What is a certificate of incorporation, and why does it matter for a new corporation? A certificate of incorporation is the government document confirming that a corporation has been legally created.
This guide explains how a corporation comes into existence in Canada, what the certificate of incorporation actually proves, and how to get one in Ontario or federally. It also explains how it differs from a certificate of status.
Key Takeaways
- A certificate of incorporation is government confirmation that a corporation legally exists.
- Setting up a corporation in Canada is a two-step process: government approval, then internal organization.
- The certificate of incorporation completes step one only. The corporation still needs organizational resolutions.
- In Ontario, incorporation is filed online through the Ontario Business Registry.
- Federal corporations are incorporated through Corporations Canada.
- The certificate shows the date of incorporation, the corporation number, and the corporation's legal name.
- A certificate of status is a different document that confirms a corporation's current standing.
This guide draws on more than ten years of experience advising founders through the incorporation process in Ontario.
How a Corporation Comes Into Existence in Canada
A corporation is a separate legal entity. Our article on what a corporation is explains what that means. The practical question is how that separate entity actually comes into existence.
Business corporations in Canada can be created under provincial law, such as Ontario's Business Corporations Act, or under the federal Canada Business Corporations Act. Either way, it helps to think of the process in two steps.
Step one is government approval. The founders file articles of incorporation with the provincial or federal government. If the filing is in order, the government issues the certificate of incorporation, and the corporation legally exists.
Step two is internal organization. The corporation adopts its first resolutions. These typically adopt by-laws, confirm or elect directors, appoint officers, and issue shares to the shareholders.
The two steps are closely connected. In practice, step two should follow immediately after step one.
What Does a Certificate of Incorporation Actually Represent?
The certificate of incorporation represents the completion of step one. It confirms that the corporation legally exists as a separate entity.
It does not confirm that step two has happened. A certificate of incorporation does not mean the corporation has by-laws, appointed officers, or issued shares. Those still require organizational resolutions.
This distinction is where most of the confusion comes from. The certificate is proof of legal existence, not proof that the corporation is fully organized and ready to operate.
Ontario vs. Federal Certificate of Incorporation
The certificate looks and works much the same way for Ontario and federal corporations, but it is issued through different systems.
Getting an Ontario Certificate of Incorporation
Ontario corporations are incorporated online through the Ontario Business Registry. The incorporator files the articles of incorporation, which set out details such as the corporation's name, registered office address, first directors, and share structure.
If the corporation will have a name rather than a number, the filing must generally be supported by an Ontario-biased NUANS name search report. A numbered company does not need a NUANS report. Our article on naming a new corporation explains how the name search works.
Once the filing is accepted, the government issues the certificate and articles of incorporation. The certificate shows:
- the date of incorporation
- the Ontario Corporation Number
- the corporation's legal name
Getting a Federal Certificate of Incorporation From Corporations Canada
Federal corporations are incorporated through Corporations Canada, part of Innovation, Science and Economic Development Canada. The incorporator files the articles of incorporation and the information about the registered office and first directors, along with a NUANS report if the corporation will have a name.
Once the filing is accepted, Corporations Canada issues the certificate of incorporation with the articles. The federal certificate shows the same core details: the date of incorporation, the corporation number, and the corporation's legal name.
A federal corporation that carries on business in Ontario or another province generally also needs to register in that province.
Why the Certificate of Incorporation Is Not the Final Step
Getting the certificate of incorporation can feel like the finish line, but it is only the halfway point.
After receiving the certificate, the corporation still needs to complete step two by adopting its first directors' and shareholders' resolutions. Without them, it may have no by-laws, no officers, and no issued shares, even though it legally exists.
Skipping step two creates real problems. It may be unclear who can act for the corporation or who owns it, and banks, investors, and buyers will ask to see these records. The organizational resolutions, along with the certificate and articles, should be kept in the corporation's minute book.
Why the Certificate of Incorporation Matters in Practice
The certificate of incorporation is a working document that the corporation will be asked for regularly.
Banks generally require it, along with the articles and other corporate records, before opening a corporate account. Landlords, suppliers, licensing bodies, and regulators may also ask for it to confirm the corporation exists. Investors and lenders often request it during due diligence.
Because it is requested so often, keep the certificate and articles of incorporation together in the minute book, with copies easy to access.
Certificate of Incorporation vs. Certificate of Status
Founders sometimes confuse the certificate of incorporation with a certificate of status. Depending on the jurisdiction, a certificate of status may also be called a certificate of compliance or certificate of good standing.
The certificate of incorporation is issued once, when the corporation is created. It records the corporation's creation and does not change or expire.
A certificate of status can be requested at any time after incorporation. It confirms that the corporation currently exists and is in good standing, which generally depends on the corporation keeping up with required filings such as annual returns.
Banks, landlords, and other parties often ask for a recent certificate of status rather than the certificate of incorporation, especially for a corporation that has been operating for some time.
When to Involve a Lawyer
The best time to involve a lawyer is before you incorporate, so you can choose between Ontario and federal incorporation, settle the name and share structure, and have the organizational resolutions ready to sign as soon as the certificate is issued.
It is also worth getting advice if your corporation was incorporated but never completed its organizational resolutions, or if a bank, investor, or buyer has asked for corporate records you cannot find.
The Bottom Line on a Certificate of Incorporation
A certificate of incorporation confirms that a corporation legally exists. It represents the completion of step one, government approval, and is issued through the Ontario Business Registry for Ontario corporations or Corporations Canada for federal corporations.
It does not mean the corporation is fully organized. Step two, the organizational resolutions, still needs to happen before the corporation has proper by-laws, officers, and shareholders.
If you are incorporating a new business in Ontario or federally, our team at Levine Law can guide you through both steps. We can file the right application and prepare the organizational resolutions your corporation needs.
Frequently Asked Questions
What is a certificate of incorporation?
A certificate of incorporation is the government document confirming that a corporation has been legally created. It is issued with the articles of incorporation and shows the date of incorporation, the corporation number, and the corporation's legal name. It proves the corporation exists, but not that it has been fully organized with by-laws, officers, and issued shares.
Does a certificate of incorporation mean the corporation is fully set up?
No. The certificate confirms legal existence only, which is step one. The corporation still needs organizational resolutions to adopt by-laws, confirm directors, appoint officers, and issue shares. Without them, it may be unclear who can act for the corporation or who owns it. These records belong in the corporation's minute book, along with the certificate and articles.
How do you get a certificate of incorporation in Ontario?
Ontario corporations are incorporated online through the Ontario Business Registry. The incorporator files articles of incorporation setting out the name, registered office, first directors, and share structure. If the filing is accepted, the government issues the certificate and articles of incorporation. Federal corporations are incorporated through Corporations Canada instead.
Do I need a NUANS report to get a certificate of incorporation?
Only if the corporation will have a name. A named corporation generally needs a NUANS name search report, which must be Ontario-biased for an Ontario corporation. A numbered company does not need one, and can register a business name later if needed. Our article on naming a new corporation explains how the NUANS search works.
Is a certificate of incorporation the same as a certificate of status?
No. The certificate of incorporation is issued once, when the corporation is created, and does not change. A certificate of status can be requested at any time and confirms the corporation currently exists and is in good standing, which generally depends on keeping up with required filings. Banks and landlords often ask for a recent certificate of status for established corporations.