Registration of Professional Corporation
Professional Corporations (PC)
- 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.
- 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 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.
- 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.
- 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”.
Submissions 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.
- Completed PC registration applications are processed within 2-5 weeks of the date of receipt of the completed application.
- Completed PC applications for authorization are processed within 3-5 weeks from the date of receipt of the completed application.
- CPA Ontario’s professional development program offers an Introductory PC Course.
- Additional information, including frequently asked questions, is available under Related Items on the right-hand side of this page.
Registering a Professional Corporation:
- Complete Professional Corporation Application for Registration (Form 4-6C), to apply for a registration certificate.
- Complete Professional Corporation Application for a Certificate of Authorization (Form 4-6D), if applicable, to apply for a certificate of authorization.
- Review the sample articles available at Sample Articles of Incorporation.
- Submit articles to the Ministry of Government Services for certification.
- Attach a copy of certified articles to the Form 4-6C and mail, fax or e-mail to CPA Ontario. (See “Note Regarding Certified Articles” below for details.)
- 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 2 months of the policy commencement date.
- Where the professional corporation is a partner in a Firm, attach a copy of the Ministry approved LLP Registration Form 6 confirming the newly formed partnership.
Note Regarding Certified Articles:
- 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.
- Articles may be articles of incorporation, amendment or amalgamation, as applicable.
Certificate of Authorization:
- Complete the Professional Corporation Application for a Certificate of Authorization Form 4-6D.
- 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.
Professional Corporations as Partners in a Firm:
- All professional corporations that are partners in a Firm must be registered with CPA Ontario, and all partner Firms (such as limited liability partnerships) must be registered with CPA Ontario. See How to Set up a Public Accounting Practice and Limited Liability Partnership for information on practice registrations.
- The professional corporation would not be 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.
- Complete the Professional Corporation Update Form (4-6B).
- Attach Ministry-certified Articles of Amendment and/or any other requirements as outlined in the Professional Corporation Update 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:
- 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.
- If a professional corporation no longer provides services to the public or to another Firm, the following must be submitted to CPA Ontario:
- Complete the Professional Corporation Update Form (4-6B).
- Attach if applicable, the original certificate of authorization issued to the professional corporation by CPA Ontario or a completed and signed Certificate Declaration of Loss (Form 4-3D).
- Complete the Discovery Insurance Coverage section of Form 4-6B .
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.
Extra Provincial Registration of a PC Providing Services in Ontario:
- Professional corporations located outside of Ontario are 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.
- 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.)