When incorporating, you must decide if you will have a named corporation. We are a Nuans member and will be happy to answer your questions about searching the availability of your proposed name, providing you with preliminary searches, and then ordering the Nuans reservation report which is needed before you begin registering.

Now that you have your Nuans Reservation 7-page report, you are ready to register your new corporation. If you need assistance, we are here to assist. Once you have registered your corporation with its directors, you will need to file an initial return. All Ontario corporations, including business, not-for-profit, co-operative and other Ontario corporations must file an Initial Return under the CIA setting out the required information within 60 days after the date of incorporation.

To prepare for filing an Initial Return, have the following information ready:

1. Corporate name and Ontario Corporation Number (OCN) Administrative information (not shown on public record): • Contact information: name, email address

2. The date of the corporation’s incorporation or amalgamation, whichever is the most recent

3. Director information: the names and addresses for service of the corporation’s directors; the date on which each director became a director and, where applicable, the date on which a director ceased to be a director; if the corporation is a corporation with share capital or is a co-operative, an indication as to whether each director is or is not a resident Canadian

4. The offices that are recognized by the OBR are but not limited to: President, Secretary, Treasurer, General Manager, Chair, Vice Chair, Vice President. If one individual holds multiple positions (for example, if one individual is both the president and secretary of the corporation), the name of that individual must be reported twice, i.e. once for each position

5. Address of the corporation’s head or registered office

6. Name and address for service of the officer, director or other authorized individual verifying the information.

Now that you have filed the Initial return, you will want to request a corporate profile report for Confirmation of the filing with the OBR

CORPORATE PROFILE REPORT

General Information

The Corporation Profile Report (CPR) contains information on Ontario corporations or Extra-Provincial corporations carrying on business in Ontario. It is based on information that has been filed by the corporation and stored on the Ontario Business Information System (ONBIS). The Corporation Profile Report displays information on the Public Record for the subject corporation as of the date the report was ordered. For Ontario corporations, all active directors and officers of the subject corporation are listed. Some historical information such as amalgamating corporations, where the subject corporation is the result of an amalgamation, and name history are included in the Corporation Profile Report. Extra-provincial corporations are only required to file fundamental information such as the head/registered office of the corporation. If you require information about the officers and directors of an Extra-Provincial corporation, you must contact the jurisdiction where the corporation is incorporated.

KEEPING YOUR CORPORATION COMPLIANT

Filing Annual returns and Change notices are critical to keeping your corporation compliant with the Ministry of Ontario. We will be glad to assist you in managing your compliance filings so that you can focus on running your business. We will send you an annual email reminder at the time of your fiscal year end, file your annual return as well as registering your change notices throughout the year.

What is the Ontario Annual Return?

As of May 15, 2021, there has been a change to Annual Filings under the Ontario Business Corporations Act (OBCA) for every Ontario Incorporation (both Profit and Not For Profit).

Historically, the corporation would file an Annual Return as part of the corporate tax return filing each year through the Canada Revenue Agency. This requirement has been terminated by the federal government and in its place, the Annual Return is to be filed with the Province of Ontario.

This provides the opportunity for the corporate records listed with The Ministry of Government And Consumer Services (MGCS) to be up-to-date each year starting October 18, 2021.

What is required to file an Annual Return in Ontario?

The Annual Return in Ontario is to be filed within 6 months after the fiscal year end has passed.

The information required is as follows:

• The Corporate Name

• The Ontario Corporate Number (OCN)

• Company Key (Optional)

• Year of the Annual Return

• Official Email address (this email address should remain viable for communication indefinitely

• NAICS Code (selection if not yet provided or NAICS Code if already listed)

• Name of Person Authorizing the filing

If the corporate details remain the same, you can simply select that there are no changes and skip to the Name of Person Authorizing the filing.

What if the Annual Return is not filed?

The Province of Ontario, like all jurisdictions that have the Annual Return requirement, takes the deficiency very seriously.

Failing to file a required Annual Return could lead to the corporation being cancelled for non-compliance by the Province of Ontario. It is very important as you celebrate another year of accomplishment with your business, that you take a few minutes to file the mandatory Annual Return in Ontario.

We will also send a reminder email notification of your Annual Return requirement each year as a friendly reminder on the date of your fiscal year end.

This form is used for existing Ontario corporations (named or numbered) that will be making the following changes:

• Corporate Address Change/Registered Office

• Directors/officers address change

• Add a new director (legal name, address and citizenship required)

• Remove current director

• Modify/change a current directors/officers address or position

Ontario Corporation

When you change your existing corporation, you must update the corporate record to reflect the change or changes with the corporate registry.

In Ontario, it is mandatory to update the corporate record within 15 days of the change. If the record is not updated, you may miss important and sometimes legal correspondence.

What can be updated?

All information related to the corporation, excluding corporate name changes, structure changes such as classes of shares and the minimum and the maximum number of directors for the corporation. The full listing of available changes is listed below.

What happens to the previous record of information?

The historic address or details of the corporation remains by searching historical or archived information on the corporation. By completing a change, in doing so, the previous information doesn't disappear.

How long does it take to process?

The processing time is usually the same business day with an email confirmation once the file has been updated.

Do the Articles of Incorporation change?

The Articles of Incorporation remain unchanged throughout the lifetime of the corporation. Each change you submit is a secondary filing to the original Articles of Incorporation.

FILE A NOTICE OF CHANGE

Please Note:

If you wish to make the following changes:

• Change corporate name

• Change corporate structure

• Change minimum and maximum number of directors

FILE A CORPORATE AMENDMENT