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, 2004 to permit the 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, 2004 to permit the 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 (10) days prior to such change being effected. 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 4-6B.
- 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 “Société Professionnelle”.
Important Notes on Submitting Applications to CPA Ontario
- Incomplete applications will result in a delay in processing your request and may result in your request being denied or closed.
- All submissions must use the most current version of the forms available on CPA Ontario’s website.
- 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 90 days of the date of receipt of the application for registration form. If greater than 90 days, a 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: email@example.com
- Fax: 416 962.8900
- Mail: CPA Ontario
69 Bloor Street East
Toronto, ON M4W 1B3
Attn: Registrar’s Office
- For more information, please contact the Registrar’s Office at 1 800 387.0735 extension 4324
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 4-6C.
- If the PC will be engaging in the practice of public accounting, apply for a Certificate of Authorization using Form 4-6D. Click here for additional information about public accounting in Ontario.
- Review the Sample Articles of Incorporation. 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.
- 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 4-6C 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 4-6C, the certified articles of incorporation, Form 4-6D (if applicable) and fee remittance.
- If the professional corporation is a partner in a partnership, include Form 4-6A for the firm as well as the Ministry Form 6 reflecting the change in partners (not applicable for firms with more than 10 partners).
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 4-6C and, if applicable, the Professional Corporation Application for a Certificate of Authorization Form 4-6D.
- 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 of Incorporation certified by the Ministry of Government Services of Ontario are not required.)
Certificate of Authorization
Any professional corporation engaging in the practice of public accounting must hold an active certificate of authorization.
Please note that a professional corporation that is a partner in a firm is not required to have a certificate of authorization to practice public accounting if all of the engagement reports are issued and signed by the partner firm.
How to Apply for a Certificate of Authorization:
- Complete and submit Form 4-6D along with a copy of the articles and fee remittance. Articles submitted to CPA Ontario must have been certified within the last 90 days of the date of receipt of the application. If greater than 90 days, a 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. 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.
In accordance with Bylaw 4.17.6, any significant change in practice, composition or structure must be submitted in writing to CPA Ontario ten (10) days prior to the change being effected. 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 4-6B.
- Attach Ministry-certified Articles of Amendment and/or any other requirements as outlined in Form 4-6B.
- 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 4-6B. 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 30 days of the practice cessation date, annually thereafter for a six-year period from the date of cessation of practice.
If applicable, attach the original certificate of authorization or a completed and signed Form 4-3D.