What Do I Do After Incorporating Federally in Canada?

The steps after federal incorporation

Getting a certificate of incorporation from Corporations Canada is the start of the process under the Canada Business Corporations Act (CBCA), not the end of it. The corporation still has to organize itself internally and meet a series of federal filing obligations. The core steps, in the order they typically arise, are:

1. Hold an organizational meeting to get the corporation running.
2. Issue shares by director resolution and record it in the minute book.
3. Call the first shareholders’ meeting within 18 months.
4. Register in every province or territory where the corporation will carry on business.
5. Get a federal Business Number and Corporation Income Tax account from the CRA.
6. Apply for any permits or licences the business needs.
7. File an annual return with Corporations Canada every year, on an ongoing basis.

Each step is covered below.

Step 1: Hold an organizational meeting

Early in a corporation’s life, an incorporator (the person who filed the incorporation) or a director will typically call an “organizational meeting.” This is where the corporation organizes its internal affairs, moving from a paper certificate to a functioning entity with directors acting on its behalf. There is no fixed federal deadline for this meeting, but because share issuance and other founding resolutions flow from it, it is usually one of the first things a new federal corporation does.

Step 2: Issue shares and record the resolution

Issuing shares to the founders or initial owners is one of the first things a new federal corporation does. Under the CBCA, this is done by a directors’ resolution (a formal decision by the board), and that resolution must be recorded in the corporation’s minute book, the corporate record book that holds resolutions, by-laws, and share records. Without this step, the corporation technically has no shareholders of record, which can complicate financing, share transfers, or a later sale.

Step 3: Call the first shareholders’ meeting within 18 months

The CBCA requires the directors to call the first shareholders’ meeting within 18 months of the corporation’s date of incorporation. This meeting matters for two reasons. First, shareholders confirm, modify, or reject the by-laws (the corporation’s internal rules) that the directors put in place after incorporation. Second, shareholders appoint an auditor. More broadly, any new by-law or by-law change the directors pass needs shareholder approval at the next regular shareholders’ meeting to stay in force, so this isn’t a one-time formality: it recurs whenever the by-laws change.

Step 4: Register in the provinces where you’ll carry on business

Federal incorporation gives the corporation the right to operate anywhere in Canada, but it does not replace provincial registration. Corporations Canada is explicit that federally incorporated businesses must also register in a province or territory, and specifically in every province or territory where they will actually carry on business, not everywhere by default.

To reduce duplicate paperwork, some jurisdictions let a corporation register provincially at the same time as it incorporates federally, through a joint online system. That system currently covers Ontario, Nova Scotia, Newfoundland and Labrador, and (as of June 29, 2020) Saskatchewan. Alberta is not part of that joint system, so a federal corporation doing business in Alberta handles that registration as a separate step through Alberta’s own corporate registry process.

Step 5: Get a federal Business Number and CRA accounts

Separately from provincial registration, every corporation needs a federal Business Number and a Corporation Income Tax account from the Canada Revenue Agency (CRA). This applies the same way regardless of which province the corporation operates in, since it is a federal tax registration rather than a provincial one.

Step 6: Apply for permits and licences

Once the corporation is registered wherever it does business, the next practical step is applying for any permits or licences the business needs to operate. What’s required depends on the industry and municipality rather than on the fact of federal incorporation itself, so this step is business-specific.

Step 7: File an annual return every year

Filing the annual return is not a one-time task; it recurs every year for the life of the corporation. Under the CBCA, the annual return is due within 60 days following the corporation’s anniversary date each year (the date the corporation was incorporated, amalgamated, or continued). It can be filed online with Corporations Canada for a fee of $12.

This filing is separate from any tax return filed with the CRA. Corporations Canada also has the power to administratively dissolve a corporation that fails to file its annual returns or its Individuals with Significant Control (ISC) information, so both obligations need to be kept current to preserve the corporation’s legal existence.