Glossary: Legal & Business Terms Explained

Understand the key terms you’ll encounter during the incorporation process — step by step, in plain English.
Thank you! Your submission has been received!
Oops! Something went wrong while submitting the form.
Starting Your Corporation
Articles of Incorporation
The main legal document that governs your company. It is filed with the Ontario Business Registry and contains your company’s name, share structure, registered office, and more.
Business Number (BN)
A unique 9-digit number automatically assigned to your company by the Canada Revenue Agency at incorporation. It is separate from your company's Ontario Corporation Number.
Certificate of Incorporation
This is your company's "birth certificate". It is issued by the government and contains the date your company was incorporated.
Incorporation
The legal process of creating a corporation - a business that exists as its own separate legal entity, distinct from its owners/shareholders.
Name Reservation (NUANS Report)
A required name search report to ensure your business name is available. Any name that is available on the date of the NUANS Report is reserved for 90 days.
Named Company
You choose the name (e.g., “ABC Design Inc.”). Allows you to brand your company right away.
Numbered Company
The government assigns a number as your company's name (e.g., “1234567 Ontario Inc.”). Often used when speed is more important than branding.
Online Incorporation
Filing your incorporation paperwork through a digital platform (like ours), instead of going through a lawyer or mailing paper forms. Faster, simpler, and often more affordable.
Ontario Corporation Number (OCN)
A unique ID given to your business by the Ontario government once you incorporate. It is separate from your company's business number which is issued by the Canada Revenue Agency.
Registered Office Address
The official address of your corporation where legal documents and government mail are sent. It must be a physical address, not a P.O. Box.
Resolutions
Formal decisions made by the directors or shareholders (like appointing officers or issuing shares). These are recorded in your company's minute book.
Share Certificates
Physical representation of shares issued. Shares do not need to be certificated in Ontario.
Shares and Per Share Value
Shares represent ownership in your corporation. Each share can be assigned a dollar value when issued (e.g., $1 per share). You decide how many shares to issue and at what price.
Business Types & Roles
Corporate Subsidiary
A company that’s owned by another company (the parent). Useful for structuring multiple brands or separating business risks.
Professional Corporation
A special type of corporation for licensed professionals (like doctors, lawyers, or accountants). There are stricter rules around naming, ownership, and what business it can conduct.
Shareholder, Director, and Officer
Shareholder: Owns the company. Director: Legally responsible for the company’s actions and governance. Officer: Handles the day-to-day operations (e.g., CEO, Treasurer). In small businesses, one person often fills all three roles.
Sole Proprietor
A business owned and operated by one person, without incorporation. It’s simple, but offers no legal separation between you and the business.
Solo Entrepreneur
A single person starting and running a business. Could be incorporated or operating under a sole proprietorship.
Standard Business Incorporation
The legal process of creating a corporation. It gives your business a separate legal identity from you personally.
Post-Incorporation: Documents & Registers
Annual Return
A yearly update to the Ontario Business Registry confirming your corporation’s info. It is not the same as a tax return.
Company By-laws
Rules that define how your corporation is run - like how to hold meetings, appoint officers, or issue shares.
Corporate Tax Return
Filed with the Canada Revenue Agency (not the Ontario Business Registry). It’s your corporation’s income tax return, required every year even if your company has not made any money.
Initial Return
A form that tells the Ontario government about your directors and registered office. Must be filed within 60 days of incorporating.
Minute Book
A physical or digital record that contains all your company’s key legal documents: articles, resolutions, share records, by-laws, and more. It’s legally required in Ontario.
Organizing Resolutions
Initial decisions made by the directors and shareholders to set up the corporation, such as approving by-laws, appointing officers, and issuing the first shares.
Registers & Records
Annual Director Resolution
A document signed annually by the directors to confirm key business decisions, such as approving financial statements and appointing officers for the upcoming year.
Annual Shareholder Resolution
A document signed annually by shareholders to confirm key business decisions, such as approving financials or electing directors for the upcoming year.
Beneficial Owner Register
A required record showing who has "true ownership" of the company (even if they’re not directly listed as shareholders). Helps with anti-money laundering compliance.
Company Key
A confidential code issued by the Ontario Business Registry. It lets you access and manage your company’s profile online. Don’t lose it!
Director and Officer Register
A record of all individuals who have served as directors or officers, including their names and dates of appointment and/or removal.
Share Register
A record of all share ownership - who owns how many shares, when they were issued, and at what price.