1. Incorporator & Client Contact Details

First Name *

Middle Name

Last Name *

Date of Birth

Email Address *

Residential Street Address

City

Province

Postal Code

Work Phone

Mobile Phone

Photo ID provided? (driver's licence / passport / government-issued ID)

Yes No

Professional Advisors

Referring Lawyer — Name

Lawyer — Phone / Email

Accountant / Tax Advisor — Name

Accountant — Phone / Email

Does your accountant know about this incorporation?

Yes No

2. Business Identity & Corporate Name

Corporation type:

Numbered corporation (e.g., 1234567 Ontario Inc.) Named corporation

Proposed corporate name — 1st choice

Proposed corporate name — 2nd choice

Proposed corporate name — 3rd choice

Name reservation number (if applicable)

NUANS search date (must be within 90 days of filing)

NUANS name search completed?

Yes No

French form of corporate name (required if operating in Quebec)

Operating / trade name(s) different from legal corporate name

If different from your legal name, a separate registration under Ontario's Business Names Act may be required.

Trademark search conducted? (a NUANS search is not a substitute for trademark protection)

Yes No

3. Jurisdiction of Incorporation Federal (CBCA): $200 online, national name protection, 25% Canadian-director rule. Ontario (OBCA): $300–$360, no director-residency requirement since July 2021.

Incorporation jurisdiction:

Federal — CBCA Provincial — OBCA (Ontario) Other province (specify below)

Other province — specify:

Extra-provincial registration required outside home province?

Yes No Unsure

Will the corporation operate in Quebec? (French name + Charter of the French Language obligations)

Yes No

Is the business federally regulated? (banking, aviation, inter-provincial transport)

Yes No

Is a U.S. entity or cross-border structure needed?

Yes No

If yes to U.S. entity: discuss Delaware Straddle structure or ULC (AB/BC/NS) options with your accountant before proceeding.

4. Nature of Business & Activity Restrictions

Brief description of the corporation's business activities:

NAICS code (5-digit — mandatory for Ontario incorporations since Oct. 19, 2021):

Restrictions on business the corporation may carry on (if any):

Restrictions on powers the corporation may exercise (if any):

Regulated profession? (law, accounting, medicine, engineering, etc.)

Yes No

If yes, specify profession:

Regulated industry? (financial services, telecom, cannabis, broadcasting, etc.)

Yes No

If yes, specify industry:

5. Registered Office & Contact Information

Registered office street address (no P.O. boxes — must be a physical address in Ontario / Canada):

City

Province

Postal Code

Use law firm's address as registered office? (annual fee may apply)

Yes No

Mailing address (if different from registered office):

Official corporate email address (required for Ontario Business Registry):

Contact person — Name

Contact person — Phone

6. ⚠ Share Structure & Authorized Capital CRITICAL: Share structure is baked into the Articles of Incorporation and is costly to amend later. Consult your accountant before completing this section.

Classes of Shares to Authorize

Select all share classes to include in the Articles of Incorporation:

Common Shares (Voting) Common Shares (Non-Voting)

Preference / Special Shares (Voting) Preference / Special Shares (Non-Voting)

⚠ Rollover Shares (for Section 85 tax-deferred asset transfers) Custom Classes (Class A, B, C, etc.)

Multiple share classes preserve options for dividend sprinkling, estate freezes, and the Lifetime Capital Gains Exemption.

Describe custom share classes and attributes (or write "To be confirmed with accountant"):

Share Attributes (for each class)

Voting rights (votes per share, matters voted on):

Dividend rights (discretionary / fixed rate / cumulative / non-cumulative):

Priority on dissolution (ranking of claims to remaining property):

Redemption rights (corporation buy-back terms):

Retraction rights (shareholder-forced buy-back):

Par value:

No par value (recommended) Par value — specify below

Par value amount (if applicable):

Governance & Transfer Restrictions

Maximum number of shares per class:

⚠ Unlimited (recommended) Specified maximum — enter below

Maximum number (if specified):

Share transfer restrictions (required to maintain private issuer exemption under NI 45-106):

Consent of directors required Consent of >50% of voting shareholders Other restriction — describe below

Other restriction details:

Share issuance / transfer approval:

Board of Directors Shareholders Either

7. Directors

Number of directors:

Fixed number Flexible range (recommended — avoids Articles amendment when board changes)

Fixed number (if applicable)

Minimum

Maximum

Quorum for board meetings:

Federal corporations: at least 25% of directors must be resident Canadians (or 1 if fewer than 4 directors).

Director 1 / First Director

First Name

Middle Initial

Last Name

Address for service:

Director 1 — Resident Canadian?

Yes No

Director 2 (if applicable)

First Name

Middle Initial

Last Name

Address for service:

Director 2 — Resident Canadian?

Yes No

Director 3 (if applicable)

First Name

Middle Initial

Last Name

Address for service:

Director 3 — Resident Canadian?

Yes No

8. Officers

Officer Appointments

President — Full Name

Vice-President — Full Name

Secretary — Full Name

Treasurer — Full Name

Other officer(s) — Name and title:

Signing Authority

General signing authority for contracts (list by title or name):

Cheque / banking signing authority:

Banking signing requirement:

Single signature sufficient Dual signatures required

Contract signing authority (if different from general authority):

9. ⚠ Shareholders Date of birth and citizenship are mandatory for federal corporations under ISC Register (anti-money-laundering requirements).

Shareholder 1

Type:

Individual Holding company Trust Other entity

First Name

Middle Initial

Last Name

Residential address:

Date of Birth

Country of Citizenship

Canadian Tax Resident?

Share Class

Number of Shares

Price Per Share ($)

Ownership %

Total Consideration ($)

Spouse of another shareholder? (relevant for TOSI and attribution rules)

Yes No

If yes, spouse's name:

Shareholder 2 (if applicable)

Type:

Individual Holding company Trust Other entity

First Name

Middle Initial

Last Name

Residential address:

Date of Birth

Country of Citizenship

Canadian Tax Resident?

Share Class

Number of Shares

Price Per Share ($)

Ownership %

Total Consideration ($)

Spouse of Shareholder 1?

Yes No

Shareholder 3 (if applicable)

Type:

Individual Holding company Trust Other entity

First Name

Middle Initial

Last Name

Residential address:

Date of Birth

Country of Citizenship

Canadian Tax Resident?

Share Class

Number of Shares

Price Per Share ($)

Ownership %

Total Consideration ($)

Asset Transfers (Sole Proprietorship Conversion)

Are assets being transferred from a sole proprietorship into the corporation?

Yes No

If yes, a Section 85 rollover election may be required — consult your accountant before proceeding.

Describe assets to be transferred (equipment, inventory, receivables, goodwill, real property):

10. ⚠ Financial, Fiscal & Tax Planning Complete this section with your accountant. These decisions have significant and irreversible tax consequences.

Incorporation Viability

Estimated annual business income ($):

Annual personal living expenses needed ($):

Estimated annual surplus in corporation ($):

If surplus is below $10,000–$20,000/year, accounting and compliance costs may offset the tax deferral benefit.

Do you plan to eventually sell the business?

Yes No

If yes: incorporation enables the Lifetime Capital Gains Exemption ($1,016,836, indexed annually) — not available to sole proprietors.

Compensation Strategy

Preferred compensation approach:

Salary (creates RRSP room + CPP pensionable earnings, deductible to corporation) Dividends (no CPP, no RRSP room, lower payroll burden) Mix of salary and dividends (proportions to be confirmed with accountant)

Do you need RRSP contribution room?

Yes No

Do you want CPP pensionable earnings?

Yes No

Is income splitting with family members desired? (subject to TOSI rules since 2018)

Yes No

If yes, list family members' names, ages, and approximate income:

Approximate current personal marginal tax rate (%):

Fiscal Year & Compliance

Proposed fiscal year-end (MM/DD — confirm with accountant):

Fiscal year cannot exceed 53 weeks. The T2 corporate return is due 6 months after year-end.

HST / GST registration required? (mandatory once annual revenue exceeds $30,000)

Yes No

Who will handle HST/GST registration?

Client Accountant Law firm

Will the corporation have employees? (triggers CRA payroll account registration)

Yes No

Will the corporation hold passive investments?

Yes No

Passive income over $50,000/year begins reducing the small business deduction; eliminated at $150,000.

Estate & Succession Planning

Is a holding company structure appropriate? (asset protection, creditor-proofing retained earnings)

Yes No Unsure

Is a family trust being considered as a shareholder?

Yes No Unsure

Family trusts are subject to the 21-year deemed disposition rule and TOSI constraints.

Estate planning and succession goals (describe briefly):

11. Shareholders' Agreement Strongly recommended when there is more than one shareholder.

Will the shareholders enter into a shareholders' agreement?

Yes No Unsure

Number of shareholders:

A separate shareholders' agreement questionnaire will be provided if applicable — covering buy-sell provisions, shotgun clause, dispute resolution, drag-along/tag-along rights, death/disability triggers, and valuation methodology.

Additional notes regarding the shareholders' agreement:

12. Regulatory Compliance & Special Considerations

If yes, describe IP assets:

Other regulatory considerations or special circumstances:

13. Corporate Records & Administration

Minute book format:

Electronic / digital Physical binder

Corporate seal required? (not legally required, but some banks request one — approx. $100)

Yes No

Will the law firm prepare ongoing annual resolutions and maintain the minute book?

Yes No

Post-incorporation steps will include: corporate by-laws, organizational resolutions, initial return filing, business licences, and WSIB registration (if applicable).

Additional administration notes:

14. Timing & Special Instructions

Target incorporation date:

Rush processing required? (additional fees may apply)

Yes No

Additional information or special instructions:

By submitting this questionnaire, I confirm that the information provided is accurate and complete to the best of my knowledge, and I understand that share structure and fiscal year-end choices may have significant and irreversible tax consequences. I confirm I have been advised to consult a qualified accountant before finalizing those decisions.

Client Full Name *

Date *

Questionnaire Received

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Questionnaire Received

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Who is Sonya Szabo and what are her qualifications?

What makes Zābo Law different from other business lawyers?

Do I need to be in Ontario to work with Zābo Law?

What's the Start Right Business Kit?

How much do Zābo Law services cost?

Can I get a free consultation before deciding?

What if I already have some legal documents or contracts?

How long does the Legal process take?

Do you work with businesses outside Canada?

What types of businesses do you work with?

What do I need to know about running a business legally?

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