Home Contact Us Resources Site Help Sitemap
 
    
CA Firms Section Image
The Institute Serving the Public CAs CA Firms / CATOs CA Students / Education Become a CA
CA Firms / CATOs
Professional Corporation

Quick Links

Firm Secure Area

Firm Forms

Professional Liability Insurance Update

Update Profile - Firm

2011-2012 Annual Membership Fees - Firm

Member's handbook

Directory of Chartered Accountants

CA Store

Registration of Professional Corporation

General information

Please be advised that the Institute of Chartered Accountants of Ontario (ICAO) cannot provide legal advice, interpret the law or conduct research. The information provided below is intended as a general guide only.

Registering a professional corporation

  • It may be advisable to consult legal counsel in this process.
  • A professional Corporation is subject to all of the regulatory processes and requirements of the Institute.
  • All Shareholders, Directors and Officers must be active members in good standing with the Institute of Chartered Accountants of Ontario (ICAO).
  • All Directors and Officers must be Shareholders.
  • The Institute of Chartered Accountants of Ontario’s Professional Development Program offers a Professional Corporations Introductory PD Course.


Certificate of authorization

  • A Certificate of Authorization will be required for a registered professional corporation when:
    • it is providing public accounting services that require a licence (i.e. financial statement auditing and review procedures)
    • it is issuing financial statements
    • its name appears on financial statements
  • For a Professional Corporation to sign public accounting documents as defined by the Public Accounting Act, 2004 and the Regulations of the Institute of Chartered Accountants (ICAO), the lead engagement person(s) must hold a licence to practice public accounting issued by the ICAO.
  • If a registered firm/proprietorship intends to switch the practice to a professional corporation the engagements performed through the professional corporation must be restricted to engagements for a licence is not required, until a certificate of authorization is issued by the ICAO.
     

LLP firms registering professional corporations as partners

  • For an existing LLP firm seeking to add professional corporation(s) as partner(s), please note that the Ontario Ministry of Government Services advises that the professional corporation must be incorporated first.
  • For firms with less than 10 partners, if the LLP is changing some of the partners or adding partners, including a professional corporation, an amendment must be registered using Form 6 under the Business Names Act.
  • If all the partners are changing, a new LLP registration form (Form 6) must be filed with the Ministry.  A fee is applicable.

 

Making changes to a registered professional corporation

  • In accordance with Regulation 4-6, information changes must be submitted in writing to the ICAO within ten (10) days.
  • For name changes, complete the registration form and submit draft articles of amendment.  The original certificate of registration, and where applicable, the original certificate of authorization must accompany the application.
Please note the following:
  1. For a professional corporation where the previous name was issued a certificate of authorization, the professional corporation's name will be amended and a new certificate of authorization will be issued by the ICAO.
  2. For a professional corporation where the previous name was not issued a certificate of authorization, an application for authorization to practice public accounting must be submitted.
  • For changes to the shareholders, such as removing or adding a shareholder, submit in writing to customerservice@icao.on.ca
Note: In the event of a transfer of shares, the shares must be transferred to another active member of the ICAO.
  • For a professional corporation that is winding down (no longer providing services to the public or another firm), submit in writing the date services ceased and a declaration/confirmation of continuing insurance coverage (either Mandatory Professional Liability Insurance or Discovery Insurance).  
Note: Upon closure of the professional corporation, file with the ICAO articles of dissolution or articles of amendment  removing professional corporation from the name, and the original certificate of registration, and, where applicable, the certificate of authorization.
  • For discontinuing a professional corporation registration, submit the appropriate Ministry form, accompanied by the original certificate of registration, and, where applicable, the certificate of authorization, a declaration of discovery insurance and a written request stating the professional corporation;
    • has ceased performing public accounting engagements – submit Articles of Amendment (Form 3) changing the name, removing the business restrictions and amending the share transfer restrictions
    • has been dissolved – submit Articles of Dissolution (Form 10 or Form 11)
    • has been amalgamated with another registered professional corporation – submit Articles of Amalgamation (Form 4)
  • For changing the registered status of the professional corporation, submit a request in writing if the professional corporation:
    • has ceased to be a partner of a public accounting firm
    • is becoming a partner of a public accounting firm
    • has become dormant
    • has become active
    The request should also include the date the change occurred, a declaration/confirmation of continuing insurance coverage (either Mandatory Professional Liability Insurance or Discovery Insurance), and, where applicable, an application for a certificate of authorization.

 

Professional Corporations registered in another province

  • Professional Corporations in Ontario can not incorporate under the Canada Business Corporations Act.
  • Please go to the Ministry of Government Services for information on Continuance under the Business Corporations Act. 
Please note the following:
  1. The Articles of Continuance (Form 6) will need to be approved/certified by the Ministry of Government Services prior to filing the application to register the professional corporation with the ICAO.  Therefore, prior to completing Form 6, please review the ICAO’s Sample Articles of Incorporation for wording on the business restrictions and share transfer.
  2. Upon written request, the ICAO will provide pre-registration name approval.
  3. It may be necessary to file Articles of Amendment (Form 3) after the application is filed with the ICAO.


 

Registration Instructions

  1. File the following with the ICAO for Approval:
    1. An Application for Registration form.
      Note: An application must be filed with the ICAO in all cases, including when an existing practice (sole proprietorship, partnership or LLP) forms a professional corporation.
    2. The proposed Articles of Incorporation for the professional corporation.  Sample Articles of Incorporation Note: Use Articles of Incorporation (Form 1) for submitting original proposed Articles.  Use Articles of Amendment (Form 3) for submitting amendments to an existing corporation accompanied by original Articles of Incorporation (Form 1) and where applicable any additional Articles of Amendments.
    3. Where applicable;
      1. An Application for Public Accounting Licence for an unlicensed shareholder(s), director(s) or officer(s).
      2. The appropriate Firm Registration form when a professional corporation will become a partner in a firm not yet registered with the ICAO.
      3. The roster of members and non-members providing services for the professional corporation.
      4. Written notification of a firm's cessation/professional corporation's dissolution with date of cessation and a completed Mandatory Discovery Insurance Declaration form.
  2. Review of Documentation by ICAO

    Upon the completion of steps 1(a), 1(b), and 1(c) above, the ICAO will advise the applicant  that;
    1. The registration and/or authorization of the professional corporation has been approved; or
    2. The registration of the professional corporation has not been approved, accompanied by the reasons for such decision.
  3. Incorporating the professional corporation under the Business Corporations Act with the Ministry of Government Services, Companies and Personal Property Security Branch
    1. Upon receipt of the ICAO's approval, the member, or his/her designated agent, may complete the process for incorporating a professional corporation by filing approved Articles of Incorporation (Form 1), or where applicable Articles of Amendment (Form 3), with the Ministry of Government Services, Companies and Personal Property Securities Branch.

      Further information may be obtained from:
      Ministry of Government Services, Companies and Personal Property Security Branch 393 University Ave, Ste. 200
      Toronto ON M5G 2M2
      Tel: (416) 314-8880 / 1-800-361-3223 (in Ontario) 
    2. File with the ICAO;
      1. A Ministry certified copy of Form 1 or Form 3 (must be stamped by the Ministry); or
      2. The Certificate of Incorporation and Articles of Incorporation (Form1) for articles filed electronically with the Ministry of Government Services, Companies and Personal Property Security Branch; or
      3. The Certificate of Status issued by the Companies and Personal Property Security Branch of the Ministry of Government Services, if the date of the application for the registration certificate is more than 90 days after the date of incorporation.
  4. Upon obtaining a Business Incorporation Number, 
    1. Contact an insurance provider to obtain a professional liability insurance policy; and where,
    2. The professional corporation is going to be a partner in an LLP firm with 10 partners or less, file Form 6 under Business Names Act.
  5. Upon receipt of the documentation in step 3 and 4, the ICAO will issue a certificate of registration, and where applicable a certificate of authorization.