Fixed-Fee Engagement · Incorporation · Ontario or Federal

Launch — incorporation in Canada, done properly.

A lawyer-led incorporation in Canada — an Ontario corporation under the OBCA or a federal corporation under the CBCA: articles filed, by-laws and resolutions passed, founder shares issued, and the minute book delivered, for one fixed fee.

Fixed feeCAD $1,595 · HST and government fees extra
TurnaroundWithin 5 business days of a complete intake
JurisdictionOntario (OBCA) or federal (CBCA)
With the Startup KitCAD $5,950 together · save $595
What’s Included

Everything a new Canadian corporation needs on day one.

The incorporation itself, Ontario or federal, the documents that organize it, and the records that prove who owns it. One fixed fee, prepared by the firm’s team under the lawyer’s review.

Formation

Name search, articles and filing

The jurisdiction settled on the onboarding call, the name search ordered where a named corporation wants one, and articles of incorporation prepared and filed — Ontario through the Ontario Business Registry, or federal through Corporations Canada with the provincial registration that follows.

Articles of incorporation···
Ontario or federal · decided with you
Name search · or a numbered company
Registered office & first directors
Organize

By-laws, resolutions and appointments

A general by-law, the organizational resolutions of the directors and the shareholders, the appointment of officers, the fiscal year end, the auditor exemption a private company relies on, and the banking resolution your bank will ask for.

Organizational records···
General by-law
Director & shareholder resolutions
Officers · year end · banking
Records

Founder shares and the minute book

Founder shares subscribed for, paid for and issued; the securities register, the directors’ and officers’ registers and the register of individuals with significant control; and a digital minute book holding all of it, set up for the first year with the initial government filings made.

Minute book · year one···
Share subscriptions & issuance
Registers · including significant control
Initial return · filed
Add-on · from CAD $595

Share structure

One class of common shares is standard. Where more is needed, the articles add voting and non-voting common, preferred, or special shares for a holding company, trust or freeze. Two classes CAD $595; multi-class CAD $795. Vesting on the founders’ shares, if wanted, is the Equity Structuring Kit.

Share classes · discussed on the call···
Common · voting & non-voting
Preferred · redeemable · retractable · dividend
Special · holdco · trust · freeze
Guided

Two calls with the lawyer

An onboarding call to settle the jurisdiction, the name, the share classes and whether the founders’ shares should be subject to vesting, the founders and their shareholdings, the directors and officers, and the registered office. A delivery session once the minute book is complete: what each document does, what the corporation has to file and when, and which of the Workflow Kits, if any, is the sensible next step.

The calls···
Onboarding · the decisions
Delivery · the walk-through
Between them · the team prepares
At cost

Government fees, passed through

Filing fees and the name-search charge are paid at cost and shown separately on the account, not built into the fee. The amounts at the time of writing are set out below, and confirmed at intake.

Government fees · September 2026···
Ontario articles · $300 · immediate
Federal articles · $200 · one business day
NUANS report · named companies only
What You Need to Know

Three questions every founder asks before incorporating in Canada.

Ontario or federal, whether you need a shareholders’ agreement, and how many classes of shares to create. The answers below are the ones given on the onboarding call.

Ontario or federal — which, and why

Both give you a Canadian corporation with limited liability. They differ in name protection, director residency and the filings that follow.

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An Ontario corporation is created under the Business Corporations Act (Ontario). Since 2021 it has had no director-residency requirement, so founders who live outside Canada can sit on the board. Its name is protected in Ontario only, and the province does not review the name itself — the search report is your protection. Annual filings go through the Ontario Business Registry.

A federal corporation is created under the Canada Business Corporations Act. Its name is reviewed and, once approved, protected across Canada, which matters if the business will operate in several provinces. At least a quarter of the directors must be resident Canadians, and where there are fewer than four, at least one. A federal corporation carrying on business in Ontario still registers here, with an initial return within sixty days, and files an annual return in both places.

Most founders whose business is in Ontario incorporate provincially. Federal is the better choice when the name matters nationally or the company will have a footprint in other provinces from the start. The choice is made on the onboarding call, and either is inside the fee.

Do I need a shareholders’ agreement?

Not with one founder. With two or more, yes — and the time to sign it is now, while you agree.

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A corporation without one runs on the statute’s defaults: the Ontario or federal Act, the articles and the by-laws. Those defaults say a majority of the board decides, a majority of the votes elects the board, and shares move to whoever the directors approve. They say nothing about what happens when a founder leaves, when two founders at 50/50 disagree, or when a buyer wants the whole company and one holder refuses.

A shareholders’ agreement fills each of those gaps: the reserved matters that need every founder, a deadlock mechanism, a right of first refusal, tag-along and drag-along rights, and a buy-out when someone leaves. Under both Acts a unanimous shareholders’ agreement can also take powers from the directors and give them to the shareholders, which is how founders keep the decisions that matter in their own hands.

Signed while the founders agree, every term reads as fair; signed after a disagreement, the same terms cost money. Launch issues the shares and the Startup Kit adds the agreement, the two together at CAD $5,950. Where the terms have to be negotiated rather than agreed, the firm’s shareholder agreements practice handles it.

How many share classes is standard?

One class of common shares. More is added for a reason, and the reason usually comes from your accountant.

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The articles must set out every class the corporation can issue and the rights that go with it — the vote, the dividend and the remainder on a winding-up. With one class every share is equal and every shareholder holds the same three rights. That is the standard structure, and for a single founder, or founders who will hold everything themselves, it is usually the right one.

A further class is added when someone should hold equity without a vote — non-voting common for a spouse, a family member or a holding company; when a fixed return or an estate freeze is planned — preferred shares, redeemable and retractable; or when a holding company or family trust will hold from the start — special shares. Investors in a priced round create their own preferred class at the time, so nothing is reserved for them now.

The reason to decide at incorporation is cost. Adding a class later takes a special resolution, articles of amendment and a government fee, and once there are several shareholders, their consent. The two-class and multi-class add-ons put the classes in the articles from day one; structures that need more are the firm’s governance and shareholder structuring practice.

Scope & Pricing

What Launch includes, what it costs, and what comes next.

Launch creates and organizes the corporation. The founders’ agreement, vesting, the team and financing are the Workflow Kits that follow, each with its own fixed fee.

What’s covered
Included in the CAD $1,595 fee
  • the onboarding call, the name search where wanted, and articles of incorporation filed in Ontario or federally;
  • a general by-law, organizational resolutions, officer appointments, fiscal year end, auditor exemption and banking resolution;
  • founder share subscriptions and issuance for up to three shareholders, in a standard single-class structure;
  • the securities, directors’, officers’ and significant-control registers, and the initial government filings, including Ontario registration of a federal corporation;
  • a digital minute book for the first year, and a delivery session with the lawyer.
What’s separate
Scoped on its own, by the same firm
  • the founders’ shareholders’ agreement and founder IP assignment — the Startup Kit;
  • founder vesting and restricted shares — the Equity Structuring Kit;
  • option plans and financing documents — the ESOP and Funding Kits;
  • preferred shares with negotiated rights, investor share classes, or a structure designed around a tax plan — advisory work;
  • tax and accounting advice, which stays with your accountant, and non-resident or cross-border structuring — see Canada–US and Canada–UAE.
Fixed fee · CAD $1,595

Incorporation and organization at standard scope, delivered within five business days of a complete intake. A two-class share structure is CAD $595 on top, a multi-class structure CAD $795, and each shareholder beyond three CAD $499. Founders who want the founders’ agreement in place from day one take Launch and the Startup Kit together at CAD $5,950 — CAD $595 less than the two apart, because the founder share issuance both kits include is done once — on one intake and one engagement letter. HST and government fees are separate; minute-book maintenance after the first year is separate.

Start Incorporation Intake
FIXED
FEE
5 BUSINESS
DAYS
LAWYER
LED
SHARE
CLASSES
Add-ons
+Two-class share structure CAD $595
+Multi-class share structure CAD $795
+Each shareholder beyond three CAD $499
+Launch + Startup Kit together CAD $5,950 · save $595

Submitting intake does not create a lawyer-client relationship. Work begins after conflict review, scope confirmation and written engagement terms. Government fees are quoted as at September 2026 and are confirmed at intake.

How It Works

From intake to minute book in five business days.

The same sequence for every incorporation. The lawyer makes the structural decisions with you on the first call; the team prepares the documents under the lawyer’s review.

Step 01

Intake and conflict check

A short intake: who the founders are, where the business will operate, the proposed name. The firm runs a conflict check and confirms the matter fits standard scope.

Step 02

Engagement letter and onboarding call

The fee, scope and any add-ons confirmed in writing. Then the call with the lawyer that settles jurisdiction, name, share structure, shareholdings, directors and officers.

Step 03

Filing and organization

Name search and articles filed within one to two business days. By-laws, resolutions, share issuance and registers prepared and signed; the minute book assembled.

Step 04

Delivery and next step

The delivery session walks through the minute book, the filings the corporation now owes, and whether the Startup Kit, a team document or nothing at all is the right next step.

After Launch

Incorporation is the first document, not the last.

The kits that usually follow, in the order companies usually need them. Each is its own fixed-fee engagement, subject to intake and conflict review.

Two or more founders

Launch and the Startup Kit together.

Launch Startup Kit

The founders’ shareholders’ agreement, founder IP assignment and founder share documentation, sequenced with the incorporation so the shares are issued under the agreement from day one. Together, CAD $5,950 instead of CAD $6,545 — the share issuance is done once — on one intake and one engagement letter.

View Startup Kit
The first people

Employees, contractors and advisors, documented.

An employment package, an independent contractor agreement and an advisor agreement, each with confidentiality, IP assignment and the restrictive covenants Ontario law still allows.

View Build a Team Kit
Options for the team

An option plan before the first grant.

The plan document, board approval, form of option agreement and vesting framework that every grant is made under.

View ESOP Plan Setup Kit
The first money

A SAFE or note, closed properly.

Company-side documents, approvals and closing for a SAFE or convertible note — on the private-issuer path from CAD $3,950, or the accredited-investor path with the securities filing included.

View Funding Kit

Have questions?
Find answers.

Any more questions? Contact us Ready to begin? Start Incorporation Intake Not sure Launch is the right start? Founders and startups
Should I incorporate in Ontario or federally?

If the business is in Ontario and the name does not need protecting across the country, Ontario is usually the simpler choice: no director-residency rule, one set of annual filings, immediate issuance of the certificate. Federal is the better choice when the name matters nationally, the company expects to operate in several provinces, or an investor or program requires it, and it is available so long as at least a quarter of the directors are resident Canadians. Either is inside the fee, and the decision is made with the lawyer on the onboarding call.

How long does it take?

Within five business days of a complete intake. The articles are filed within one to two business days of the engagement letter; the organizational documents, share issuance, registers and minute book follow and are delivered by day five. If the corporation has to exist by a fixed date, say so at intake and the filing is done first.

What is a minute book, and why does it matter?

The corporation’s permanent record: the articles and certificate, the by-laws, every resolution the directors and shareholders have passed, the registers of directors, officers and shareholders, the securities register that records every share issued or transferred, and the register of individuals with significant control that Ontario and federal law both require. It is the only proof of who owns the company, and the first thing a lender, an investor, an acquirer or a grant program asks to see. Launch builds it from day one and keeps it for the first year; reconstructing missing years later costs more than setting it up once.

What types and classes of shares do you discuss on the onboarding call?

One class of common shares is standard and usually enough for a single founder. Non-voting common shares let a spouse, family member or holding company hold equity without a vote, and allow dividends on one class and not another where your accountant says the rules permit. Preferred shares carry a fixed dividend with redemption and retraction rights — what a first investor asks for and what a freeze is built on. Special shares suit a holding company or family trust holding from the start. Classes are cheaper to put in the articles now than to add later; your accountant’s plan decides which you need.

Two-class or multi-class?

Two-class, CAD $595, adds one class to the common shares — usually non-voting common — for a family member or holding company without votes. Multi-class, CAD $795, adds non-voting common plus preferred or special classes, the structure accountants ask for when a holding company, freeze or investor is in view. The call settles which.

Should the founders’ shares vest?

Launch issues the founders’ shares outright, and the call asks whether they should instead be earned over time: a cliff, a monthly or quarterly schedule, and a right for the company to buy back the unearned shares at cost if a founder leaves early. With one founder the answer is usually no. With two or more it is usually yes, and it decides what follows the incorporation: the Startup Kit, so the shares are issued under the founders’ agreement from the first day, and the Equity Structuring Kit for the vesting itself. Neither is inside the Launch fee; both are drafted to fit the shares Launch issues.

Do I need a name search?

Only if the corporation will have a name rather than a number. A named Ontario corporation needs an Ontario-biased NUANS report dated within ninety days of filing; the firm orders it, and the search-house charge is passed through at cost. A numbered company — 1234567 Ontario Inc. — needs no search and can register a business name later. A federal application runs the name search as part of the filing. If you plan to trade under a brand that differs from the corporate name, the delivery session covers the business-name registration that requires.

Is Launch an annual plan?

Launch is a one-time package: the incorporation, the organization and the minute book for the first year, for one fixed fee. After that the corporation owes an annual return and annual resolutions, which the firm offers as a separate clerk-delivered maintenance service, and companies that want a lawyer on call use Ongoing Counsel Support. Nothing renews automatically.

Does Launch include a shareholders’ agreement or vesting?

Those are the next two kits, and Launch is designed to hand off to them cleanly. The founders’ shareholders’ agreement, founder IP assignment and founder share documentation are the Startup Kit, and most companies with two or more founders take it with Launch at CAD $5,950 together, CAD $595 less than the two apart because the founder shares are issued once, under the agreement. Vesting, restricted shares and the repurchase right if a founder leaves are the Equity Structuring Kit. Launch itself issues founder shares outright in a standard structure.

Does Launch include tax advice?

Tax and accounting advice stay with your accountant, and Launch is built to work from their plan: if they have recommended a holding company, a particular share structure or a fiscal year end, the articles and resolutions are drafted to match, and the firm coordinates with them directly where that helps. What the firm does not do is choose the tax plan, make elections or value anything. A structure designed around a tax plan — a freeze, a trust, a non-resident shareholder — is scoped as advisory work rather than squeezed into the fee.

I already incorporated. Can Launch finish the job?

Often, yes. A company incorporated online without by-laws, resolutions, share issuance or a minute book can usually be organized on the same fee, provided the articles do not need amending. Where records are missing for a company that has been operating — shares never issued, directors never appointed, filings overdue — the work is a corporate clean-up rather than an incorporation, and it is scoped after intake, sometimes as a fixed fee and sometimes in phases. Either way the intake is the right place to start.

Who does the work?

The structural decisions — jurisdiction, share structure, who holds what — are made with Khaled El Fauri, a member of the Bar of Ontario, on the onboarding call, and he reviews the package before it is delivered. The documents are prepared by the firm’s team to the firm’s standard forms. That is what keeps a lawyer-led incorporation at a fixed fee.

What is not in the fee?

HST on the firm’s fee; the government filing fees — Ontario $300, federal $200, or $300 for four-hour express, at the time of writing — and the name-search charge for a named corporation, all passed through at cost. Shareholders beyond three, and the second or third share class, are the add-ons with the prices shown. Everything outside standard scope — negotiated share rights, non-resident structuring, a clean-up of an older company — is quoted separately before any work is done. Fees & Engagement explains how the firm scopes and bills.

What happens after delivery?

You have a corporation, a signed minute book and a list of what it owes and when. The delivery session names the next step if there is one: the Startup Kit where there is more than one founder, the Build a Team Kit before the first hire, the Funding Kit when money is coming in. The founders and startups page sets the sequence out in full, and the answer is sometimes “nothing yet”.

Incorporate properly, this week.

Complete the intake and the firm confirms scope and fee the same business day. Articles filed within two business days of engagement; minute book in your hands within five.