
📌 Key Findings: 5-Jurisdiction Comparison
- Federal CBCA: $200 (lowest cost), Canada-wide name protection, can include “Canada” in name; currently requires 25% Canadian-resident directors
- Ontario OBCA: $300, no director residency requirement since 2021, NUANS name report needed; default choice for Ontario-only operations
- Quebec QBA: $356 registration + $95 REQ annual; French name mandatory; civil law framework applies
- BC BCA: $350, most internationally accessible — no residency requirement for directors; popular startup choice for foreign founders
- Alberta ABCA: $275, director residency eliminated March 2021; local Alberta agent for service required
Federal vs. Provincial: The Core Question
When you incorporate in Canada, you choose a jurisdiction: federal (governed by the Canada Business Corporations Act, CBCA, administered by Corporations Canada) or one of ten provincial or territorial regimes. Both routes create a valid legal corporation. The differences lie in governance rules, ongoing costs, name protection scope, and director qualification requirements.
A common misconception: you must incorporate in the province where you do business. That is false. A federal corporation can operate in any province — it just needs to register as an extra-provincial corporation in each province where it carries on business (an additional filing of $300–$480 per province). Likewise, an Ontario corporation wanting to operate in BC must file as an extra-provincial corporation there.
Five-Jurisdiction Comparison Table
| Factor | Federal CBCA | Ontario OBCA | Quebec QBA | BC BCA | Alberta ABCA |
|---|---|---|---|---|---|
| Filing fee | $200–250 | $300 | $356 | $350 (+$30 name) | $275 |
| Annual fee | $12 | $25 | ~$95 (REQ) | $43 | ~$50 |
| Director residency | ⚠️ 25% Canadian residents (amendment pending) | ✅ None (since 2021) | ✅ None | ✅ None (most flexible) | ✅ None (since March 2021) |
| Name protection | Canada-wide | NUANS report required | French name priority; REQ search | Name approval (+$30) | Name search |
| Registered office | Anywhere in Canada | Must be in Ontario | Must be in Quebec | Must be in BC | Alberta agent for service required |
| Multi-province ops | Extra-prov. registration each province | Extra-prov. registration each province | Extra-prov. registration each province | Extra-prov. registration each province | Extra-prov. registration each province |
Federal Incorporation (CBCA) — When It Makes Sense
Federal incorporation through Corporations Canada offers the broadest name protection in Canada: no other corporation incorporated under any jurisdiction can use the same or confusingly similar name nationally. The filing fee is $200–250 online — the lowest starting cost among all Canadian jurisdictions. The registered office can be in any province, giving you operational flexibility.
Director residency: CBCA currently requires that at least 25% of directors be Canadian residents (or at least one director where there are fewer than four directors). A proposed legislative amendment to remove this requirement was announced but had not received Royal Assent as of early 2026 — check the current Corporations Canada website before filing.
Extra-provincial registrations: A federal corporation must register as extra-provincial in each province where it “carries on business.” Ontario charges approximately $330, BC approximately $350, Quebec approximately $480 (including REQ registration). These costs should be budgeted at incorporation time if multi-province operations are planned from day one.
Ontario Incorporation (OBCA) — The Default for Ontario Operations
Ontario corporations are governed by the Ontario Business Corporations Act (OBCA) and incorporated through ServiceOntario online for $300. Ontario is the most economically active province in Canada, home to the Toronto financial district and the largest concentration of large enterprises and institutional clients.
2021 director residency change: Bill 213 removed the requirement for Ontario-resident directors, effective July 5, 2021. All-foreign director boards are fully permissible for Ontario corporations.
NUANS name report: Before submitting the incorporation application, you need a NUANS (Newly Upgraded Automated Name Search) report confirming the proposed name doesn’t conflict with existing corporations or trade names. Cost: $13.80–$75 depending on provider. The name must include a legal element (“Inc.”, “Ltd.”, “Corp.”, “Incorporated”, “Limited”, “Corporation”).
If your entire operation is in Ontario and you have no immediate plans to expand nationally, OBCA is the most straightforward path. If you plan multi-province operations from launch, weigh CBCA’s higher up-front cost against the administrative simplicity of a single national charter.
Quebec Incorporation (QBA) — The Civil Law Jurisdiction
Quebec corporations are governed by the Loi sur les sociétés par actions (LSA/QBA) and must register with the REQ (Registre des entreprises du Québec). Filing fee: approximately $356. The registered office (siège social) must be in Quebec.
Language requirement: The corporate name must include a French-language name. English-only names are prohibited. A bilingual name (French + English) is permissible, but French must have visual and functional priority in all signage, materials, and public communications. Non-compliance can result in OQLF ordering a name change.
Annual declaration: Each year, the company must file an annual declaration (déclaration annuelle) with REQ, reporting any changes to officers, directors, or address. Fee approximately $95. Missed filings result in penalties and eventual dissolution.
Civil law framework: Unlike all other provinces, Quebec operates under civil law (Civil Code of Quebec, CCQ) rather than common law. Shareholder agreements, contract interpretation, and director duties all have civil law dimensions. Legal documents drafted without Quebec counsel may be unenforceable or interpreted differently than intended.
BC Incorporation (BCA) — The International Founder’s Choice
BC corporations are governed by the Business Corporations Act (BC) and incorporated through BC Registry online for $350 ($30 additional for name approval). BC has no director residency requirement — the most permissive of all Canadian jurisdictions on this point — making it the default choice for international founders without Canadian-resident co-founders.
Registered office: Must be in BC. Registered agent services are available for approximately $150–$300 per year if no physical BC address is maintained.
Startup ecosystem: BC (particularly Vancouver) has a strong startup ecosystem with established VC networks, the BC Tech Association, and proximity to Seattle. BC corporations are well-recognized by US and international investors.
Alberta Incorporation (ABCA) — Lean Cost Structure
Alberta corporations are governed by the Business Corporations Act (Alberta) and incorporated through Service Alberta online for $275. Director residency requirements were eliminated on March 29, 2021. Alberta offers a pro-business regulatory environment with no provincial sales tax and the lowest combined corporate tax rate of any province (2% provincial + 9% federal SBD = 11% all-in on first $500K).
Agent for service: All Alberta corporations must maintain an Alberta-based individual as agent for service of legal documents. If no director or officer lives in Alberta, a registered agent service can fulfill this requirement.
Decision Matrix
| Your Goal | Best Choice |
|---|---|
| Ontario-only operations, no foreign founders | OBCA |
| National operations, want “Canada” in name | CBCA |
| Foreign founders, no Canadian-resident directors | BC BCA or OBCA (post-2021) |
| Primarily Quebec operations | QBA or CBCA + Quebec extra-provincial |
| Lowest startup cost | CBCA ($200) or Alberta ($275) |
Five Immediate Post-Incorporation Steps
- Open a corporate bank account: Never co-mingle personal and corporate funds — doing so risks piercing the corporate veil
- Apply to CRA for a Business Number (BN): Needed to open GST/HST accounts, payroll accounts, and corporate tax accounts
- Build your minute book: Includes organizational meeting minutes, share certificates, shareholder register, and director register
- Draft and execute a shareholders agreement: Before any dispute arises; see S4-4 for the eight essential clauses
- Quebec extra step: Complete REQ registration, confirm French name compliance, and review Bill 96 employer obligations (see S4-3)
Sources: Corporations Canada (ised-isde.canada.ca/site/corporations-canada); ServiceOntario (ontario.ca); REQ (registreentreprises.gouv.qc.ca); BC Registry (corporateonline.gov.bc.ca); Service Alberta; Ontario Bill 213 (2021); Alberta director residency amendment (McMillan LLP, March 29, 2021).
📚 SiLaw Canadian Business & Startup Law Series Job-S4
- S4-1: Business Structure Comparison — Sole Prop vs Partnership vs Corporation
- S4-2 (this article): Federal vs Provincial Incorporation — Cost, Requirements, Best Fit
- S4-3: Quebec Registration: French Name, REQ, Bill 96 Employer Obligations
- S4-4: Shareholders Agreement — 8 Clauses That Protect Your Company
- S4-5: IP Protection — Trademark, Patent, NDA: What to Do First
- S4-6: First Outside Funding — SAFE vs Convertible Note + SR&ED Tax Credits
- Series Hub: Job-S4 Business & Startup Law Overview

