Ontario Corporation in Canada
Provincial Corporation ยท Formation from $220
Last verified: June 13, 2026
Corporate Tax
15.0%
State Tax
11.5%
Formation Cost
$220
Annual Fee
$0
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Break down one-time filing fees and recurring costs for any supported entity type.
Who Should Choose This?
Profiles that typically benefit from this entity
- Tech startups and high-growth companies planning to raise venture capital or issue employee stock options.
- Local Ontario businesses (retail, services, consulting) that want liability protection for the owners.
- Non-resident entrepreneurs who want a Canadian entity without the federal director residency requirements.
- Profitable sole proprietors earning over $50,000 CAD net income who want to defer taxes using the small business deduction.
Who Should Avoid This?
Scenarios where another structure may be better
- Freelancers or side-hustlers earning less than $30,000 CAD annually where the compliance costs outweigh the tax benefits.
- Businesses planning to operate physically in multiple Canadian provinces immediately (Federal incorporation might be better).
- Founders looking for a zero-tax offshore structure, as Canada is a high-tax jurisdiction.
Advantages
- +Limited liability protection for founders, separating personal assets from business debts.
- +Access to the Small Business Deduction (SBD), lowering the corporate tax rate to 12.2% (11.2% effective July 1, 2026) on the first $500,000 CAD of active business income.
- +No director residency requirement; Ontario removed the 25% Canadian resident director rule in 2021, making it ideal for foreign founders.
- +Access to the Lifetime Capital Gains Exemption (LCGE) when selling shares of a Qualified Small Business Corporation (QSBC).
- +Highly recognized corporate structure for raising venture capital from Canadian and US investors.
- +Seamless integration with Canadian banking and global payment processors like Stripe and PayPal.
Disadvantages
- -Higher setup costs compared to sole proprietorships, requiring a NUANS search, minute book, and potential legal fees.
- -Strict compliance requirements, including maintaining a corporate minute book and filing an annual return.
- -Name protection is limited to Ontario, unlike Federal incorporation which protects the business name Canada-wide.
- -Dual tax filing complexity; a T2 corporate tax return is required separately from personal income taxes.
- -Passive investment income is taxed at a high rate (over 50%) inside the corporation until distributed as dividends.
Formation Steps
Step 1: Choose a corporate name and obtain an Ontario-biased NUANS Name Search Report (or opt for a numbered company to skip this step).
Step 2: Draft the Articles of Incorporation (Form 1), detailing the share structure, board of directors, and business restrictions.
Step 3: File the Articles of Incorporation online via the Ontario Business Registry (OBR) and pay the $300 CAD government fee.
Step 4: Receive the Certificate of Incorporation and your 9-digit Ontario Business Identification Number (BIN).
Step 5: File the Initial Return (Form 1) within 60 days of incorporation to confirm director and officer details with the province.
Step 6: Set up the Corporate Minute Book, issue initial share certificates to founders, and draft corporate bylaws.
Step 7: Register for a Canada Revenue Agency (CRA) Business Number, Corporate Income Tax (T2) account, and HST account (mandatory if revenue exceeds $30,000 CAD).
Step 8: Open a dedicated corporate bank account using your Certificate of Incorporation and Articles.
Cost Breakdown
Detailed breakdown of formation and ongoing costs
| Item | Type | Amount |
|---|---|---|
| State filing fee (Ontario Business Registry - $300 CAD) | One-time | $220 |
| NUANS Name Search Report | One-time | $30 |
| Corporate Minute Book & Share Issuance | One-time | $50 |
| Registered Office Address (Virtual Office) | Annual | $240 |
| Ontario Annual Return Filing (Government Fee) | Annual | $0 |
| First year total | $540 | |
| Annual ongoing | $240 | |
Real-World Examples
Typical use cases for this entity type
- A Toronto-based SaaS startup incorporates in Ontario to issue shares to co-founders, protect intellectual property, and qualify for the SR&ED tax credit.
- A non-resident e-commerce entrepreneur incorporates in Ontario because there is no Canadian director residency requirement, allowing them to access Canadian payment gateways like Stripe.
- A local plumbing business incorporates to protect the owner's personal assets from business liabilities and to leave retained earnings in the corporation at the lower 12.2% tax rate.
Common Mistakes
Pitfalls to avoid during setup and operations
- Forgetting to file the Initial Return within 60 days of incorporation, which can lead to provincial penalties.
- Mixing personal and business expenses, which can pierce the corporate veil and cause CRA audit issues.
- Failing to set up and maintain a Corporate Minute Book, which is legally required and requested during audits or funding rounds.
- Missing the mandatory Ontario Annual Return filing, leading to the administrative dissolution of the corporation.
- Not registering for an HST account once the $30,000 CAD revenue threshold is crossed.
Other entity types
Other formation options in Canada
Compare with Other Countries
| Country / Type | Tax | Formation | Annual |
|---|---|---|---|
| ๐จ๐ฆ Ontario Corporation(Provincial Corporation) | 26.5% | $220 | $0 |
FAQ
Do I need to be a Canadian resident to be a director of an Ontario corporation?
No. As of July 2021, Ontario removed the Canadian residency requirement for directors. Non-residents can fully own, form, and direct an Ontario corporation.
What is the difference between an Ontario provincial corporation and a Federal corporation?
An Ontario corporation only has name protection within Ontario, whereas a Federal corporation has Canada-wide name protection. However, Federal corporations operating in Ontario must still register extra-provincially in Ontario.
How much does it cost to incorporate in Ontario?
The government filing fee is $300 CAD if filed online via the Ontario Business Registry. A NUANS name search (if using a named corporation) costs around $15-$80 CAD depending on the provider.
Do I have to charge HST?
You must register for and charge Harmonized Sales Tax (HST) at 13% if your worldwide taxable sales exceed $30,000 CAD in a 12-month period.
What is the corporate tax rate in Ontario?
The general corporate tax rate is 26.5%. However, Canadian-Controlled Private Corporations (CCPCs) benefit from a small business rate of 12.2% (reducing to 11.2% in July 2026) on the first $500,000 CAD of active business income.
Is there an annual renewal fee for an Ontario corporation?
There is no government fee to file the Ontario Annual Return if you file it directly through the Ontario Business Registry, but it is a mandatory filing to keep the company active.
Can I open a Canadian bank account as a non-resident?
Yes, but it can be challenging. Most traditional Canadian banks require an in-person visit. However, some digital platforms and fintechs now offer remote account opening for non-resident directors.
What is a NUANS report?
A NUANS (Newly Upgraded Automated Name Search) report is a mandatory document that checks if your proposed corporate name is available and not confusingly similar to existing businesses or trademarks in Ontario.
Detailed Tax Rates
Corporate Income Tax
| From | To | Rate |
|---|---|---|
| $0 | $500,000 | 12.2% |
| $500,000 | No limit | 26.5% |
The combined general corporate tax rate is 26.5% (15% federal + 11.5% Ontario). Canadian-Controlled Private Corporations (CCPCs) benefit from a combined small business rate of 12.2% on the first $500,000 of active business income, which reduces to 11.2% effective July 1, 2026, due to an Ontario provincial rate cut.
Personal Income Tax (Top rate: 53.5%)
| From | To | Rate |
|---|---|---|
| $0 | $53,891 | 19.1% |
| $53,892 | $58,523 | 23.2% |
| $58,524 | $94,907 | 29.6% |
| $94,908 | $107,785 | 31.5% |
| $107,786 | $111,814 | 33.9% |
| $111,815 | $117,045 | 37.9% |
| $117,046 | $150,000 | 43.4% |
| $150,001 | $181,440 | 45.0% |
| $181,441 | $220,000 | 48.3% |
| $220,001 | $258,482 | 49.8% |
| $258,483 | No limit | 53.5% |
Personal income tax in Ontario is progressive, combining federal and provincial rates. The top combined marginal tax rate is 53.53% for income over $258,482 CAD in 2026. These rates include the Ontario surtax.
Capital Gains Tax
26.8%
In Canada, 50% of capital gains are included in taxable income. The proposed increase to a 66.67% inclusion rate was cancelled in 2025. For individuals in Ontario, the top effective marginal tax rate on capital gains is 26.76% in 2026. For Canadian-Controlled Private Corporations (CCPCs), capital gains are taxed as passive investment income at an effective rate of 25.09%.
VAT / GST
13.0%
Registration Threshold: CAD30,000
Non-resident digital service providers must register for and collect the 13% HST on B2C sales to Ontario consumers if their global taxable sales exceed $30,000 CAD over 12 months.
Withholding Tax
Canada imposes a 25% withholding tax on dividends, interest, and royalties paid to non-residents. This rate is frequently reduced to 5%, 10%, or 15% under Canada's extensive network of tax treaties. Interest paid to arm's-length non-residents is generally exempt from withholding tax.
Payroll & Social Security
For 2026, employers and employees each contribute 5.95% to the Canada Pension Plan (CPP) up to the maximum pensionable earnings. For Employment Insurance (EI), the employee rate is 1.63% and the employer rate is 2.28% (1.4 times the employee rate).
Other Taxes
Employer Health Tax (EHT)
Ontario imposes a payroll tax to fund healthcare. The rate is up to 1.95% on total remuneration. Eligible private-sector employers are exempt on the first $1,000,000 of annual payroll.
Land Transfer Tax (LTT)
A provincial tax applied to property purchases, calculated on a sliding scale from 0.5% to 2.5% based on the property's value. Properties in Toronto are subject to an additional Municipal Land Transfer Tax.
Incentives & Support
SR&ED Tax Incentive
Scientific Research and Experimental Development program offering tax credits for R&D expenditures.
Up to 35% federal refundable tax credit (limit increased to $6M in 2026) plus Ontario OITC (8%) and ORDTC (3.5%).
Eligibility: Canadian-controlled private corporations (CCPCs) conducting eligible R&D work in Canada.
Small Business Deduction (SBD)
Reduced corporate tax rate on active business income.
Lowers the combined corporate tax rate to 12.2% (reducing to 11.2% effective July 1, 2026).
Eligibility: CCPCs on their first $500,000 CAD of active business income.
Formation Requirements
Minimum Capital
No requirement
No minimum capital requirement. Shares can be issued for any amount, typically $1 per share.
Local Director
Not Required
Ontario removed the Canadian residency requirement for directors in 2021. 100% foreign directors are allowed.
Registered Office
Required
Virtual office allowed. $200 - $600 CAD/year
Notarization Required
No
Power of Attorney (Remote)
Not Required
Not required for standard online incorporation via the Ontario Business Registry.
Timeline
Standard: 1 business day days
Expedited: Same day days ($100)
Required Documents
- 1Articles of Incorporation (Form 1)
- 2NUANS Name Search Report (if not a numbered company)
- 3Consent to Act as a First Director
- 4Government-issued ID of Directors
- 5Initial Return (filed within 60 days of incorporation)
Compliance & Reporting
Annual Filings
Ontario Annual Return
Penalty: Loss of good standing and eventual administrative dissolution of the corporation.
T2 Corporate Income Tax Return
Penalty: 5% of unpaid tax plus 1% per month late (up to 12 months).
Audit Requirement
Not Required
Not required for private corporations unless requested by shareholders.
Accounting Standard
ASPE (Accounting Standards for Private Enterprises) or IFRS
Tax Return Deadline
6 months after fiscal year-end (taxes owed must be paid within 2 or 3 months).
VAT Filing Frequency
Annual, Quarterly, or Monthly depending on revenue
Data Protection
Subject to PIPEDA (Personal Information Protection and Electronic Documents Act).
Banking & Payments
Wise Business
Remote-friendlyExcellent for multi-currency accounts and remote opening for non-resident directors.
Vault
Remote-friendlyA Canadian fintech offering multi-currency accounts, corporate cards, and remote onboarding.
Royal Bank of Canada (RBC)
Canada's largest bank, offering comprehensive business services but typically requires an in-person visit.
Toronto-Dominion Bank (TD)
Strong presence in both Canada and the US, ideal for cross-border businesses.
Payment Gateways
Stripe, PayPal, Square, Helcim
Currency
CAD
Multi-Currency: Supported
Account Opening
Opening a traditional bank account in Canada as a non-resident usually requires an in-person visit and a registered Canadian subsidiary or extra-provincial registration. However, digital platforms like Wise and Vault offer remote account opening for Canadian entities with foreign directors, making the process significantly easier.
Practical Information
Timezone
UTC-5 to UTC-6
Business Language
English
Legal System
Common law
Ease of Doing Business
#23
IP Protection
Canada offers robust intellectual property protection through the Canadian Intellectual Property Office (CIPO). Trademarks, patents, and copyrights are strictly enforced, and Canada is a signatory to major international IP treaties like the Madrid Protocol.
Double Tax Treaties
115 countries
Notable treaties: United States, United Kingdom, Germany, France, Japan
Visa & Residency Options
C11 Entrepreneur Work Permit
A work permit for self-employed individuals and entrepreneurs who want to establish or purchase a business in Canada that provides significant economic, social, or cultural benefit.
Intra-Company Transfer (ICT)
Allows multinational companies to transfer executives, senior managers, or specialized knowledge workers from a foreign branch to a Canadian subsidiary.
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Changelog
Data updates and changes on this page
Updated 2026 Ontario corporate tax rates, including the scheduled reduction of the small business rate to 11.2% effective July 1, 2026. Verified OBR filing fees.
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