Canada is a genuinely good place to build a business. Stable, transparent, open to foreign ownership in most industries, and faster to incorporate than people expect. Federal incorporation typically completes within a few days online. Provincial incorporation in places like British Columbia or Ontario can be even quicker.
What slows people down is not the process itself. It is showing up unprepared. Missing one document, submitting incorrect details, or not understanding the federal versus provincial decision before you start can push a straightforward registration into a weeks-long back and forth.
This guide covers every document you need for setting up a company in Canada, in the order you actually need them.
The Decision Nobody Warns You About First
Before documents, there is a choice that changes what documents you need.
Federal incorporation through Corporations Canada gives your company name protection across all of Canada. It means you can operate in any province under the same name. The trade-off is that you still need to register extra-provincially in each province where you actually conduct business, which adds steps and fees. Federal incorporation also requires that at least 25% of your directors be Canadian residents.
Provincial incorporation is simpler if you are operating in one province. Less administrative overhead, often cheaper, and some provinces like British Columbia and New Brunswick have dropped the resident director requirement entirely, which matters a lot for foreign founders. Name protection is limited to that province though.
Most foreign founders setting up for the first time go provincial, usually British Columbia or Ontario. It is faster, more flexible, and the resident director issue is easier to manage.
Pick your route before you gather anything. The forms and fees differ between them.
The Core Documents for Incorporation
Articles of Incorporation
This is the foundational document. It is the formal filing that legally creates your company. What it needs to include:
- Your proposed company name or a numbered name like “1234567 Canada Inc.”
- The province or country where the registered office is located
- The classes of shares the company is authorized to issue, including any rights, restrictions, or conditions attached to each class
- Any restrictions on the business the company can carry on
- Director information for the first directors
- Any other provisions the founders want included in the corporate structure
For federal incorporation, this is filed using Form 201 with Corporations Canada. For provincial incorporation, the equivalent form varies by province but the content requirements are broadly similar.
The filing fee for federal incorporation online is around CAD 200 to 250. Provincial fees typically range from CAD 200 to 400 depending on the province.
NUANS Name Search Report
If you are incorporating under a word name rather than a numbered name, you need to run a NUANS search. NUANS stands for Newly Upgraded Automated Name Search. It checks your proposed name against existing Canadian company names, business names, and trademarks to confirm there are no conflicts.
For federal incorporation, the NUANS search costs around CAD 13.80 and is integrated into the Corporations Canada online application. For provincial incorporation, you may need to run it separately before submitting.
A few things the name needs to comply with:
- Must include a legal element like “Inc.,” “Ltd.,” “Corp.,” or their French equivalents
- Cannot contain restricted words like “bank,” “trust,” “insurance,” or “cooperative” without special approval
- Cannot be misleading about the nature of the business
- Cannot be identical or confusingly similar to an existing registered name
If you would rather skip the name search entirely, register a numbered company and operate under a separate trade name. Faster, cheaper, and entirely valid.
Initial Registered Office Notice
Every Canadian corporation needs a registered office address in Canada. This is where official government correspondence and legal notices go. For federal corporations, a virtual registered office is acceptable provided the agent stores corporate mail for at least six years.
What is not acceptable is a P.O. box on its own or an address with no reliable way to receive mail during business hours.
If you have no physical presence in Canada yet, a registered office service handles this. Get one lined up before you submit your incorporation documents.
Notice of Directors
A formal record of who the first directors of the company are. Captures full legal names, residential addresses, and confirmation that each director has consented to act. For federal corporations, at least 25% of directors must be Canadian residents, meaning Canadian citizens or permanent residents. This is a firm requirement, not a guideline.
Provincial requirements vary. British Columbia and New Brunswick currently have no resident director requirement. Ontario requires at least 25% Canadian resident directors if there are three or more directors. Alberta similarly requires 25%.
If you are a foreign founder and the resident director requirement applies to your chosen jurisdiction, this needs to be sorted before you submit anything. Options include a trusted Canadian contact who understands the legal responsibilities involved, or a professional nominee director arrangement with clearly defined obligations.
Beneficial Ownership Information
As of January 2025, federal corporations must file a Beneficial Ownership Register identifying individuals with significant control over the company. This applies from the point of incorporation.
Individuals with significant control generally means anyone who:
- Holds 25% or more of the voting shares
- Holds 25% or more of the fair market value of all shares
- Has direct or indirect influence that would result in control in fact
Provincial requirements vary but the trend across Canada is toward greater transparency in beneficial ownership. British Columbia has had its own registry since 2020. Other provinces are moving in the same direction.
Documents Needed After Incorporation
Business Number Application
Issued by the Canada Revenue Agency. Your Business Number is the identifier used across all federal tax accounts. Apply through the CRA immediately after incorporation. It is free.
GST/HST Registration
Mandatory once annual taxable revenue exceeds CAD 30,000. Unlike Australia’s threshold of AUD 75,000, Canada’s threshold is lower and hits earlier than many founders expect. You can register voluntarily below the threshold if it makes sense for your business model.
In Quebec, GST/HST is administered partly by Revenu Québec rather than the CRA directly. If you are operating in Quebec, the provincial tax registration process has an additional layer.
Corporate Bank Account Documentation
Canadian banks require more documentation than most people expect, and the process for foreign-owned companies takes longer. Typical requirements:
- Certificate of incorporation
- Articles of incorporation
- Notice of directors
- Business Number confirmation
- Government-issued identity documents for all directors
- Proof of registered office address
- In some cases, in-person attendance by at least one director
Start the bank account process as early as possible. It is consistently the most time-consuming step for foreign founders and the one that holds up actual operations most often.
Minute Book
Not submitted to any government body but legally required from the moment of incorporation. The minute book is the official record of your company’s internal governance. It needs to contain:
- Certificate of incorporation
- Articles of incorporation
- Bylaws
- Director and shareholder registers
- Resolutions and minutes from meetings
- Share certificates
It can be maintained digitally. What it cannot be is absent. A company without a properly maintained minute book is technically in breach of its compliance obligations from day one.
If You Are Hiring Employees
Setting up a company in Canada with staff adds a few more registrations immediately.
- Payroll account with the CRA: Required before your first payroll runs
- Canada Pension Plan contributions: Employers match employee CPP contributions
- Employment Insurance premiums: Employers contribute 1.4 times the employee EI rate
- Provincial payroll tax: Applies in certain provinces once your total payroll exceeds the provincial threshold
Workers’ compensation registration is also required in most provinces before employees start work.
What the Timeline Looks Like
Incorporation itself is fast. Federal online registration, a few days. Provincial in British Columbia or Ontario, sometimes the same day.
What takes time:
- NUANS name search and approval if the name has any conflicts
- Resident director arrangement if the requirement applies to you
- Bank account opening, typically two to four weeks for foreign-owned companies, sometimes longer
- Beneficial ownership filing, needs to be in place from the start
Realistically, plan for two to four weeks from starting the process to being fully operational with a bank account and active tax registrations.
Getting It Right From Day One
The documents themselves are not complicated. The challenge is knowing which ones apply to your specific situation, whether federal or provincial, whether the resident director rule affects you, and what the post-incorporation steps are before you can actually start trading.
At Aadmi, we help international founders and businesses navigate setting up a company in Canada without the guesswork. Company registration, compliance setup, registered office services, and ongoing support so nothing gets missed.
It also helps to explore federal versus provincial incorporation in Canada, Canadian business compliance, CRA tax registration, resident director requirements, and corporate setup services in Canada before you begin.
FAQs
1. Can a non-resident own 100% of a Canadian company?
Yes in most industries. Foreign ownership is permitted without restriction in most sectors. Certain industries like telecommunications, finance, and media have additional requirements. Federal incorporation requires 25% Canadian resident directors regardless of ownership.
2. Does Canada have a minimum capital requirement for incorporation?
No. There is no mandatory minimum paid-up capital for federal or provincial incorporation in Canada.
3. What is the difference between federal and provincial incorporation in Canada?
Federal incorporation gives Canada-wide name protection but requires extra-provincial registration in each province where you operate. Provincial incorporation is simpler and cheaper for businesses focusing on one province, with name protection limited to that province.
4. How long does it take to incorporate in Canada?
Federal online incorporation typically takes two to five business days. Provincial incorporation in provinces like British Columbia or Ontario can complete within one to two business days. Getting fully operational including a bank account takes two to four weeks overall.
5. Is a resident director required for all Canadian corporations?
For federal incorporation, yes, at least 25% of directors must be Canadian residents. For provincial incorporation it depends on the province. British Columbia and New Brunswick currently have no resident director requirement, which makes them popular choices for foreign founders.
