Professional Corporations. Please be advised that Chartered Professional Accountants of Ontario cannot provide legal advice, interpret the law or conduct research. The information provided below is intended as a general guide only. Terms and Regulatory Information. A “professional corporation” (PC) means a corporation incorporated under the Ontario Business Corporations Act, which has as its only shareholder(s) a Member or Members. A “registration certificate” means a certificate issued under the Act, Bylaws, or Regulations to a professional corporation permitting the PC to engage in providing accounting services to the public. A “certificate of authorization” means a certificate of authorization issued to a professional corporation pursuant to the Public Accounting Act, 2. PC to engage in the practice of public accounting. To obtain a certificate of authorization, at least one shareholder of the PC must hold a current public accounting licence. A “licence” means a licence issued to a Member pursuant to the Public Accounting Act, 2. Member to engage in the practice of public accounting. A PC may not offer or provide public accounting or accounting services to the public unless it is registered in accordance with the regulations and such registration is in good standing. Any significant changes in practice, composition or structure must be sent in writing ten (1. A significant change includes but is not limited to any change in shareholder, director, officer, articles of incorporation, or dissolution. Please complete the Professional Corporation Update Form 4- 6. B. A professional corporation must have a physical office location and all office locations providing services or carrying on business in Ontario must be registered. The name of the professional corporation must include “Professional Corporation” or “Soci. Applications are usually processed within 3 to 5 weeks of the date of receipt of the completed application. Processing time increases during periods of high volume. Articles submitted to CPA Ontario must have been certified within the last 9. If greater than 9. Certificate of Status issued by the Ministry must be included with the application form. Electronically filed articles of incorporation are accepted. Acceptable method of submission: Email: customerservice@cpaontario. Fax: 4. 16 9. 62. Mail: CPA Ontario. Ontario Business Corporations Act Pdf FilesBloor Street East. Toronto, ON M4. W 1. B3. Attn: Registrar’s Office. For more information, please contact the Registrar’s Office at 1 8. How to Register a Professional Corporation. Review relevant information on CPA Ontario’s website, including the Professional Corporation FAQ. Consider enrolling in the CPA Ontario Professional Development introductory course on professional corporations. Gather relevant forms and documentation: All new Professional Corporations will be registered using Form 4- 6. C. If the PC will be engaging in the practice of public accounting, apply for a Certificate of Authorization using Form 4- 6. D. Click here for additional information about public accounting in Ontario. Consider using the services of a legal professional. Consider requesting pre- approval for your firm name before incorporating. Information on firm names and how to have a name pre- approved can be found in the Professional Corporation FAQ. Ontario Corporation search products As a Service Provider under contract with Ontario's Ministry of Government Services., 1994 under the Ontario Business Names Act (Form 2). The report includes the business expiry date, business address, business. SAMPLE Articles of Incorporation (Notes: 1. The name of the corporation must include the words “Professional Corporation”. The liability of a shareholder(s) is set out in section 3.4 of the Ontario Business Corporations Act as follows: 3.4 (1) Subsection. Together with a cover letter and a Nuans search report with the Ministry of Government Services to incorporate an Ontario business corporation under the Business Corporations Act. To file your articles of incorporation, bring two copies of the Articles of. Incorporate your professional corporation with the Ontario Ministry of Government and Consumer Services. Please note that professional corporations must have an Ontario Corporation Number (OCN) to be registered with CPA Ontario. Ensure that the Mandatory Professional Liability Insurance Declaration section of Form 4- 6. C is complete. If the PC is a new registration, insurance coverage must be in effect prior to the first business day. Proof of insurance coverage must be provided annually to CPA Ontario and within two (2) months of the policy commencement date. Click here for additional information about professional liability insurance requirements. Submit a completed Form 4- 6. C, the certified articles of incorporation, Form 4- 6. Ontario Business Corporations Act Pdf StudyD (if applicable) and fee remittance. If the professional corporation is a partner in a partnership, include Form 4- 6. A for the firm as well as the Ministry Form 6 reflecting the change in partners (not applicable for firms with more than 1. Extra- Provincial Registration of a PC Providing Services in Ontario. A PC located outside of Ontario is required to register their practice with CPA Ontario if the PC will be providing public accounting services in Ontario or accounting services to the public in Ontario. How to Apply for Extra- Provincial Registration: Complete the Professional Corporation Application for Registration Form 4- 6. C and, if applicable, the Professional Corporation Application for a Certificate of Authorization Form 4- 6. D. Attach Ministry- certified Extra- Provincial Corporation Form indicating an Ontario Corporation Number (OCN) and date of certification. Attach a copy of Articles of Incorporation certified by the provincial Ministry with which the professional corporation originally incorporated. Articles submitted to CPA Ontario must have been certified within the last 9. If greater than 9. Certificate of Status issued by the Ministry must be included with the application form. Where the professional corporation is seeking a certificate of authorization, one of the shareholders must hold a licence. The Derivative Action under the Ontario Business Corporations Act: A Review of Section 97 Michael St. Patrick Baxter* Synopsis Introduction I. The Personal Action vs The Derivative Action II. Conditions Precedent to a Derivative Action A. ONTARIO INCORPORATION PACKAGE (Profit) & ONTARIO BUSINESS NAME REGISTRATION REG HST TOTAL. The amendment has been duly authorized as required by sections 168 and 170 (as applicable) of the Business Corporations Act. If applicable, attach the Application for Public Accounting Licence for the shareholder(s) requiring a licence. If the Public Accounting Licensee was not previously a shareholder of the corporation, documentation of the transfer or purchase of shares must be provided with the application for the Certificate of Authorization. If the licensee is made a director or officer, a copy of Form 1 from the ministry showing the change to directors/officers must be provided. Updates. In accordance with Bylaw 4. CPA Ontario ten (1. There is no CPA Ontario fee associated with making these updates to your firm record. How to Submit a PC Update: Complete and submit Form 4- 6. B. Attach Ministry- certified Articles of Amendment and/or any other requirements as outlined in Form 4- 6. B. If applicable, registered LLP practices undergoing changes in partnership must attach a copy of the LLP Registration Form 6. Cessation of Practice. If a PC no longer provides services to the public or to another firm, the record must be closed with CPA Ontario by using Form 4- 6. B. You may continue to hold shares in the PC, but no accounting services may be performed through the PC once it is closed in CPA Ontario records. If the PC was recently closed and the discovery policy is not yet available, proof of discovery insurance coverage must be provided to CPA Ontario within 3. If applicable, attach the original certificate of authorization or a completed and signed Form 4- 3.
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