Related Items

Professional Corporations – Frequently Asked Questions- pdf

Chartered Accountants Act, 2010

Ontario Business Corporations Act

Business Names Act

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Member's handbook Web Version (Change 46-D)- pdf

• 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.

• 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.
   

• 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.
• See How to register a Limited Liability Partnership with the ICAO.

• 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::
    1. The Sample Articles of Incorporation.  
    2. 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.

• For changes to the shareholders, such as removing or adding a shareholder, submit in writing to customerservice@icao.on.ca

• 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 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.