Federal company registration costs only $213.80 in government fees, but do you understand the process?
Incorporating a federal company in Canada (CBCA) costs only the government fee$213.80 CADRegistration fee $200 + name approval $13.80, processing time just 1 business day. But many entrepreneurs get stuck on issues like 'incomplete documents,' 'name rejected,' or 'incorrect share capital,' causing repeated revisions and delays.
This article covers federal incorporation from start to finishEach StepBreaking it down: what documents to prepare before registration, how to choose a business type, how to check a name, what to do if rejected, what documents you receive after registration, and which documents you must never lose.
📌 This article covers only federal corporations (CBCA)does not involve provincial incorporation in Ontario/BC, etc. If you’re unsure whether to go federal or provincial, check our earlier Federal vs. Provincial Incorporation: A Comparison Article。
1. Prepare these 7 things before registering a federal company
Many people think registration is just filling out an online form and paying a fee, only to find they're missing documents halfway through. Here are 7 itemsPrepare in AdvanceComplete online registration in 10 minutes:
| Number | What to Prepare | Specific Details | Where Most Mistakes Occur |
|---|---|---|---|
| ① | Company Name | Think of 1 preferred name + 2-3 backup names. Company names must end with Inc./ Ltd./ Corp. | Name too similar to an existing company, rejected; using purely descriptive terms like 'Consulting Inc.' is not distinctive enough |
| ② | Registered Office Address | Must be a physical address in Canada (no PO Box). This can be your home address or a virtual office. | Entered a foreign address; entered an email address; forgot this address becomes public information |
| ③ | Director Information | Full name, residential address, and Canadian residency status of each director. Federal requirement: at least 25% of directors must be Canadian residents (if 1-3 directors, at least 1 must be a resident). | Overlooked the resident director requirement; confused director address with residential address |
| ④ | Share Structure | Set share classes (common/preferred, etc.), rights for each class (voting, dividends, residual property), and maximum issuance per class | Setting up only one class of shares and later needing multiple; not setting a maximum number causing future trouble |
| ⑤ | Individual with Significant Control (ISC) information | Individuals holding ≥25% of shares or voting rights: name, date of birth, address, tax residence | Failure to report indirect shareholders (e.g., held through a holding company) |
| ⑥ | Company Business Scope | Briefly describe your company's main business. If you want to limit the scope of business, you can include restrictive clauses in the articles of incorporation. | Can be left blank (default is unlimited), but adds unnecessary restrictions |
| ⑦ | Payment Methods | Credit card (Visa/MasterCard/Amex) or debit card. Total fee: $213.80 | No funds in the card or foreign card declined |
2. What 'types' does a federal corporation support? It's not just one
Many entrepreneurs think registering a company is just picking a 'type,' but under the CBCA, the core differences in company types are reflected inNaming Structure and Share StructureAbove:
2.1 Named Company vs. Numbered Company
| Comparison Dimension | Named company | Numbered company |
|---|---|---|
| Company Name Examples | Glow Pacifier Consulting Inc. | 12345678 Canada Inc. |
| Is name approval required? | ✅ Required (NUANS search + approval) | ❌ Not needed |
| Name Approval Fee | $13.80 | $0 |
| Approval Time | Additional 1-3 days | Now |
| Brand Effect | Strong, Build Brand Directly | Weak — clients can't tell what you do |
| Subsequent Name Change | — | Can switch to a named company at any time ($200 + name fee) |
| Who It's For | Established entrepreneurs with a clear brand | Startups/holding companies that build a brand after launching |
Practical Tips: If you're unsure about your final brand, register quickly as a numbered company (get the certificate the same day), then spend $200 later to change it to a named company. Many accountants and lawyers recommend this path.
2.2 Share Structure: Single Class vs. Multiple Classes
CBCA has no limit on share classes—you can have 1 or 10. The key is each class must define three rights:
- Voting Rights: Can I vote in company decisions
- dividend rights: Can Profits Be Shared
- Residual Property Rights: Whether remaining assets can be distributed upon dissolution
If OnlyClass 1 sharesthis category must simultaneously hold all three rights (typical 'common shares'). If there isMultiple Share ClassesAssign each right to at least one class—e.g., Class A has voting rights but no dividends, Class B has dividends but no voting rights.
⚠️ This is where it's easiest to 'save a little and lose a lot'Many people fill in a simple single-class structure when registering, only to find later that they need to amend the articles to bring in investors, distribute profits to family members, or do tax planning. Amending articles requires a special resolution of shareholders (≥2/3 voting rights) plus legal fees, often costing $1,000-$3,000. It's advisable to have a professional design the share structure at the time of registration.
3. Federal Company Registration Flowchart: From Zero to Certificate
The flowchart below maps out the complete path for federal company registration, including backup plans if your name is rejected.
🔷 Complete Process for Federal Corporation (CBCA) Registration
Complete Federal Company Registration Path: Prepare materials → Name approval (or skip) → Submit online → Pay → Receive certificate → Post-launch steps
4. Name search guide: how to check, how much it costs, and what to do if the name is taken
4.1 Five Red Lines for Name Rules
A federal company name must meet all 5 rules below, no exceptions:
No Confusion
Must not cause confusion with existing federal company names, registered trademarks, or business names
Must Be Unique
Purely descriptive names (like "Consulting Inc.") won't work—you need a unique element
Must Have a Legal Suffix
Must end with a legal suffix like Inc./Ltd./Corp./Limitée
Prohibited Terms
Cannot use RCMP/UN/Parliament Hill and government-suggestive terms, nor profanity.
No Misleading
Cannot imply an association with the government, cannot misrepresent the nature of the business
4.2 Name conflict or rejection? Three solutions
If your first-choice name is rejected, don't panic—here are three paths forward:
| Plan | Approach | Fee | Time | Success Rate |
|---|---|---|---|---|
| ① Modify Name and Resubmit | Try a Different Name and Resubmit Your Search. It's Best to Have 3-5 Candidate Names Ready | Pay an additional $13.80 | 1–2 days | High (as long as there's no conflict) |
| ② Convert to Digital Company | Skip naming and use a numbered company (e.g., 12345678 Canada Inc.), then change it later. | $0 (no additional fees) | Now | 100% |
| ③ Submit a Letter of Explanation to Appeal | Submit a written explanation to Corporations Canada explaining why there is no risk of confusion (e.g., completely different business areas, different customer bases, etc.) | $0 | 2–5 days | In (with sufficient reason) |
4.3 Validity period after name approval
After federal name approvalValid for 90 daysYou must complete company registration within 90 days, or the name approval expires and you’ll need to reapply. Numbered companies are exempt from this rule.
5. What documents will I receive after registration? Which ones are most important?
After submitting your registration online, you'll receive a key document, then need to prepare a series of follow-up documents yourself:
| Documents | Who Provides | When to Expect It | Priority Level | Purpose |
|---|---|---|---|---|
| Certificate of Incorporation Certificate of Incorporation | Corporations Canada (automatic) | Immediately upon registration (online) | ⭐⭐⭐⭐⭐ | The fundamental document proving a company's legal existence. It's needed for opening a bank account, signing contracts, and obtaining licenses |
| Company Bylaws Articles of Incorporation | You submit it yourself (at registration) | Sent with the certificate upon registration | ⭐⭐⭐⭐⭐ | The company's 'constitution'—defines the company name, share structure, number of directors, and business scope restrictions. Never lose it. |
| Form 2: Registered Address and First Director | You submit it yourself (at registration) | Upon Registration Completion | ⭐⭐⭐⭐ | Record the company's registered address and initial list of directors — essential for bank account opening |
| Company Minute Book Minute Book | You prepare it yourself (after registration) | After Organizing a Meeting | ⭐⭐⭐⭐⭐ | Legally required corporate records: articles of incorporation, bylaws, board resolutions, shareholder resolutions, share register, ISC register. This is the first thing the CRA checks during an audit. |
| Internal Company Bylaws By-laws | Director drafting (after registration) | Approved at the organizational meeting | ⭐⭐⭐⭐ | The 'rules of the game' for running a company: meeting procedures, executive appointments, fiscal year-end, banking arrangements, etc. |
| Share Certificate Share Certificates | You prepare it yourself (after registration) | When Issuing Shares | ⭐⭐⭐ | Proves how many shares shareholders hold. Essential for selling the company, fundraising, and tax planning |
| Director Resolution Directors' Resolutions | Director signing (after registration) | For Every Major Decision | ⭐⭐⭐⭐ | Written records of major decisions: issuing shares, appointing officers, opening bank accounts, signing major contracts. Missing this = decisions may be invalid |
| ISC registry Register of ISC | You maintain it yourself (after registration) | Complete within 60 days of registration | ⭐⭐⭐⭐ | Record all individuals holding ≥25% shares. Legally required; failure to maintain may result in fines up to $200,000 or imprisonment. |
🔑 Three 'Never-Lose' Documents：
① Company Certificate of Incorporation — This is the only proof of the company's existence. Losing it means paying to replace it
② Articles of Incorporation — The foundation of all company ownership rights. Without it, you don't even know how many shares you can issue
③ Company Minute Book —When facing a CRA audit, bank loan, financing due diligence, or selling your company, the first thing they'll ask for is your Minute Book.
6. Post-Registration 'Startup Checklist': Getting the certificate is just the beginning
Receiving your company registration certificate is just the birth of a legal entity. To truly bring it to life, you must, after registration,As Soon As PossibleComplete the Following:
6.1 Legal Launch (within the first week)
6.2 Tax-Level Startup
- CRA Business Number (BN)Assigned automatically after company registration, or you can apply proactively. This is your sole identifier when dealing with the CRA.
- GST/HST Account: Must register if annual revenue exceeds $30,000; voluntary registration is allowed below that (voluntary registration allows input tax credit claims)
- Payroll Deduction Account: If the company plans to hire employees (including paying yourself a salary), you must open
- Provincial sales tax (PST/QST)Depends on the province of registration (BC, SK, MB, QC have separate provincial taxes)
- WSIB/WCB Workplace Insurance: Register if you have employees
7. Ongoing compliance obligations for federal corporations
Registration isn't the end—federal corporations have ongoing annual filing obligations.
| Obligation | frequency | Fee | Consequences of not doing it |
|---|---|---|---|
| Annual Return | Within 60 days after your annual registration anniversary | $12 | The company may be dissolved (Dissolution) |
| ISC Registry Update | At least once a year; within 15 days of any change | $0 | Maximum fine of $200,000 or 6 months imprisonment |
| Director/address change notice | Within 15 Days of Change | $0 (Online) | Maximum fine of $5,000 |
| Shareholders' Meeting | Once per year (no more than 15 months since last) | $0 | Non-compliance affects your company's legal status |
| T2 Corporate Tax Filing | Annually (within 6 months of fiscal year-end) | $0 (Government Fee) + Accounting fees $1,000-$5,000 | CRA Penalties + Interest |
Summary: One Table to Remember All Key Numbers
| project | Amount/Term |
|---|---|
| Federal company registration fee (online) | $200 |
| Name Approval Fee | $13.80 |
| Expedited processing (certificate in 4 hours) | +$100 |
| Annual Renewal Fee | $12/year |
| Standard Processing Time | 1 business day |
| Name Approval Validity Period | 90 days |
| Meeting Notice Period | At Least 5 Days in Advance |
| First shareholder meeting deadline | Within 18 months of registration |
| ISC Registry First Completed | Within 60 days of registration |
| Director/address change filing | Within 15 Days of Change |
Process information is based on Corporations Canada's 2026 official guidelines and current CBCA regulations. Rates may change; please check ised-isde.canada.ca for the latest information before registering.
Frequently Asked Questions
Q: Does registering a federal corporation require a Canadian resident director?
Yes. The CBCA requires at least 25% of directors to be Canadian residents. If you have 1–3 directors, at least one must be a Canadian resident (citizen or permanent resident). Without a resident director, you cannot register a federal corporation—in that case, consider an Ontario or BC corporation, as neither province has residency requirements for directors.
Q: What is the registered capital for a federal corporation? Does it need to be paid in?
Canadian companies don't have a 'registered capital' concept. What you set in your articles is the 'maximum number of authorized shares' (e.g., unlimited or 100,000 shares), not money that needs to be deposited in a bank. Shares only require payment of consideration (which can be cash, services, or assets) from shareholders when issued, with the amount determined by directors. So you don't need to prepare any 'startup capital' at the time of registration.
Q: My name reservation was rejected—should I change the name or appeal?
In most cases, renaming and resubmitting is more cost-effective. After a name rejection: modifying the name and re-searching costs only $13.80 and takes 1-2 days for results. Appeals are free but require thorough supporting materials, take 2-5 days to process, and have uncertain success rates. Unless you've already invested heavily in brand promotion, it's usually better to simply change the name or switch to a numbered company.
Q: After registering a federal corporation, do I need additional registration to operate in Ontario?
Yes. A federal corporation must register extra-provincially in any province where it 'carries on business.' For example, in Ontario, you need to register your federal corporation with the Ontario Business Registry (OBR), with an additional fee depending on the current Ontario rate. Operating without extra-provincial registration is non-compliant.
Q: Do I need a lawyer to register a federal company myself?
Legally, it's not mandatory. If your company has only 1-2 shareholders and a simple share structure (single class of common shares), you can register online yourself. However, if multiple shareholders are involved, special share designs (like preferred shares) are needed, or you have future plans to bring in investors or do tax planning, it's advisable to have a corporate lawyer design the share structure and articles—saving 'small money' here often leads to spending 'big money' on amendments later.
Q: How long after registering a company do we receive the certificate? Can it be expedited?
Standard processing time is 1 business day. If you need it the same day, expedited service is available for an additional $100, with a guaranteed certificate within 4 business hours. Digital companies are typically faster. Note: 'processing time' refers to government review time, not including your own name search and document preparation.
Want to know how much your business could qualify for?
Glow Pacifier Consulting has helped dozens of Toronto business owners successfully apply for government loans and grants.
Book a Free Assessment →