Jurisdictions
Canada has a mix of federal, provincial and territorial jurisdictions in which corporations can register. The different jurisdictions are governed by different acts, for example Federal corporations are governed by the Canada Business Corporations Act while Ontario corporations are governed by the Business Corporations Act (Ontario).
Federal vs Provincial Incorporation
A unique aspect of the Canadian system is that there is a federal jurisdiction. Both provincial and federal corporations receive the same tax treatment and can conduct business around the world. The main differences between federal and provincial corporations are:
Name Protection: Federal incorporation offers a higher level of name protection, ensuring your business name is safeguarded in every Canadian jurisdiction. On the other hand, provincial incorporation provides name protection within the province only. It's important to note that this protection applies to the legal name, and separate trademark filings are required to protect your trade name.
Extra-Provincial Registration Requirements: Both federal and provincial corporations must undergo extra-provincial registration in each province or territory where they establish a physical presence. However, there is an exception for provincial corporations, they are not required to register for extra-provincial registration within their home province.
Resident Director Requirement: Federal corporations must have a minimum of 25% resident Canadian directors, whereas some provinces do not impose this requirement. This lack of a resident Canadian director requirement makes provincial incorporation in specific provinces an attractive choice for foreign business owners looking to start a Canadian business or Canadians who plan to move abroad.
Fees
The Federal incorporation fee is lower than provincial incorporation fees but when including the extra-provincial registration requirement total government fees are usually higher for federal corporations vs provincial corporations. The exception to this is Ontario and Alberta which have low to no extra-provincial fees.
Incorporation Fee Table
| Province | One-Time Fee | Name Fee | Annual Fee | Reference |
|---|---|---|---|---|
| Federal | $200.00 | $13.80 | $12.00 | Fees |
| Alberta1 | $275.00 ($100.00) | NUANS - $50.00 | $50.00 ($25.00) | Fees |
| British Columbia | $350.00 | $30.00 | $43.39 | Fees |
| Manitoba | $350.00 | $45.00 | $65.00 | Fees |
| New Brunswick | $262.00 | $13.80 | $60.00 | Fees |
| Newfoundland & Labrador | $275.00 | $10.00 | $100.00 | Fees |
| Northwest Territories | $300.00 | $25.00 | $100.00 | Fees |
| Nova Scotia | $200.00 | $61.05 | $118.35 | Fees, Name Fee |
| Nunavut | $300.00 | $25.00 | $70.00 | Fees |
| Ontario | $300.00 | $13.80 | $0.00 | Fees |
| Prince Edward Island | $250.00 | $40.00 | $30.00 | Fees |
| Quebec | $367.00 | $24.00 | $98.00 | Fees |
| Saskatchewan | $255.00 | $60.00 | $50.00 | Fees |
| Yukon | $300.00 | $40.00 | $100.00 | Fees |