Best New Business Formation Lawyers in Ontario

1. About New Business Formation Law in Ontario, Canada

Note: Ontario is a province in Canada. If you meant Ontario in the United States, please specify the state or city. This guide focuses on Ontario, Canada and the related provincial and federal frameworks for forming a new business.

New business formation in Ontario involves choosing a legal structure and filing the necessary documentation with the provincial government or at the federal level. The two main pathways are provincial incorporation under the Ontario Business Corporations Act and federal incorporation under the Canada Business Corporations Act. Provincial formation generally governs activities within Ontario, while federal incorporation allows operating across Canada with a single registration.

Key concepts you will encounter include the preparation of Articles of Incorporation, the selection of a corporate name, and governance requirements such as a board of directors and corporate bylaws. Ontario also requires registration for business names if you operate under a name different from your own personal name. For online filing and ongoing compliance, the provincial government provides digital services through ServiceOntario.

For context, federal corporate registration is overseen by Corporations Canada under the Canada Business Corporations Act, which standardizes corporate governance and reporting for federally incorporated entities that operate in Canada. These frameworks are complemented by provincial and federal tax regimes, employment laws, and regulatory compliance that accompany business formation.

Ontario provides both provincial and federal options for forming a corporation, with distinct filing and ongoing compliance requirements.

Useful official resources include the Government of Ontario guidance on incorporating in Ontario and the federal guidance from Corporations Canada. See the references section for direct links to these sources.

Key sources you can consult for official guidance include:

Ontario government - Incorporate a corporation in Ontario

Corporations Canada - Canada Business Corporations Act overview

2. Why You May Need a Lawyer

Engaging a solicitor or attorney who specializes in business formation can prevent costly missteps. Below are concrete situations where legal counsel is essential in Ontario.

• Multiple investors require a formal share structure and governance framework. A lawyer helps draft Articles of Incorporation, shareholder agreements, and a cap table to prevent future disputes.
• You plan to raise capital or issue different classes of shares. A legal professional can tailor a share structure, rights, and restrictions to financial and governance needs.
• You need to decide between provincial (OBCA) versus federal (CBCA) incorporation. A lawyer can compare implications for liability, governance, and cross‑provincial operations.
• Your business will hire directors, executives, or founders from different jurisdictions. An attorney can prepare corporate bylaws, conflict of interest policies, and director fiduciary duties that comply with Ontario standards.
• You anticipate complex contracts or third‑party arrangements at formation, such as joint ventures or licensing agreements. A solicitor helps craft robust boilerplate and integration clauses to avoid future disputes.
• You plan to register a business name and protect branding through trademarks. A lawyer can advise on name availability, registration, and IP strategy relevant to Ontario and federal regimes.

3. Local Laws Overview

The main frameworks governing new business formation in Ontario include provincial statutes and federal acts. Below are the primary statutes and a brief description of their roles.

• Ontario Business Corporations Act (OBCA) - Governs corporations formed and operating under Ontario law. It covers incorporation, corporate governance, and annual filing requirements within Ontario. Ontario-based corporations are typically registered under this act unless they choose federal incorporation for broader reach.
• Canada Business Corporations Act (CBCA) - Governs federally incorporated corporations that operate in Canada, including Ontario. It standardizes governance, reporting, and corporate duties across provinces for federally registered entities.
• Business Names Act (Ontario) - Regulates the registration of business names used by sole proprietors, partnerships or corporations in Ontario when not using a corporate name. Registration helps establish a distinct public identity for the business within Ontario.

Recent trends in Ontario include ongoing modernization of the business registry and digital filing options to streamline formation and annual reporting. For details on current requirements and online filing options, consult the official Ontario and federal sources linked below.

Ontario supports both provincial and federal pathways for forming a business, with ongoing updates to digital filings and governance requirements.

Official resources for those pathways:

• Ontario government - Incorporate a corporation in Ontario
• Corporations Canada - Canada Business Corporations Act overview
• Ontario government - Start a business

4. Frequently Asked Questions

Below are common questions people ask when forming a business in Ontario. Questions start with What, How, When, Where, Why, Can, Should, Do or Is.

What is the difference between OBCA and CBCA for a new business?

OBCA governs Ontario corporations, while CBCA governs federally incorporated corporations. OBCA filings stay within Ontario, whereas CBCA filings apply nationally and may impact cross‑provincial operations.

How long does Ontario incorporation take from start to finish?

Provincial incorporation typically takes 1 to 5 business days for online filings if name checks are clear, but complex cases or manual reviews can extend this to 2 weeks.

How much does it cost to incorporate in Ontario at the provincial level?

Direct filing fees for Articles of Incorporation running through ServiceOntario are generally in the low hundreds of Canadian dollars, plus potential legal and name search costs.

Do I need a lawyer to form a corporation in Ontario?

No, a lawyer is not mandatory, but it is highly advisable for proper name searches, governance documents, and to avoid missteps in filings and shareholder agreements.

What is a corporate name search and why is it required in Ontario?

A name search checks that your chosen corporate name is available and not confusingly similar to existing names. It helps prevent later branding and trademark issues.

Can I start as a sole proprietor and later convert to a corporation in Ontario?

Yes. Many founders begin as sole proprietors and convert to a corporation later for liability protection, investment readiness, or tax planning.

Do I need to file annual returns with the Ontario government?

Yes. Once incorporated, you must comply with annual or periodic filing requirements to maintain good standing, as specified by OBCA or CBCA depending on your structure.

Where do I register a business name or company in Ontario?

You register through ServiceOntario for provincial incorporation or at the federal level through Corporations Canada for CBCA registration.

Is there a difference between provincial and federal incorporation in Canada?

Provincial incorporation covers Ontario-only operations, while federal incorporation supports nationwide activities. Tax, governance, and reporting can differ.

What documents are required to form a corporation in Ontario?

You typically need proposed company name, registered office address, list of directors, and the initial share structure. You may also file Articles of Incorporation and a bylaws document.

How do I draft a shareholder agreement in Ontario?

A shareholder agreement outlines voting rights, transfer restrictions, and exit strategies. A lawyer drafts and reviews this to align with Ontario governance rules.

What ongoing obligations follow formation for Ontario corporations?

Ongoing obligations include maintaining corporate records, filing annual returns, updating director information, and meeting regulatory requirements for taxes and employment matters.

5. Additional Resources

• Ontario government - Incorporate a corporation in Ontario - Official guidance on provincial incorporation procedures and requirements.
• Corporations Canada - Canada Business Corporations Act overview - Federal framework for corporations operating in Canada.
• Canada Revenue Agency - Starting a business - Federal tax registration and compliance basics for new businesses.

6. Next Steps

1. Define your business goals and decide whether you will incorporate provincially in Ontario or federally across Canada. Set a target decision date within 1 week.
2. Gather essential information for formation: proposed company name, address, directors, initial share structure, and intended operations. Complete this within 2 weeks.
3. Conduct a name search using ServiceOntario and, if desired, a trademark search to avoid conflicts. Allocate up to 5 business days for results.
4. Identify and contact 3-5 Ontario- or Canada-wide business lawyers or legal counsel with formation experience. Schedule consultations within 2 weeks.
5. Prepare a list of questions for each attorney covering costs, timelines, and deliverables. Compare proposals over 1-2 weeks.
6. Engage the chosen solicitor or legal counsel with a clear scope of work and an engagement letter. Expect a 1-2 week onboarding period before filings.
7. Complete Articles of Incorporation, bylaws, and shareholder agreements with your lawyer, then file with the appropriate authority. Allow 1-3 weeks depending on complexity.