TL;DR
Most Canadian small businesses do not need a lawyer to incorporate. The government online portals do the same job for $200 instead of $2,000. There are four situations where legal help is worth the money. If your situation is not one of those four, save the cash.
Most Canadian small businesses do not need a lawyer to incorporate. The government online portals do the same job for $200 instead of $2,000. There are four situations where legal help is worth the money. If your situation is not one of those four, save the cash.
This is the question I get most often from new owners. The honest answer makes lawyers uncomfortable and accountants nervous. So I will say it plainly.
The Problem: Owners Pay for Things They Do Not Need
The standard incorporation package from a Canadian small business lawyer runs $1,500 to $3,500. The package includes the government filing, a NUANS search, a custom share structure, a minute book, organizational resolutions, and a corporate seal that nobody uses anymore.
According to Corporations Canada, federal incorporation through the Online Filing Centre costs $200 and is processed within one business day. The same task. The same outcome. A 90 percent discount.
I have seen owners pay $2,800 for an incorporation that produced a single class of voting common shares, two directors, and a minute book that sat untouched for three years. That is the most common package. It is also the package you do not need a lawyer for. The online portal asks the same questions and produces the same legal entity.
The Four Situations Where You Do Need a Lawyer
Legal help is worth the money in specific situations. If your situation is one of these four, hire the lawyer and do not negotiate.
- Multiple founders or shareholders. If two or more people are putting in money or sweat equity, you need a shareholder agreement. That is a custom legal document, not a checkbox. Shareholder agreements settle who owns what, what happens if someone leaves, what happens if someone dies, and how decisions get made. A bad one or no one at all is the single most expensive mistake in Canadian small business.
- Outside investment. If you are taking money from anyone other than a founder, including friends and family, you need a lawyer to structure the share classes and the subscription documents. Mistakes here trigger CRA reassessments and securities law violations.
- Multiple share classes for tax planning. If your accountant wants you to issue family trust shares, freeze shares, or holding company structures, you need a corporate lawyer to draft the share provisions correctly. The tax savings are real but they only work if the legal documents match the tax intent.
- Industry-specific regulation. Healthcare, financial services, cannabis, alcohol, and immigration consulting all have professional corporation rules or licensing requirements that interact with incorporation. Do not DIY these.
If you are a single founder, no outside investors, no fancy share structure, and no regulated industry, you do not need a lawyer to incorporate. You need 30 minutes and the online portal.
The CFO Perspective
The legal industry sells incorporation packages because they are easy revenue. The actual legal work in a vanilla incorporation is 20 minutes. The rest is admin that the government portal handles for free.
"Pay for the lawyer when there is something to negotiate. A blank-slate incorporation has nothing to negotiate." Peter Xia, CPA
One of my clients is a $400,000 revenue solo consultant. She had been told for two years that she needed to spend $2,500 to incorporate "properly." In November 2024 we incorporated her federally through the online portal in 25 minutes for $200. We used a single class of common voting shares, two directors (her and her spouse for tax flexibility), and the standard minute book template I send to clients. Total spend: $200 for the filing, $30 for NUANS, and $0 for the rest. Two years from now, if she brings on a partner or takes investment, she will hire a lawyer at that point. The lawyer's bill will be the same whether she did the original incorporation herself or paid $2,500 for it. The DIY route saved her $2,300 she put into a high-interest savings account inside the corporation instead.
The other rule: if you do incorporate yourself, get an accountant involved before year one ends. The legal entity is easy. The tax elections, payroll setup, and dividend versus salary decisions need a CPA who knows what they are doing.
How to Incorporate Without a Lawyer
- Pick a structure and jurisdiction. Single-class voting common shares is fine for solo founders. Federal or provincial depends on whether you operate across provinces.
- Run a NUANS report through a certified search house. $13 to $75. Pick a name that does not conflict.
- File on the Corporations Canada Online Filing Centre or your provincial registry portal. Federal is $200. Provincial varies. Allow 30 minutes.
- Set up a minute book using a free template. Initial directors' resolutions, share issuance, and registered office are the only entries you need on day one.
- Get a business number from the CRA. Register for GST or HST, payroll, and any other accounts you need.
- Hire an accountant for year-end. The accountant catches anything the DIY incorporation missed and handles the tax elections that actually save money.
The Bottom Line
Most Canadian small businesses do not need a lawyer to incorporate. Pay for the lawyer when there is a co-founder, an investor, a custom share structure, or a regulated industry. Otherwise the online portal does the same job for 90 percent less. If you want the incorporation checklist I send to new clients, book a free call at peterxiacpa.com/book.
Next step: check the free incorporation calculator.
Frequently Asked Questions
- Can I really incorporate online myself?
- Yes. Corporations Canada has an online portal that walks you through federal incorporation in about 30 minutes. Provincial registries have similar systems. You fill in directors, share structure, registered address, and pay the fee. The certificate is issued the same day in most provinces.
- What is in a typical lawyer incorporation package?
- Most packages bundle the government filing, a NUANS report, a custom share structure, a minute book, the corporate seal, organizational resolutions, and director and officer registers. The legal value is mostly in the share structure and the resolutions. The rest is paperwork you can do yourself or with an accountant.
- If I incorporate myself, do I still need a lawyer later?
- Possibly. If you bring on a co-founder, raise capital, sign a major commercial lease, sell the business, or face a shareholder dispute, hire a lawyer at that point. Self-incorporating at the start does not lock you out of legal help later. It just postpones the spend until there is something specific to spend it on.
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