Business corporation (Ontario, under the Business Corporations Act; includes professional corporations)Canada · Ontario
What it takes to form, own and run a private limited company in Canada · Ontario, and how its profit is taxed. Each figure links to the page it was read from.
This company type
At a glance
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The shareholders of a corporation are not, as shareholders, liable for any act, default, obligation or liability of the corporation except under subsections 34 (5), 108 (5) and 130 (5) and section 243.
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One or more individuals or bodies corporate or any combination thereof may incorporate a corporation by signing articles of incorporation
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(a) in the case of a corporation that is not an offering corporation, at least one individual;
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One or more individuals or bodies corporate or any combination thereof may incorporate a corporation by signing articles of incorporation and complying with section 6.
Form it
Who registers it
- Registry
- Formed without visiting
- Yes
- Formed online
- Yes
What it takes to form
- A notary
- Not required
- A resident director
- Not required
- Paying up the capital
- Every share must be fully paid before it is issued, in money or in property or past service of at least equal fair value (BCA s.23(3)); shares have no par value (s.22(1)) and no minimum amount has to be issued.
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A share shall not be issued until the consideration for the share is fully paid in money or in property or past service that is not less in value than the fair equivalent of the money that the corporation would have received if the share had been issued for money.
Own it
Who may own and run it
- Directors
- At least 1 · none need live there · individuals only
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(a) in the case of a corporation that is not an offering corporation, at least one individual;
- Shareholders
- Not stated
The registry’s and the law’s own pages do not mention it.
- Members
- At least 1 · one person may form it alone
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One or more individuals or bodies corporate or any combination thereof may incorporate a corporation by signing articles of incorporation
- A local company secretary
- Not required
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the directors may designate the offices of the corporation, appoint officers, specify their duties and delegate to them powers to manage the business and affairs of the corporation
- A local registered agent
- Not required
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A corporation shall at all times have a registered office in Ontario at the location specified in its articles
Each year, at the registry
- Annual registry fee
- Free
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CIA Annual Return (Ontario Corporation) Immediate - $0 15 business days - $0
- Accounts on the public record
- No
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An offering corporation shall prepare and file with the Commission the financial statements required under Part XVIII of the Securities Act.
- Audit for a small company
- Not required
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the corporation is exempt from the requirements of this Part regarding the appointment and duties of an auditor if,
- Audit
- A non-offering corporation is exempt from the audit requirements for a financial year if all of its shareholders consent in writing to the exemption for that year (BCA s.148); there is no size test.
Important dates
When each obligation falls due, as the authority states it.
- Initial return filed with the Minister under the Corporations Information Act
- 60 days after incorporation
With Ontario Business Registry
CIA s.2(2): within 60 days after the date of incorporation, amalgamation or continuation. Filed under the id first_annual_return as the nearest first-year filing.
- Annual Return filed through the Ontario Business Registry
- 6 months after the end of the accounting period
With Ontario Business Registry
Within six months after the end of the corporation's taxation year (fiscal year-end). Fee $0.
- Report a change in directors or officers
- 15 days after change of officers
With Ontario Business Registry
The registry says changes to an entity's information must be reported within 15 days.
- Report a change of registered office address
- 15 days after change of registered office
With Ontario Business Registry
Same 15-day rule as for other changes of the corporation's information.
- Update the register of individuals with significant control kept at the registered office
- 15 days after change of beneficial owners
Also reviewed at least once a year.
What is public
- Directors
- Public
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director information shown in the Notice of Change must match the director information on the
- Beneficial owners
- To the authorities only
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director information shown in the Notice of Change must match the director information on the
Tax
Tax on profit
How this company type is taxed, which can differ from its place’s headline rate.
Varies · 12.2–26.5%+3 regimes
Federal Part I tax: net 15% after the general tax reduction, or 9% for a Canadian-controlled private corporation claiming the small business deduction. Ontario adds a higher rate of 11.5% and a lower rate of 3.2% on income eligible for the small business deduction (business limit $500,000). Combined 26.5% general, 12.2% on small-business income.
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After the general tax reduction, the net tax rate is 15%
Special regimes that may apply
- Deduction for taxable dividends received by a corporation resident in Canada holding · 100% exempt
Corporations receiving a taxable dividend from a taxable Canadian corporation, or from a corporation resident in Canada that they control Income Tax Act (R.S.C., 1985, c. 1 (5th Supp.)), s. 112(1) - Deduction in respect of dividend received from foreign affiliate holding
Corporations resident in Canada receiving a dividend on a share of the capital stock of a foreign affiliate Income Tax Act (R.S.C., 1985, c. 1 (5th Supp.)), s. 113(1) - Exemption for income from international shipping other · 100% exempt
Non-resident persons earning income in Canada from international shipping or from operating aircraft in international traffic, where their country of residence grants substantially similar relief to Canadian residents Income Tax Act (R.S.C., 1985, c. 1 (5th Supp.)), s. 81(1)(c)
Whether a company qualifies depends on its activity and conditions set in each statute.
- CFC rules in Canada
- Not in our records
Close it
Closing it
The other end, which most guides leave out.
- Route
- Articles of Dissolution filed online through the Ontario Business Registry, with the Minister of Finance's consent where applicable.
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To voluntarily dissolve a corporation, you can complete and submit Articles of Dissolution online.
- Statutory fee
- CAD 25 (about €16)
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Fee of $25.00
Every business in Canada · Ontario
GST
- The tax
- GST/HST (goods and services tax, harmonized with provincial tax in participating provinces)
- Standard rate
- 5%
The federal GST is 5%. HST replaces it at 13% in Ontario, 14% in Nova Scotia and 15% in New Brunswick, Newfoundland and Labrador and Prince Edward Island; Quebec charges the 5% GST plus QST of 9.975%, and other provinces charge the 5% GST plus their own retail sales tax.
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GST/HST and PST rates Province GST and HST PST Alberta 5% 0% British Columbia 5% 7% Manitoba 5% 7% New Brunswick 15% N/A Newfoundland and Labrador 15% N/A Northwest Territories 5% 0% Nova Scotia 14% N/A
- Other rates
- 0% Zero-rated supplies, such as basic groceries
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A zero-rated supply has a 0% GST/HST rate throughout all of Canada. For example, basic groceries are taxable at the rate of zero (0% GST/HST) in every province and territory.
- Registration threshold
- CAD 30,000 · about €19,013
total revenues from taxable supplies in Canada, including zero-rated supplies; a single calendar quarter or four consecutive calendar quarters
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You do not exceed the $30,000 threshold Footnote 1 over four consecutive calendar quarters.
- Voluntary registration
- Yes
A small supplier may choose to register voluntarily if it makes taxable sales, leases or other supplies in Canada.
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You may choose to register voluntarily if you make taxable sales, leases, or other supplies in Canada.
- A foreign company
- The same threshold applies; no local representative required
A non-resident carrying on business in Canada registers under the normal regime only if it makes taxable supplies in Canada and is not a small supplier, so the $30,000 threshold applies to it; a non-resident that does not carry on business in Canada may still have to register under the simplified regime. No representative is required, but a registrant without a permanent establishment must generally give the CRA a security deposit.
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Non-residents who carry on business in Canada must register for the GST/HST under the normal GST/HST regime if they make taxable supplies in Canada and are not small suppliers.
- Returns filed
- Depends on the business
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Assigned and optional reporting periods Annual taxable supplies threshold amounts Assigned reporting period Optional reporting periods $1,500,000 or less Annual Monthly, quarterly More than $1,500,000 up to $6,000,000 Quarterly Monthly More than $6,000,000 Monthly Nil
- Tax authority
- Registration page read 2026-10-22
Payment and banking services
3 services name Canada on their own list: Paysera, Airwallex, Stripe. Each provider, and what a listing means.
Reference
Its name and code
- Kind
- Private limited companyDerived our grouping, the same words in every country
- Name in law
- Business corporation (Ontario, under the Business Corporations Act; includes professional corporations)
- ISO 20275 code
- O90RSecondary GLEIF, Entity Legal Forms code list