Ontario (OBCA) corporate records guide
Ontario corporations operate under the OBCA, with filings to the Ontario Business Registry (since 2021) via Service Ontario. The OBCA tracks the federal CBCA on most issues, with Ontario-specific provisions on Notice of Change and Initial Return.
| Registry | Ontario Business Registry (Service Ontario) |
|---|---|
| Registered office | Must be in Ontario |
| Director residency | Abolished 2021 (formerly 25% Canadian-resident) |
| ISC register | Required for private OBCA corporations since 2023 |
| Annual return | Anniversary date, $30-$40 online via Ontario Business Registry |
Topic guides for Ontario
Four jurisdiction-specific guides covering the records you must keep and the filings you must make under OBCA:
Minute book
Records under OBCA s. 140, articles, bylaws, minutes, registers, securities register, plus ISC register under s. 140.1.
View Ontario minute bookShare certificate
Share certificate content under OBCA s. 56; uncertificated shares permitted under s. 54.
View Ontario share certificateAnnual return
Filed via Ontario Business Registry on anniversary date. Moved from CRA filing to Service Ontario in 2021. $30-$40.
View Ontario annual returnShare register
Securities register under OBCA s. 141; shareholder list under s. 145 available to any person on declaration of purpose.
View Ontario securities registerDirectors’ resolutions
Resolution in lieu under OBCA s. 129; conflict-of-interest rules under s. 132.
View resolutions guideAnnual meeting
Annual meeting within 15 months / 6 months under OBCA s. 94; resolution in lieu under s. 104.
View annual meeting guideAbout Ontario incorporation
Ontario is Canada's most populous province and the home of most Canadian financial-sector and tech-sector corporations. The OBCA is closely modeled on the federal CBCA but has its own filing infrastructure (the Ontario Business Registry, operated by Service Ontario since 2021). For corporations operating exclusively in Ontario, OBCA incorporation is typically simpler than CBCA + extra-provincial registration.
The 2021 changes you should know about
Ontario implemented two major changes in 2021 that affect ongoing OBCA compliance:
- Annual returns moved from CRA to Service Ontario: Until May 2021, OBCA annual returns were filed as a schedule of the federal T2 tax return. Since then, they are filed directly with the Ontario Business Registry. Many small businesses initially missed this change and faced compliance gaps that Service Ontario addressed with grace periods.
- Director residency abolished: The OBCA's 25% Canadian-resident director requirement was repealed effective July 2021. Ontario corporations can now have entirely non-resident boards, which simplified cross-border startup structures considerably.
Octelligence's OBCA templates match the post-2021 filing structure with Ontario Business Registry, the s. 140.1 ISC register obligation for private corporations, and the OBCA share certificate format. Document wizards generate jurisdiction-appropriate resolutions and notices.
See Digital Corporate RecordsJurisdiction-aware templates, statutory citations built in, and a record that survives diligence anywhere.