Corporate Counsel can get your Ontario CPA professional corporation incorporated quickly and cost effectively. The Chartered Professional Accountants (“CPA”) of Ontario has various form requirements that must be filled out before practicing under your professional corporation – see below.
Corporate Counsel has two packages for Ontario CPA professional corporations. If you have multiple CPA shareholders or want to ensure that you have a full corporate record of shareholders, officers and directors for audit purposes then we suggest the CPA PC Incorporation Plus package:
Price above exclude HST but include disbursements.
We also offer rush same-day service if needed – additional charges apply.
CPA Ontario Requirements
Opening a CPA professional corporation requires two certificates from the CPA: (i) a registration certificate; and (ii) a certificate of authorization. Both forms are found here. Regulation 4-6 – Practice Structures of the Ontario CPA sets out that: (i) no professional corporation composed of Members shall carry on any business or practice in Ontario without holding a valid registration certificate; and (ii) no professional corporation shall engage in the practice of public accounting without holding a valid certificate of authorization. If you are engaging in the practice of public accounting you must get a certificate of authorization in addition to a registration certificate. The CPA guidance suggests that once the forms are filed and the fees are paid you can get your registration certificate in one week and certificate of authorization in 4 weeks or so.
Ontario Business Corporations Act Requirements
Sections 3.1-3.4 of the Ontario Business Corporations Act (the “Act”) sets out the requirements for profession corporations. Specifically, professional corporations for CPAs must comply with the following:
- All of the issued and outstanding shares of the corporation shall be legally and beneficially owned, directly or indirectly, by one or more members of the same profession.
- All officers and directors of the corporation shall be shareholders of the corporation.
- The name of the corporation shall include the words “Professional Corporation” or “société professionnelle” and shall comply with the rules respecting the names of professional corporations set out in the regulations and with the rules respecting names set out in the regulations or by-laws made under the Act governing the profession.
- The corporation shall not have a number name.
- The articles of incorporation of a professional corporation shall provide that the corporation may not carry on a business other than the practice of the profession but this paragraph shall not be construed to prevent the corporation from carrying on activities related to or ancillary to the practice of the profession, including the investment of surplus funds earned by the corporation.
Corporate Counsel has drafted its CPA articles of incorporation to meet these requirements and those of the CPAO.
Professional Corporation shareholders should also note that the Act specifically removes limited liability for acts of the shareholder or acts of employees or agents of the corporation – e.g. negligence or errors and omissions claims of clients. Other limitations on liability that corporations enjoy are still available to professional corporations – such as creditor protection.