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Corporate Law ยท Incorporation
Ontario vs. Federal Incorporation OBCA or CBCA?
OntarioCanada
Both options produce a valid corporation, but with different name rights, reporting obligations, and where you can legally carry on business. Here is how to decide.
The Two Options
In Canada, you can incorporate either provincially under the Ontario Business Corporations Act (OBCA) or federally under the Canada Business Corporations Act (CBCA). Both create a corporation with limited liability, but they differ in important ways.
Side-by-Side Comparison
| Feature | Ontario (OBCA) | Federal (CBCA) |
|---|---|---|
| Filing fee | $300 | $250 online |
| Name protection | Ontario only | Across all of Canada |
| Director residency | 25% must be Canadian residents | 25% must be Canadian residents |
| To operate in another province | Must register extra-provincially | Still must register extra-provincially |
| Annual return filed with | Ontario Business Registry | Corporations Canada |
| Shareholder meetings | Must be held in Ontario (unless bylaws say otherwise) | Anywhere in Canada |
When to Choose Federal
- You plan to operate under the same corporate name across multiple provinces
- You want nationwide name protection from day one
- Your investors or venture capital partners prefer CBCA (common in startup financing)
When to Choose Ontario
- Your business operates primarily or exclusively in Ontario
- You want a simpler ongoing compliance structure
- You are forming a professional corporation these are governed provincially
Bottom line: For most Ontario-focused businesses, provincial incorporation is sufficient and marginally simpler. Federal makes sense when national operations or national name protection matter from the outset. Either way, the decision has long-term implications get legal advice before choosing.