Incorporate in Ontario to take your new or growing business to the next level. If you've ever wondered what incorporation could do for your company, here are four good reasons to consider it.
- 1. Limited liability - Incorporation protects you from personal liability for business loans or expenses. Unless you offered a personal guarantee, directors, officers and shareholders are not responsible for corporate debts or obligations. (See Your Legal Responsibilities for exceptions.)
- 2. Separate legal entity - Ontario corporations have the same legal rights and obligations as a natural person. Corporations can enter into contracts, own property, take on debt and sue or be sued.
- 3. Continuous existence - Since corporations are legal entities, they go on after you and other owners die. A corporation continues to exist until it is formally liquidated. You never have to renew or re-register a corporation and you can dissolve it any time you choose.
- 4. Tax advantages - Accountants often recommend incorporation after business revenues hit certain targets. Your accountant or tax professional can advise you on the best course of action for your business.
Axess Law makes incorporating a business in Ontario uncomplicated. We have business lawyers near you who can incorporate your business in a few quick, easy steps. Our flat fee rates are affordable and unbundled. You pay just $289.99 and government fees of up to $360 to incorporate, plus $249.99 for a minute book ($299.99 if purchased without our incorporation services).
Your Legal Responsibilities
Being incorporated gives directors and officers legal responsibilities you won't have as a sole proprietor or partnership. Corporate directors and officers are required to be impartial, avoid conflicts of interest and place the corporation's interests above their own. You owe your corporation a duty of due diligence to:
- act honestly
- in good faith
- and with a view to the best interests of the corporation.
Incorporation has its cons. You may be personally liable for corporate income tax, GST/HST on sales, payroll costs and environmental issues. And you could be financially accountable to the corporation or shareholders if your actions cause a loss. While you can be sued as a director, as long as your actions are above board, the corporation usually pays your legal costs.
Axess Law business lawyers can advise you on legal steps to protect yourself and whether directors and officers liability insurance (called D&O) is right for you.
Why Hire a Lawyer to Incorporate
Axess Law's licensed professionals are experienced at incorporating businesses of all kinds and can advise you on provincial vs federal incorporation. Our lawyers understand all the pros and cons of incorporation. We offer legal opinions on what is best for your company -- sole proprietorship, general partnership, limited liability corporation or other corporate structures.
What We Need
Bring the following for your online video conference (anywhere in Ontario) or in person meeting at our Greater Toronto Area law offices:
- two copies of your articles of incorporation -- if preferred, we do this for you
- a recent NUANS report, no more than 90 days old, or if you want us to prepare the report, your preferred corporate name and alternates
- and the name, telephone number and mailing address for the main business contact -- for instance, you or the chief financial officer.
Our licensed lawyers and notary publics draft the legal documents you require and can make certified true copies of your originals. We work quickly to help set up your business corporation and accept rush requests when you need legal assistance in a hurry. Your certificate of incorporation and corporation number are emailed to you.
Incorporate in Ontario or Canada
Depending on your preference, Axess Law can incorporate your business provincially or federally.
Provincial incorporation is suitable if your operations are limited to Ontario. Your corporate name will be secure in Ontario, but won't be protected from other companies who may be using it elsewhere in Canada. If you expand outside Ontario, you may have to pay extra to register your business in other provinces or territories.
Federal incorporation protects your corporate name anywhere you do business in Canada. Corporate filing requirements are more stringent for federal corporations, but you can operate throughout Canada or globally. Be aware you may have to register or buy extra-provincial licences to sell goods or services in other provinces or territories.
Numbered vs Named Corporations
You can choose a numbered corporation, generated automatically when you incorporate, or create a unique name for your business. Since the legal effect is the same, we recommend a named corporation that will be easy for customers to remember. You can also adopt any legal element you wish, such as Limited, Incorporated or Corporation or their abbreviations. Your legal rights and obligations are the same, regardless of your choice.
Making Corporate Minute Books
Our job isn't over once your company is incorporated. Axess Law business lawyers can prepare a professional minute book, required by law, to record corporate resolutions and documents like rules, bylaws, registries of directors and shareholders and meeting minutes. Your minute book includes share certificates for shareholders, records of directors' appointments and terms and copies of documents you provide to government. We can arrange an official seal imprinted with your corporate name for business and banking purposes.
Issuing Corporate Shares
Finally, you can have any number of "partners" (called directors and officers in corporations) you like, with shares and share classes equal to their participation in the corporate structure. Axess Law business lawyers are skilled at assisting you to finalize Ontario incorporation requirements. We show you what forms to file and take the effort out of creating articles of incorporation for Ontario.
Try Our Convenient Online Video Conferencing
Axess Law allows you to video conference online with experienced Greater Toronto Area business lawyers 7 days a week, at your convenience. Call us for virtual business law services or contact our Greater Toronto Area law offices for an in person appointment.