Do You Need a Lawyer to Incorporate in Ontario?
- Jul 3, 2023
- 3 min read
Many business owners in Ontario ask whether they actually need a lawyer to incorporate. Online platforms make incorporation appear quick and inexpensive.
Accountants often offer incorporation as part of their services. The process itself can look largely administrative.
As a result, many businesses incorporate without legal advice.
The real question is not whether you can incorporate without a lawyer. It is whether doing so is appropriate for your business, your risk profile, and your long term plans.
Why Many Businesses Skip Legal Advice at Incorporation
Business owners commonly skip legal advice for practical reasons.
These include:
Desire to minimize startup costs
Belief that incorporation is a simple filing
Reliance on online incorporation platforms
Assumption that accountants handle incorporation fully
Lack of awareness of downstream legal implications
In the early stages, incorporation issues are often invisible. Problems tend to surface later, when the structure is already in place.
What Incorporation Actually Involves
Incorporation is not just about filing articles.
It also involves:
Choosing the correct jurisdiction
Determining share structure and ownership
Understanding director and shareholder obligations
Aligning the corporation with contracts and operations
Anticipating future growth, partners, or financing
Filing the corporation is only one part of the process.
Where Online and DIY Incorporation Often Falls Short
Online incorporation services are designed for speed, not strategy.
Common issues include:
Default share structures that are not appropriate
No consideration of future partners or investors
Lack of advice on shareholder agreements
No assessment of liability exposure
No review of regulatory or industry specific requirements
These services complete the filing, but they do not advise on whether the structure makes sense.
The Role of Accountants in Incorporation
Accountants play a critical role in tax planning and financial reporting. However, incorporation involves legal issues that go beyond tax.
Accountants typically do not:
Advise on legal liability or risk allocation
Draft or assess shareholder agreements
Address governance and control issues
Ensure compliance with professional or regulatory rules
Align incorporation with contractual risk
This is not a criticism. It reflects the different roles professionals play.
When Legal Advice Is Especially Important
Legal advice is particularly valuable if:
You are entering into contracts early
You plan to bring on partners or investors
You are operating in a regulated profession
You expect growth or acquisition interest
You want flexibility in ownership and control
You want to limit personal liability effectively
In these cases, incorporation decisions made early have long term consequences.
Common Mistakes Made Without Legal Guidance
Some of the most frequent issues we see include:
Incorrect or overly simple share structures
Lack of shareholder agreements
Incorporating federally when provincial incorporation was sufficient
Using incorporation templates without customization
Discovering issues during financing or due diligence
Correcting these mistakes later often costs more than addressing them properly at the outset.
What Business Owners Often Say After the Fact
Looking back, many business owners say they:
Assumed incorporation was purely administrative
Did not realize how structure affected control and risk
Would have sought legal advice earlier
Ended up paying more to fix avoidable issues
Incorporation is rarely regretted. Poor structuring often is.
Can You Incorporate Without a Lawyer?
Yes, it is legally possible to incorporate without a lawyer in Ontario.
Whether it is advisable depends on:
The complexity of your business
Your risk tolerance
Your growth plans
Your comfort with legal structure and compliance
For some simple, low risk businesses, DIY incorporation may be sufficient. For many others, legal advice provides clarity, protection, and flexibility that far outweighs the initial cost.
How to Decide What Is Right for You
A useful way to assess this decision is to ask:
What contracts will the corporation sign
What liability will the business assume
Who may own or control the company in the future
What happens if the business grows faster than expected
Incorporation should support your business, not limit it.
Book a Consultation
If you are considering incorporating in Ontario and want to ensure your structure aligns with your business goals, risk profile, and future plans, you can Book a Consultation to discuss your situation and next steps.
