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Professional Corporations


Purpose

The Business Corporations Act (Ontario) and the Law Society Act permit lawyers and licenced paralegals to carry on the practice of law or the provision of legal services through a professional corporation.  In addition, both Acts outline the requirements for professional corporations, together with the Law Society's By-law 7, Part II.

All shareholders of a professional corporation must be lawyers who are entitled to practice law in Ontario or licensed paralegals entitled to provide legal services in Ontario.

Lawyers and licensed paralegals may not practise law or provide legal services through a professional corporation until the professional corporation has received a Certificate of Authorization from the Law Society.

Who can apply

Lawyers and licensed Paralegals in good standing may apply to practise law or provide legal services through a professional corporation.

Initial Application Requirements

Ongoing Requirements

The Certificate of Authorization for a professional corporation must be renewed annually, in accordance with sections 7(1) and (2) of By-law 7, Part II. In September of each year, the Law Society mails the Application for Renewal of Certificate of Authorization to each professional corporation. The renewal forms must be completed and returned along with a renewal fee no later than 90 days before the December 31st expiry each year.

If the Application for Renewal and renewal fee are not received by December 31st, a notice is issued indicating that the Certificate of Authorization has expired and the professional corporation is no longer entitled to practise law or provide legal services. The Law Society notifies the Courts of the expiry. If the Certificate of Authorization is not renewed within 12 months after expiry, it will automatically be revoked. The Law Society notifies the Courts of the revocation.

If a corporation has not or will not be used, application must be made for permission to surrender the Certificate of Authorization in compliance with section 10 of By-law 7, Part II.

Application Process

All applications and pertinent attachments are reviewed and approved by Administrative Compliance (AC). If the review reveals that the application and/or attachments are deficient then an (AC) Representative will contact the applicant to request additional information or advise of changes necessary for compliance with By-law 7, Part II, the Business Corporations Act  (Ontario) and the Rules of Professional Conduct for lawyers or Paralegal Rules of Conduct  for paralegals.

The application process consists of two steps:

Step one involves an Application for Corporate Name Certificate, by which an applicant may request approval of the proposed corporate name before incorporation through the Ministry of Consumer and Business Services. This step is optional and has no fee attached but it is recommended in order to potentially save the corporation costs which may result if an amendment is required.  All names must include the words "Professional Corporation" in full and not separated by any other words, and must comply with section 3 of By-law 7, as well as Rule 3.02 of the Rules of Professional Conduct  for lawyers or Rule 8.03 of the Paralegal Rules of Conduct for paralegals.

The Business Corporations Act (Ontario) requires that the articles of Incorporation for a professional corporation shall provide that :

Step two is mandatory and involves the Application for Certificate of Authorization. Lawyers and licensed paralegals must submit a copy of the Articles of Incorporation along with the Application for Certificate of Authorization to the Law Society and are only permitted to practise law or provide legal services through the professional corporation once an Application for Certificate of Authorization has been approved and a Certificate of Authorization has been issued. Once approved, all business cards, firm letterhead, bank accounts, signage, etc. must use the professional corporation name as it is written on the Certificate of Authorization.

If the Society does not approve the Application for Certificate of Authorization, including the Articles of Incorporation, then the corporation will be obliged to file and provide a copy of the Articles of Amendment to change the Articles of Incorporation to comply with the Business Corporations Act (Ontario) the Rules of Professional Conduct for lawyers or the Paralegal Rules of Conduct for paralegals and By-law 7, Part II.

Administrative Compliance (AC) requires 15 business days to process the Corporate Name Certificate and Certificate of Authorization applications. The applicant will receive the respective Certificates acknowledging approval of the proposed name and the Professional Corporation authorization for each application.

Non-refundable Administrative Fees

A non-refundable application fee in the amount of $250 + HST must be submitted along with the Application for Certificate of Authorization.

An annual renewal fee in the amount of $75 + HST must be submitted along with each Application for Renewal of Certificate of Authorization no later than 90 days before the December 31st expiry each year.

The fee for a Professional Corporation Name Change Application or a replacement Certificate of Authorization is $25 + HST. This applies if there is a change to the professional corporation name after the Certificate of Authorization has been issued or for replacement of a lost certificate.

Links to Applications and Required Documents

Information for Lawyers

Information for Paralegals

Surrendering Certificates of Authorization

Applicable By-law, Rules, and Acts

Questions

All application related Professional Corporation questions should be directed to Administrative Compliance by contacting the Resource Centre at (416) 947-3315 (toll-free 1-800-668-7380 x3315) and asking to be transferred, or email Administrative Compliance using the Contact Page.