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Ontario, Canada LEGAL INSIGHTS

Incorporation: what should founders consider?

Ontario businesses may use different structures. A corporation is a separate legal entity, but brings additional record, filing and tax obligations.

Overview

Ontario businesses may use different structures. A corporation is a separate legal entity, but brings additional record, filing and tax obligations.

Founders should consider ownership, directors, decision-making, funding, intellectual property and exit arrangements.

Ownership and governance

Clarify shares, directors, officers, banking authority and major decisions. Multiple owners should consider an agreement covering voting, funding, transfers, death, disability, deadlock and exit.

Ongoing records and filings

After incorporation, maintain corporate records and complete applicable filings and tax obligations. Ontario’s Business Registry requires accurate entity information and official email details.

Contracts, records and continuing obligations

The corporation should properly enter contracts and receive ownership or licences for intellectual property created by founders, employees or contractors. Personal guarantees, leases and pre-incorporation contracts require careful review.

After incorporation, maintain corporate records, keep registry information accurate and complete applicable annual and tax filings. Tax registration, payroll, HST and accounting questions should be coordinated with an accountant.

Official resources

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