do I need one?
It's the corporation's official record: articles, by-laws, resolutions, share issuances and transfers, and the registers of directors, officers, shareholders, and individuals with significant control. Ontario corporations are required to keep these records. Jonathan prepares a complete minute book with every incorporation.
Start your business on solid ground.
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.