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Many business legal problems start with a contract that was never written down, or one signed without review. A business lawyer earns their fee by preventing the dispute, not just fighting it: a clear shareholders agreement, a real NDA, a franchise document actually read before signing.
Olanur matches you with verified business and corporate lawyers for the documents and decisions your company runs on, whether you are incorporating this month or untangling a partnership.
Olanur is a legal matching platform, not a law firm. The services described on this page are performed by independent licensed lawyers and legal professionals you can be matched with, and each sets their own fees.
How it works in Ontario
Starting and Running a Company in Ontario
A business here can incorporate under Ontario's Business Corporations Act or under the federal statute, and tax and director liability rules come from both levels of government. Each rule below was checked against the current statutes and the official government pages.
1
$300 to incorporate in Ontario
The Ontario government fee to incorporate is $300, filed through the Ontario Business Registry. A named corporation needs an Ontario-biased NUANS name search report from a private search company, no more than 90 days old; a numbered company does not. The name must include a word such as Limited, Incorporated or Corporation, or its abbreviation.
2
Federal incorporation is an option
Corporations Canada charges $200 to incorporate online under the federal statute. A federal corporation can do business in Ontario without an Ontario licence, but it must file an Ontario initial return within 60 days of starting business here, which costs nothing.
3
Returns you must file
An Ontario corporation files an initial return within 60 days of incorporating and an annual return within six months after the end of each tax year, both at no government charge. A corporation that has not filed a required return, or has unpaid fees or penalties, cannot bring a court proceeding about its business in Ontario without leave.
4
Records you must keep
An Ontario corporation must keep its articles, by-laws, shareholder minutes and resolutions, a register of directors and a securities register, and since 1 January 2023 most private corporations must also keep a register of individuals with significant control, updated within 15 days of new information. Ontario has passed a law allowing regulations to require corporations to file prescribed information about those individuals with the government, but it is not yet in force.
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Unanimous shareholder agreements
A written agreement among all the shareholders, or a written declaration by a sole shareholder, can take powers away from the directors. Anyone who later receives shares is generally treated as a party to it, although a buyer who did not know about it can rescind within 60 days of receiving a copy. Shareholders who take over the directors' powers also take on the directors' duties and liabilities to that extent.
6
Trading under another name
A sole proprietor or corporation that does business under a name other than its own legal name must register that name, as must a general partnership whose name is not made up of the partners' names. Registration costs $60 and lasts five years. A business using an unregistered name cannot bring a court proceeding about that business without the court's leave.
7
Franchises: 14 days to read
In most cases, a franchisor must give you its disclosure document at least 14 days before you sign the franchise agreement or pay any money for the franchise, other than a small refundable deposit. If it is late or deficient you can rescind within 60 days of receiving it, or within two years of signing the franchise agreement if you never got one. Any waiver of these rights is void.
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When directors are personally liable
Once certain conditions are met, directors can be personally liable for up to six months of unpaid employee wages and up to 12 months of vacation pay, and for payroll source deductions and GST or HST the corporation failed to remit. For the tax amounts, a director who acted with the care of a reasonably prudent person has a defence, and the government generally has two years after the director leaves to pursue them.
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Formation and Ownership
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Incorporation Package
Help incorporating an Ontario business, including basic setup support so the company starts on a clean legal footing.
Registration of a business name under Ontario's Business Names Act, needed when a sole proprietor or corporation operates under a name other than its own legal name, or a general partnership's name is not made up of the partners' names. The registration lasts five years.
Your minute book has not been touched since incorporation. Ontario's Business Corporations Act requires a corporation to keep its by-laws, shareholder resolutions, director and securities registers and, for most private corporations, a register of individuals with significant control, and a lawyer brings those records up to date before a lender or buyer asks to see them.
Documents for a shareholder transfer, founder exit, share buyback or other ownership change in a private corporation, done cleanly so the cap table stays defensible.
Help closing a corporation or business registration properly, with the resolutions, Ministry of Finance consent and filings Ontario requires, and advice on the claims that can still be brought after a corporation is dissolved.
Drafting or review of a contractor agreement that nails down services, payment, ownership of the work and termination, and flags where the real working arrangement may look like employment, since the CRA and Ontario's Employment Standards Act look at how the work is actually done, not just the contract.
A core policy package for small businesses: conduct, harassment, remote work, vacation, sick leave, discipline and privacy expectations, written down before you need to rely on them.
A search and Canadian trademark application for your brand name, logo or slogan, filed properly the first time so you are not rebranding in three years.
An agreement that transfers or confirms who owns creative work, software, designs or content, so the business actually owns what it paid to have created.
Drafting or review of terms for software, app or website development: milestones, payment, IP ownership, acceptance and support, agreed before the first invoice instead of after the first dispute.
A consultation for businesses dealing with a data breach or privacy incident, covering containment, notification obligations and what to put in writing while the clock is running.
A lawyer reviews the franchisor's disclosure document before you sign or pay. Ontario's Arthur Wishart Act generally requires you to receive it at least 14 days before either, and the lawyer flags the risks and what you are committing to.
Review of an asset purchase, share purchase or small business sale agreement before signing, focused on the liabilities, closing conditions and indemnities that decide who carries the risk.
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FAQ
Common Questions
How do I incorporate a business in Ontario?
Decide whether you want a named or a numbered company. A named one needs an Ontario-biased NUANS report from a private search company, and the name must include a word such as Limited, Incorporated or Corporation, or its abbreviation. File articles of incorporation through the Ontario Business Registry, yourself or through an intermediary, and pay the $300 government fee. Then file the initial return within 60 days and set up the corporate records the Act requires, including, for most private corporations, the register of individuals with significant control.
How much does it cost to incorporate in Ontario?
The Ontario government fee is $300. The initial and annual returns cost nothing to file, and registering a separate business name costs $60. A named corporation also needs a NUANS report, which private search companies sell at their own prices. Federal incorporation through Corporations Canada costs $200 online. Legal fees, if you use a lawyer, are separate.
Do I need a lawyer to incorporate my business?
No law requires one. Ontario lets you file online yourself or through an intermediary, although the ministry says it cannot give legal advice and suggests private legal counsel for that. A lawyer's opinion is formally required only in the narrow case of taking an identical name. Where a lawyer earns their fee is in the choices around the filing: share structure, a shareholder agreement and the records you are required to keep.
What is a shareholder agreement?
Ontario's Business Corporations Act recognizes two kinds of shareholder agreement: an agreement between some shareholders on how they will vote, and a unanimous shareholder agreement, a written agreement among all of them, which can take powers away from the directors. Shareholders who take on those powers also take on the directors' duties and liabilities.
What is a franchise agreement, and what must the franchisor give me first?
It is the contract that gives you the right to run a business under the franchisor's system in return for payments. In Ontario, the franchisor must in most cases give you a disclosure document at least 14 days before you sign the franchise agreement or pay any money for the franchise, other than a small refundable deposit. If it does not, or the document is deficient, you can rescind within 60 days of receiving it, or within two years of signing if you never received one. Both sides owe each other a duty of fair dealing.
When should a small business first talk to a lawyer?
Before signing anything you cannot easily undo, such as a lease, a franchise agreement, a partnership or bringing on a co-owner. For a franchise, Ontario law generally requires the franchisor to give you a disclosure document at least 14 days before you sign or pay, which leaves time for a review. When you incorporate, the corporation also takes on record-keeping duties, including, for most private corporations, a register of individuals with significant control.
Can I use a template NDA or shareholders agreement instead?
You can, and no law requires a lawyer to draft one. But a unanimous shareholder agreement under Ontario's Business Corporations Act has real legal effects that a template may not account for: it must be a written agreement among all the shareholders, anyone who later receives shares is generally treated as a party, and shareholders who take over directors' powers take on their liabilities too. A lawyer checks that the agreement does what you intend.
When do I have to register for GST/HST?
For most businesses, once taxable sales go over $30,000 in a single calendar quarter, or over four consecutive calendar quarters. Below that you are a small supplier and do not have to register. If you go over in a single quarter, registration takes effect no later than the day of the sale that took you past $30,000. If you go over across four quarters, you stop being a small supplier at the end of the month after the quarter in which you passed $30,000.
How does Olanur match my business with the right lawyer?
You describe the work in plain language, and Olanur's AI matches you with verified lawyers who handle that kind of file, in your province. Matching is free and you see each lawyer's expertise and consultation fees before booking.
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