Registration of Professional Corporation
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. Please review the Bylaws, Regulations 4-4, 4-6, 4-7 and 9-1, Rules of Professional Conduct 401 to 404 and Council Interpretations 401and 404.
- Members can not practice chartered accountancy in a corporation that is not a professional corporation.
- A professional corporation must have a physical office located in Ontario.
- The professional corporation name must comply with the Rules of the Institute and the Ontario Business Corporations Act. It must be in good taste, cannot be self-laudatory and cannot be misleading.
- Please review the Sample Articles of Incorporation.
- Forms and supporting documentation can be submitted via e-mail, fax (416-962-8900) or mail. The forms can be completed on-line, but will need to be printed, signed, scanned and submitted as an attachment not exceeding 10MB. Original Certificates issued by the Institute must be returned by mail.
- Shareholders must be active chartered accountants in good standing with the Institute of Chartered Accountants of Ontario (ICAO). See Related Items for additional FAQs.
- All Directors and Officers must be Shareholders. Holding companies are not permitted.
- See Related Items for links to governing legislation.
- 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.
LLP firms registering professional corporations as partners
Making changes to a registered professional corporation
- In accordance with Bylaw 4.17.6, any significant change in practice, composition or structure must be submitted in writing, to the ICAO, ten (10) days prior to the change being effective.
- For changes to the registered professional corporation name,
- Complete the Professional Corporation Application - Form 4-6C and submit articles of amendment. Prior to proceeding to the Ministry of Government Services, please review::
- The Sample Articles of Incorporation.
- The Rules of Professional Conduct 401 to 404 and Council Interpretations 401and 404. The Institute can provide guidance on changing the name.
- The original certificate of registration, and where applicable, the original certificate of authorization must accompany the application.
Please note the following:
- 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.
- 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.
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;
- For changing the registered status of the professional corporation, submit a request in writing if the professional corporation:
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.
- 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
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:
File the following with the ICAO:
Professional Corporation Application - Form 4-6C
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.
- Articles Certified by the Ministry of Government Services, either:
Note: Please review the Sample Articles of Incorporation prior to proceeding to the Ministry of Government Services.
- A Ministry certified copy of Articles of Incorporation (Form 1); or
- A Ministry certified copy of Articles of Amendment (Form 3) for submitting amendments to an existing incorporated company accompanied by original Articles of Incorporation (Form 1) and where applicable any additional Articles of Amendment; or
- 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; and
- If the date of incorporation of the application for the registration certificate is more than 90 days after the date of incorporation, a Certificate of Status issued by the Companies and Personal Property Security Branch of the Ministry of Government Services.
- After obtaining an Ontario Corporation Number, contact an insurance provider to obtain a professional liability insurance policy. This policy must be filed with the Institute within 2 months of the registration date of the professional corporation.
- Where applicable;
- When the professional corporation is going to be a partner in an LLP firm with 10 partners or less, submit Form 6 under Business Names Act
- An Application for Public Accounting Licence for an unlicensed shareholder(s), director(s) or officer(s).
- The appropriate Firm Registration form when a professional corporation will become a partner in a firm not yet registered with the ICAO.
- The roster of members and non-members providing services for the professional corporation.
- Written notification of a firm's cessation/professional corporation's dissolution with date of cessation and a completed Mandatory Discovery Insurance Declaration form.
A confirmation of receipt will be sent within 1 week of receipt.