Incorporating is the easy part — the registry will take your filing in an afternoon. The structure you choose now — jurisdiction, share classes, who owns what and on what terms — is what decides how easily you can later...
Incorporating is the easy part — the registry will take your filing in an afternoon. The structure you choose now — jurisdiction, share classes, who owns what and on what terms — is what decides how easily you can later add a co-founder, raise capital, or sell. We set companies up properly the first time, with the depth of a large corporate firm and the directness of a boutique, so the foundation holds as the business grows.
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Why the setup matters
Most of the formation problems we are asked to fix were created by setting up quickly, without thinking one step ahead. A company is easy to register and hard to re-paper once it has value, a second founder, or an investor at the table. The work that pays off later is getting the structure right at the start: the jurisdiction you incorporate in, the share classes you create, and the terms on which founders hold their equity. Done well, none of it is something you have to revisit. Done quickly, it becomes the thing a financing or a sale gets held up on.
What we do
We incorporate Canadian companies and organize them properly. That means choosing between federal incorporation under the CBCA and Ontario incorporation under the OBCA based on where you will actually operate and raise; setting an initial share structure that won’t need unwinding; issuing founder shares; and preparing the by-laws, organizing resolutions, and minute book that make the company real and ready for a financing or a diligence review. If you have already incorporated and aren’t sure it was done well, we will review it and tell you plainly what, if anything, needs fixing.
What you get
A company organized to a standard an investor’s counsel will recognize:
- A jurisdiction decision — federal (CBCA) or Ontario (OBCA) — chosen for where you operate and raise, not by default.
- An initial share structure that supports founders, future hires, and a first round without being unwound later.
- Founder shares issued, with the paperwork to match.
- By-laws and organizing resolutions that put the company on a proper footing.
- A complete minute book — the record diligence will ask for.
- An initial cap table, clean and ready for the next step.
Where the judgment comes in
A single-founder, single-class company is straightforward, and we treat it that way. The care is needed when there is more than one founder, when equity should vest over time, when there is existing intellectual property to bring into the company, or when a founder is a non-resident and the structure becomes cross-border. These are not form-filling exercises. We handle them as advisory work and say so at the outset, rather than forcing them into a fixed price that doesn’t fit — the same senior judgment a much larger firm would bring, applied directly by the lawyer responsible for your matter.
Who we work with
We act for founders incorporating for the first time, teams of two or three deciding how to hold equity between them, and companies that incorporated quickly and want the structure reviewed before they raise. We also act for U.S. and other foreign founders who need a Canadian company set up correctly from the start. Whatever the stage, you work with the lawyer handling your matter — from the first conversation through to the organized, financing-ready company at the end of it.
How we work
- Large-firm experience, boutique focus. The depth of corporate structuring clients would expect from a much larger firm, delivered at a scale where they are known rather than numbered.
- Senior attention, directly. You deal with the lawyer responsible for your matter, not a rotating team.
- Scoped, and clear on cost. We tell you what the work involves and what it will cost before it starts; where an incorporation is standard, we can handle it at a fixed fee.
- Built for the long term. For companies with continuing needs, the relationship carries on as ongoing counsel rather than a se-ries of one-off files.
If your setup is standard
For a straightforward incorporation, the work is well-defined, and we offer it at a fixed fee through our Launch Incorporation Package — lawyer-led from start to finish, not a self-serve filing service. Anything more involved — multiple founders, vesting, existing IP, or a cross-border structure — is scoped as advisory work instead, so you are never paying a fixed price for work that needed judgment, or paying by the hour for work that didn’t.
Common questions
- Federal or Ontario incorporation? It depends on where you will operate and raise. Federal incorporation under the CBCA gives name protection across Canada and is familiar to investors; Ontario incorporation under the OBCA can be simpler for an Ontario-only business. We choose with you, based on your plans — not a default.
- Do we need a founders’ agreement if there’s more than one of us? The time to settle vesting, roles, and what happens if a founder leaves is at the start, before the company has value and circumstances change. It is far easier to agree these terms now than to negotiate them later.
- We already incorporated online — can you check it? We review the share structure, the minute book, and the IP position, and tell you plainly whether it holds up or needs work before you raise.
- Can a non-resident founder own a Canadian company? Generally yes, but the structure has cross-border implications worth getting right at the outset. We handle that as advisory work.
- How long does it take? A straightforward incorporation is quick. The structuring conversation is the part worth not rushing — and the part that saves the most later.
What comes next
Incorporation is the first step. As the company takes shape, the related pieces are the founders’ and shareholder agreements that govern the owners, the ownership and equity structure that holds share classes and vesting, the governance that takes over as investors arrive, and — when you’re ready — venture financing. We can take each as it comes, or act as your ongoing corporate counsel across all of it.
Talk to us before you file.
A short conversation now is far less costly than a restructuring later. Tell us what you’re building, and you’ll hear back from the lawyer who would handle it.
Book a consultation · Have a question first? Contact us
Representative Experience
Our experience includes complex corporate and transactional mandates involving multi-party negotiations, layered capital structures, and cross-border execution. Representative matters include:
- advising on a CAD $2M equity financing for a Toronto-based cybersecurity company.
- structuring a CAD $4.5M convertible note financing for a Canadian technology startup.
- advising on a USD $5M cross-border equity financing involving international venture structuring.
- managing a USD $100M+ ownership restructuring of a venture-led, government-backed aerospace project
Across these engagements, our focus is durability — ensuring that each transaction remains structurally coherent through future financings, governance evolution, and exit scenarios.
What are the principal pros and cons of forming a federal corporation in Canada?
Pros
Incorporation under the Canada Business Corporations Act, R.S.C. 1985, c. C-44 (CBCA) provides the following advantages:
- A CBCA corporation can carry on business as of right across Canada. This includes the right to enter and carry-on business in any Canadian province or territory under its corporate name (section 15(2), CBCA).
- CBCA incorporation provides a common legal platform known throughout Canada (with the greatest recognition internationally).
- The CBCA includes a highly flexible statutory arrangement provision (section 192, CBCA).
- The CBCA no longer contains financial assistance restrictions (whether related-party or share purchase).
About 50% of the largest 200 non-financial corporations in Canada are incorporated under the CBCA.
Cons
Incorporation under the CBCA has the following disadvantages:
- At least 25% of the directors must be resident Canadians (section 105(3), CBCA). A higher proportion applies in some industries (section 105(3.1), CBCA).
- A CBCA corporation does not qualify for flow-through treatment under the US Internal Revenue Code.
- The CBCA prohibits a:
- Subsidiary from acquiring shares in its parent corporation.
- Parent corporation from allowing its subsidiary to hold shares in the parent.
- Unless it obtains an exemption from the Director under section 151(1) of the CBCA, a CBCA corporation must solicit proxies if it has more than 50 registered shareholders even if it is not a reporting issuer.
What are the principal pros and cons of forming a corporation in Ontario?
Pros
Incorporation under the Ontario Business Corporations Act, R.S.O. 1990, c. B.16 (OBCA) provides the following advantages:
- It is generally easier to clear a corporate name under the OBCA than under the Canada Business Corporations Act, R.S.C. 1985, c. C-44 (CBCA).
- OBCA incorporation avoids the additional cost of filing an annual return under the CBCA (although the annual return may be filed electronically under the CBCA for only $20 a year).
- A CBCA corporation must solicit proxies where it has more than 50 registered shareholders (while an OBCA non-offering corporation is not required to solicit proxies regardless of the number of registered shareholders).
- Professional corporations for lawyers, paralegals, public accountants, medical doctors, dentists, veterinarians and social workers practicing in Ontario are only available under the OBCA.
- The OBCA no longer contains financial assistance restrictions (whether related-party or share purchase).
Cons
Incorporation under the OBCA has the following disadvantages:
- Incorporation under the OBCA offers little name protection within, and no name protection outside, Ontario.
- The incorporation fee for articles of incorporation filed electronically under the OBCA is $300 (compared with $200 to file electronically under the CBCA).
- Like a CBCA corporation, an OBCA corporation does not qualify for flow-through treatment under the US Internal Revenue Code. Only Alberta, British Columbia and Nova Scotia have types of unlimited liability corporations that qualify.
- At least 25% of the members of the board of directors must be resident Canadian as defined in the OBCA (section 118(3), OBCA), which is also the minimum requirement under the CBCA but not under the laws of the territories and several sister provinces including British Columbia, New Brunswick, Nova Scotia and Québec).
- Except in rare circumstances, the OBCA prohibits:
- a subsidiary from acquiring shares in its parent corporation; or
- a parent corporation from allowing a subsidiary to hold its shares.
Are there any limits on the classes or series of shares that can be issued?
Corporations cannot generally impose restrictions on the issue of shares of any class or series, unless the restrictions are authorized by its articles. However, a unanimous shareholder agreement may impose controls on the issue of shares
Shares of series of the same class must participate ratably in respect of the payment of arrears of cumulative dividends, declared non-cumulative dividends and return of capital on dissolution or liquidation, if these claims are not paid in full (section 25(2) and (3), Business Corporations Act, R.S.O. 1990, c. B.16). Any other restrictions on a class or series of shares must be set out in the articles or a unanimous shareholder agreement.
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