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🇨🇦 Corporations Canada, CBCA & CRA 2026

Canada Federal Incorporation Guide 2026 (CBCA)

Learn how to incorporate a business federally under the Canada Business Corporations Act, including current filing fees, director rules, corporate-name protection, individuals with significant control, provincial registration and CRA tax setup.

1. What federal incorporation under the CBCA means

Federal incorporation creates a separate legal corporation under the Canada Business Corporations Act (CBCA). A corporation incorporated under the CBCA has the capacity to carry on business anywhere in Canada, but provincial and territorial laws can require the federal corporation to register in the jurisdictions where it actually carries on business.

Key Policy Highlights & Benchmarks

  • A federally incorporated corporation is a separate legal entity from its shareholders.
  • A word corporate name approved by Corporations Canada gives the corporation the legal right to use that corporate name across Canada.
  • Federal incorporation does not eliminate provincial or territorial registration requirements where the corporation carries on business.
  • Corporate-name protection is not the same as trademark protection. A federal corporate name can still create conflicts with other names, trade names or trademarks, and a separate CIPO trademark registration may be appropriate.
  • Citizenship or permanent-resident status is not itself the CBCA director-residency test. The important issue is whether the required directors meet the statutory resident-Canadian rules.

Important Distinctions

label: Federal incorporation
meaning: Creates the corporation under the CBCA and establishes its federal corporate identity.
label: Extra-provincial registration
meaning: A separate provincial or territorial registration that may be required where the federal corporation carries on business.
label: Corporate name
meaning: The legal name of the corporation used in contracts and invoices.
label: Trademark
meaning: A separate form of intellectual-property protection used to distinguish goods or services.
label: Trade name
meaning: The name under which a business operates when it differs from its legal corporate name.

2. Who can incorporate federally and what the director rules are

The CBCA does not impose a general rule that all incorporators or shareholders must be Canadian citizens or permanent residents. However, director-residency rules still apply. Under section 105 of the CBCA, at least 25% of the directors must generally be resident Canadians. If a corporation has fewer than four directors, at least one director must be a resident Canadian. Certain prescribed sectors or ownership-restricted activities can require a majority of resident-Canadian directors.

Director Rules

  • A director must be an individual.
  • A director must be at least 18 years old.
  • A director cannot be incapable within the meaning of the CBCA rules.
  • A bankrupt person is disqualified from acting as a director under the CBCA.
  • A corporation with one, two or three directors generally needs at least one resident-Canadian director.
  • A corporation with four or more directors generally needs at least 25% resident-Canadian directors, subject to special statutory sector rules.
  • Prescribed business sectors or other activities subject to Canadian ownership or control restrictions can have stricter director-residency requirements.

3. Choosing a corporate name in 2026

A federal business corporation can use a word name or a numbered name. Corporations Canada states that an approved federal word name gives the corporation the legal right to use that name across Canada. The name must meet the federal requirements for distinctiveness and cannot be confusing with existing corporate names or trademarks.

Name Options

type: Word name
description: A distinctive legal corporate name chosen by the incorporator and reviewed by Corporations Canada.
type: Numbered name
description: A name assigned by Corporations Canada, such as 12345678 Canada Inc. A corporation using a numbered legal name can operate under another business name, but that operating name must be registered where required by provincial or territorial law.

Name Process

  • Choose a proposed word name or use a numbered-name option.
  • For online incorporation, the federal corporate-name search is integrated into the incorporation application. You do not ordinarily need to purchase a separate Nuans report before filing an online incorporation with a word name.
  • Review existing corporate names, business names, trademarks and domain names to reduce the risk of confusion.
  • Submit the incorporation application so Corporations Canada can review and approve the proposed federal corporate name.

Name Protection Limits

  • Federal corporate-name approval is not a trademark registration.
  • Corporate-name approval does not guarantee protection against every other corporate name, business name or trademark.
  • If brand protection is important, consider a separate Canadian trademark search and registration strategy through the Canadian Intellectual Property Office (CIPO).
  • A domain name registration does not itself create corporate-name or trademark rights.

4. Current federal incorporation process: five core steps

Corporations Canada currently describes federal business incorporation as a five-step process: name selection, creation of the articles, establishment of the registered office and first board, filing information about individuals with significant control, and submission and payment.

Steps

step: 1
title: Choose the corporate name
details: Select a word name or a numbered name. For a word name, the federal name review forms part of the online incorporation process.
step: 2
title: Create the Articles of Incorporation
details: Use Form 1 when filing the CBCA Articles of Incorporation. The articles establish core matters such as the corporate name, share structure, restrictions on share transfers where applicable, number of directors and any permitted provisions or restrictions.
step: 3
title: Set the registered office and first board
details: Form 2 is the Initial Registered Office Address and First Board of Directors. The registered office is the official place for service of documents and corporate records, and director information is filed with Corporations Canada.
step: 4
title: File individuals-with-significant-control information
details: CBCA corporations must file information about their individuals with significant control (ISC) with Corporations Canada. The current online incorporation process includes this filing.
step: 5
title: Submit and pay
details: The current basic online incorporation fee is $200 CAD and the online service standard is 1 business day. An optional express service is available for an additional $100, with a stated online service standard of 4 business hours.

5. Current federal filing fees and service standards

Corporations Canada's current service page lists the basic online incorporation fee at $200 CAD with a 1-business-day service standard. The optional express service adds $100 and has a stated online service standard of 4 business hours. The online annual return fee is currently $12 CAD.

Fees

service: Basic online incorporation
fee: $200 CAD
serviceStandard: 1 business day
service: Express online incorporation
fee: $300 CAD total
serviceStandard: 4 business hours
qualification: The $100 express charge is added to the regular $200 incorporation fee.
service: Online annual return
fee: $12 CAD
serviceStandard: 1 business day
service: Annual return by email or mail
fee: $40 CAD

6. Registered office, directors and public corporate information

Every CBCA business corporation must have a registered office in Canada. The registered office is the address where official documents can be served and where corporate records are kept or maintained in accordance with the CBCA rules. Certain corporate and personal information filed with Corporations Canada is publicly available.

Registered Office Rules

  • Choose an address where legal and official documents can actually be received.
  • The registered office information is public corporate information.
  • A change to the registered office must be reported using the applicable federal filing, including Form 3 where required.
  • Director names and addresses or addresses for service are also corporate information that can be disclosed publicly.
Privacy NoteBefore using a residential address for a registered office or director address, understand that applicable corporate information can be public. An address for service can be used where permitted by the CBCA rules.

7. Individuals with Significant Control (ISC): mandatory CBCA filing

Since January 22, 2024, CBCA corporations generally must file information about their individuals with significant control (ISC) with Corporations Canada. This obligation is separate from the shareholder register and is intended to provide ownership and control transparency.

Isc Rules

  • An ISC generally includes an individual who owns, controls or directs 25% or more of the voting shares, 25% or more of all shares by fair market value, or who has control in fact, subject to the detailed statutory rules.
  • ISC information must be filed with Corporations Canada upon incorporation.
  • ISC information must be filed annually at the same time as the annual return.
  • A change to ISC information must generally be filed within 15 days after the corporation records the change in its ISC register.
  • The corporation must maintain an ISC register with the required information.
  • Some ISC information is made available publicly, while additional information is available to law-enforcement and FINTRAC authorities.
  • Failure to meet ISC filing requirements can result in compliance consequences and, in specified circumstances, administrative or criminal sanctions.

Mandatory Action Checklist

✓Identify all individuals who meet the significant-control tests.
✓Record the required information in the corporation's ISC register.
✓File the required ISC information with Corporations Canada upon incorporation.
✓Update the register and file changes within the required 15-day period when relevant information changes.
✓File the ISC information again each year with the annual return.

8. What to do immediately after incorporation

Receiving the Certificate of Incorporation does not finish the corporation's organizational work. Corporations Canada recommends completing the corporation's internal organization and maintaining the required corporate records.

Post Incorporation Checklist

  • Confirm and preserve the Certificate of Incorporation and filed articles.
  • Maintain the corporate records and minute book.
  • Hold or properly document the organizational meeting of the directors.
  • Adopt or prepare appropriate corporate by-laws.
  • Authorize the issuance of shares and document the consideration received.
  • Record the share ownership and maintain the securities/share register.
  • Appoint officers where appropriate.
  • Make banking arrangements for the corporation.
  • Complete the first shareholders' meeting within the CBCA timeline or use written resolutions where legally permitted.
  • File any changes to the registered office or directors within the applicable statutory deadlines.
  • Maintain and update the ISC register.
First Shareholders MeetingThe first shareholders' meeting must generally be held no later than 18 months after the corporation comes into existence. At that meeting, shareholders elect directors, deal with by-laws and appoint or address the auditor as required under the CBCA.

9. Extra-provincial registration: federal does not mean registration-free

Federal incorporation gives a corporation the capacity to carry on business across Canada, but provincial and territorial laws can require registration in every jurisdiction where the corporation actually carries on business. The exact registration test and fee depend on the province or territory.

Examples Of Business Activity

  • Having an address or place of business in a province or territory.
  • Having a post office box or phone number in a jurisdiction in circumstances covered by that jurisdiction's rules.
  • Offering products or services in a province or territory.

10. CRA business number and corporate tax setup

A federally incorporated corporation is assigned a Business Number (BN) and corporation income tax (RC) program account as part of federal incorporation. You do not need to separately register with the CRA for that RC account. Other CRA program accounts, such as GST/HST or payroll, are separate and depend on the corporation's activities and circumstances.

Tax Setup

account: Business Number (BN)
rule: A federal corporation receives a BN as part of incorporation.
account: Corporation income tax (RC)
rule: A federal corporation receives its corporation income-tax program account as part of the federal incorporation process.
account: GST/HST (RT)
rule: Register when the corporation is required to collect GST/HST or voluntarily chooses to register where permitted.
account: Payroll deductions (RP)
rule: Register when the corporation is an employer or otherwise has a payroll-account obligation.
account: Information returns (RZ)
rule: May be required for certain information-return obligations.

Tax Deadlines

  • A corporation generally must file its T2 Corporation Income Tax Return within six months after the end of each tax year.
  • Corporate income-tax balances are generally due two months after the end of the tax year.
  • Eligible Canadian-controlled private corporations (CCPCs) meeting the CRA conditions for the extended balance-due rule may have a three-month balance-due date.
  • The federal corporate annual return filed with Corporations Canada is not the same as the T2 tax return filed with the CRA.

11. Federal corporate tax rates: 2026 context

Incorporation does not automatically produce a single fixed corporate tax rate. Federal corporate income tax is combined with applicable provincial or territorial corporate tax, and the federal rate depends on the corporation's circumstances and type of income.

Tax Notes

  • The federal small business deduction generally applies to qualifying CCPC active business income up to the applicable business limit, generally $500,000 before reductions and adjustments under the detailed rules.
  • Associated CCPCs can be required to share the federal business limit.
  • Provincial and territorial corporate tax rates are separate and vary by jurisdiction and tax category.
  • Do not describe the 9% or 15% federal rates as the corporation's total Canadian corporate tax rate.

12. Federal annual return and ongoing compliance

Every active CBCA business corporation must file an annual return with Corporations Canada every year. The annual return is a corporate-law filing, not an income-tax return. The current online fee is $12.

Annual Return Rules

  • File the annual return within 60 days following the corporation's anniversary date.
  • The anniversary date is the date the corporation was incorporated, amalgamated or continued under the CBCA.
  • The annual return does not replace the T2 Corporation Income Tax Return.
  • ISC information is filed at the same time as the annual return.
  • If relevant information changes, separate corporate filings may be required during the year.
  • Failure to keep annual filings current can cause the corporation to become overdue and can lead to administrative dissolution.

13. Federal incorporation versus provincial incorporation: decision framework

There is no universal rule that federal incorporation is always better than provincial incorporation. The right choice depends on the corporation's planned geography, name strategy, director composition, regulatory environment, ownership structure and filing preferences.

Decision Framework

factor: National corporate-name strategy
federal: A federal word name approved by Corporations Canada gives the corporation the legal right to use that corporate name across Canada.
provincial: The provincial or territorial corporate statute controls the legal-name registration in that jurisdiction.
factor: Director residency
federal: The CBCA generally requires at least 25% resident-Canadian directors, with at least one when there are fewer than four directors.
provincial: Rules vary. Some jurisdictions have eliminated director-residency requirements while others retain restrictions.
factor: Where the corporation will operate
federal: A federal corporation may operate nationally but may still need extra-provincial registrations.
provincial: A corporation incorporated provincially may also need registrations when it expands into other jurisdictions.
factor: Regulated or ownership-restricted sector
federal: Federal sector-specific rules may impose additional ownership or director requirements.
provincial: Provincial or territorial corporate and professional rules can also impose additional requirements.
factor: Cost and administration
federal: The current basic online incorporation fee is $200 and the online annual return is $12.
provincial: Fees and annual-reporting requirements are jurisdiction-specific and should be checked directly with the applicable registry.
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Frequently Asked Questions (FAQs)

Canadian citizenship or permanent residence is not a general prerequisite to becoming an incorporator or shareholder under the CBCA. However, the corporation must comply with the CBCA's director rules, which generally require at least 25% resident-Canadian directors and at least one resident Canadian when the corporation has fewer than four directors. Certain regulated or ownership-restricted sectors can have stricter requirements.

Generally, no. Corporations Canada states that the corporate-name search is integrated into the online incorporation process for an ordinary word-name incorporation. A separate Nuans Name Search Report is used for certain other corporate transactions and does not itself constitute approval of the name.

It gives an approved federal word corporate name the legal right to be used across Canada as the corporation's legal name, but this is not the same as trademark protection. Corporations Canada warns that name approval does not guarantee protection against other corporate names, business names or trademarks. A separate Canadian trademark strategy may therefore be appropriate for an important brand.

Often, yes. Federal incorporation gives the corporation the capacity to carry on business across Canada, but provincial and territorial laws can require an extra-provincial or extra-territorial registration where the corporation actually carries on business. The exact test and fee depend on the jurisdiction.

You should complete the corporation's organizational work, including maintaining corporate records, addressing by-laws, documenting share issuances, arranging banking, appointing officers where appropriate, completing the first shareholders' meeting or valid written resolutions, maintaining the ISC register, and making any required corporate filings for changes in directors or the registered office.

The federal annual return is generally due within 60 days after the corporation's anniversary date and is filed with Corporations Canada. ISC information is filed with the annual return and within 15 days after a recorded ISC change. Separately, the corporation generally files a T2 income-tax return within six months after its tax year-end, with corporate tax balances generally due two months after year-end or three months for qualifying CCPCs that meet the CRA conditions.

Official Government Sources & Authorities

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Federal Incorporation Highlights

Basic Online Incorporation Fee$200 CAD
Online Service Standard1 Business Day
Director ResidencyGenerally at least 25% resident Canadians; at least 1 if fewer than 4 directors
Online Annual Return Fee$12 CAD
Annual Return DeadlineWithin 60 days after the anniversary date
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