Introduction
In Canada, businesses can incorporate at the federal level under the Canada Business Corporations Act (CBCA) or provincially under specific provincial legislation. While 91% of Canada's 3.5 million corporations are registered in Alberta, British Columbia, Ontario, Quebec, or federally, businesses can incorporate in any of the 14 jurisdictions (10 provinces, 3 territories, or federally).
Jurisdictional Considerations
When incorporating a business in Canada, one of the first decisions founders and their advisors must make is whether to incorporate federally or provincially under one of the applicable provincial statutes. While both options create a legally recognized corporation with limited liability, they differ meaningfully in areas such as geographic name protection, the right to carry on business across provinces, director residency requirements, regulatory oversight, filing costs, and ongoing compliance obligations.
The right choice depends on the nature and scope of the business, its ownership structure, and its plans for growth. A business that intends to operate nationally or internationally may benefit from the broader protections and recognition of federal incorporation, while a business focused on a single province may prefer the simplicity and lower cost of provincial incorporation.
Processing times and fees payable to the registry for an incorporation will vary by jurisdiction:
| Jurisdiction | Fees | Timeline |
|---|---|---|
| Federal | $200 | 24-hour for Named Corporation |
| Alberta | $281.50 | Instant – Same Day |
| Ontario | $300 | 24-hour for Named Corporation |
| British Columbia | $350 | Instant – Same Day (once you have a name reservation) |
| Quebec | $397 | Regular 2 days |
Extra-Provincial Registration
Corporations must register in provinces where they “carry on business” beyond their jurisdiction of incorporation. This requirement applies to both federal and provincial corporations operating outside their home jurisdiction.
As such, federal corporations and provincial corporations operating in another province will require an extra-provincial registration in provinces where business is conducted. This, in many instances, will also come at an extra cost.
Name Considerations
Federal, Alberta and Ontario named incorporation (and extra-provincial registration) are usually conducted through NUANS, and the name reservation report is required for filing. For federal corporations, an examiner also confirms the availability of a name before issuing the Certificate of Incorporation. British Columbia requires a BC name search/reservation with examiner review before filing the incorporation. Quebec name reservations are completed through the Registraire des Entreprises. Some jurisdictions offer an expedited process for an additional fee.
| Jurisdiction | Fees | Timeline |
|---|---|---|
| Federal | Typically $35–$60 (varies by service provider) | NUANS – Instant |
| Alberta | (Same as Federal) | NUANS – Instant |
| Ontario | (Same as Federal) | NUANS – Instant |
| British Columbia | $30 regular, $130 priority | BC Registry: Regular 5 days; Priority 10 days |
| Quebec | $27 regular, $40.50 priority | Registraire des Entreprises: Regular 2 days; Priority 1 day |
Choosing the Right Jurisdiction
Consider these factors when selecting where to incorporate:
- Geographic scope of business operations
- Name protection requirements
- Processing time needs
- Fee considerations
- Specific governance requirements of provincial statutes
Federal vs. Provincial Incorporation — Comparison
A comparative overview of key considerations when choosing between federal incorporation and provincial incorporation under the applicable provincial business corporations statute.
| Feature | Federal (CBCA) | Provincial |
|---|---|---|
| Governing Statute | Canada Business Corporations Act, RSC 1985, c C-44 (CBCA) | Varies by province (e.g., ABCA in Alberta, OBCA in Ontario, BCBCA in British Columbia) |
| Regulatory Authority | Corporations Canada (Innovation, Science and Economic Development Canada) | Provincial registry (e.g., Alberta Corporate Registry, Ontario Business Registry) |
| Name Protection | Nationwide name protection across all provinces and territories | Name protection only within the province of incorporation |
| Right to Carry on Business | Right to carry on business in every province and territory (subject to extra-provincial registration) | Right to carry on business in the province of incorporation; must register extra-provincially in each other jurisdiction |
| Extra-Provincial Registration | Must still register extra-provincially in each province where it carries on business (but cannot be denied) | Must register extra-provincially in each other province; registration may be subject to provincial requirements |
| Director Residency Requirements | At least 25% of directors must be resident Canadians (or at least one if fewer than four directors) | Varies: Alberta and BC have no Canadian residency requirement; Ontario and Saskatchewan require 25% resident Canadians |
| Minimum Number of Directors | Minimum one director (distributing corporations: minimum three, two of whom are not officers or employees) | Typically minimum of one director (varies by province; distributing/offering corporations may require more) |
| Incorporation Process | Online filing through Corporations Canada; articles of incorporation filed federally | Filed with provincial registry; process and forms vary by province |
| Government Filing Fees | Approximately $200 (online) for incorporation | Varies (see table above) |
| Name Search / Reservation | NUANS Report required before incorporation (national search) | Required in most provinces (Alberta uses NUANS; BC uses its own name approval system) |
| Annual Filing Requirements | Annual return filed with Corporations Canada (fee applies); also file provincially where extra-provincially registered | Annual return filed with provincial registry only (unless registered extra-provincially elsewhere) |
| Oppression Remedy | Broad statutory oppression remedy under s. 241 CBCA | Most provinces have comparable oppression remedy provisions (e.g., s. 242 ABCA) |
| Derivative Actions | Available under s. 239 CBCA with leave of the court | Available under comparable provisions in most provincial statutes |
| Unanimous Shareholders' Agreement | Recognized under s. 146 CBCA; can restrict directors' powers | Recognized in most provinces with similar effect (e.g., s. 146 ABCA) |
| Continuance (Transfer of Jurisdiction) | May continue (import) into CBCA from a provincial or foreign jurisdiction, or export out to another jurisdiction | May continue into or out of provincial jurisdiction (subject to statutory requirements of both jurisdictions) |
| Public Perception | Often perceived as more credible for national and international operations | Generally suitable for businesses operating primarily within one province |
| Best Suited For | Businesses operating nationally or internationally; businesses wanting national name protection | Businesses operating primarily in one province; businesses wanting lower costs and simpler compliance |
Need help choosing the right jurisdiction for your business?
Ingenio Law helps Canadian businesses incorporate in the jurisdiction that makes the most sense for their goals, structure, and growth plans. We handle the paperwork so you can focus on building.
Get in Touch