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Ontario Business Registry | 2021 Updates

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    Ontario Business Registry | 2021 Updates

    Ontario Business Registry (OBR)

    On October 19, 2021, the Ontario Ministry of Government and Consumer Services initiated the online Ontario Business Registry (OBR). The registry will streamline access for organizations that are registered, incorporated or licensed to carry on business in Ontario.

    The OBR will be accessible and transactions can be performed 24 hours a day, 365 days a year, and will allow for more than 90 types of transactions including incorporation, amalgamation and dissolution of existing businesses, such as the following:

    1. Incorporating a business corporation (filing articles of incorporation) under the Business Corporations Act
    2. Incorporating a not-for-profit corporation (filing articles of incorporation) under the Not-for-Profit Corporations Act
    3. Searching for or registering a business name, for a sole proprietorship, partnership, or corporation, under the Business Names Act
    4. Renewing, amending, or canceling a business name under the Business Names Act
    5. Filing an initial return or a notice of change, for an Ontario corporation or an extra-provincial corporation, under the Corporations Information Act
    6. Filing an annual return, for an Ontario corporation or an extra-provincial corporation, under the Corporations Information Act
    7. Filing articles of continuance, to transfer an extra-provincial corporation into Ontario, under the Business Corporations Act
    8. Searching the public record and ordering a search product (for example, a business’ profile report)

    Changes to Service Counters

    When the OBR launches, service counters across the province will no longer endorse articles over the counter, although qualified intermediaries, including law firms, may be able to get documents processed urgently by making an appointment at the Service Ontario counter located at 375 University Avenue, Toronto.

    Who can use the OBR

    All corporations filing under the following acts will be able to file under the OBR:

    • Business Corporations Act
    • Business Names Act
    • Corporations Act
    • Not-for-Profit Corporations Act, 2010
    • Corporations Information Act
    • Extra-Provincial Corporations Act
    • Partnerships Act and
    • Limited Partnerships Act

    Legal Services Providers

    The release of the OBR will make it easier for business owners to prepare and file registrations and annual proceedings on their own. On October 19, 2021, only business and not-for-profit owners will have direct access to the OBR.

    Future releases of the OBR, however, will provide qualified intermediaries, such as lawyers and accountants, with direct access. Currently, qualified intermediaries will be able to continue to file on behalf of their clients, either through third-party service providers, or through email.

    Company Key

    A Company Key is now required in order access your Ontario Business Registry profile, make any filings or to effect any online changes to your company. A Company Key is a confidential passcode that may be shared with authorized representatives to make corporate changes and complete filings.

    • Any companies incorporated after October 19th will automatically be issued a Company Key
    • Ontario companies incorporated prior to this date will have to request a ‘Company Key’
    • When incorporating and forming an entity through the OBR, there will be a new requirement to include a corporation’s official email address
    • This address will be used for all Ministry correspondence and confirmation of filings
    • The company key will be sent by email to the corporation’s official email address immediately following incorporation

    A company key will not be required if a corporation completes filings through a registered service provider (i.e. Dye & Durham, ESC) since the registered service provider will have the authority to complete filings for the corporation.

    Individuals or organizations filing on behalf of a corporation directly with the OBR will need the company key in order to complete the transactions.

    As of October 19, 2021, existing corporations can obtain their own Company Key by completing and submitting the online Request Form here. The Ontario Ministry will either email or mail the key directly to the company.

    Kalfa Law can also assist with obtaining your Company Key, if are interested, click here If you want our help, there is a $50 service charge.

    Business Identification Number

    It is important to note that corporations may also be issued an Ontario Business Identification Number (“BIN”), a 9-digit number assigned by the Central Production and Verification Services Branch, Ontario Business Information System (ONBIS).

    The Ontario BIN is different from the federal business number issued by Canada Revenue Agency (CRA) and can be found on a corporation’s Master Business License.

    It will be important to keep track of both the BIN and the company key, and to ensure that access is not mistakenly provided to an unauthorized recipient.

    Other Updates

    Articles of Incorporation

    Please also note that the articles of incorporation for new companies have a new presentation format. As such, the articles for new companies will look different than they did prior to the implementation of the OBR.

    Annual Filings

    Previously, Ontario corporations were required to file a Corporations Information Act Annual Return (“CIA Return”), together with their T2 Tax Returns with the CRA under the Single Administration of Ontario Corporate Tax Initiative. CIA Returns were typically filed by accountants but could also be filed in a paper format directly with the Ontario Ministry or electronically through an authorized third-party service provider

    The Corporations Information Act annual return process has also changed. As of May 15, 2021, annual returns could no longer be filed with Canada Revenue Agency and, until the OBR launched, corporations were exempt from filing annual returns, if the returns came due during this period. Now that the OBR has launched, corporations will need to file their annual returns electronically, using this new platform. When filing online, users will receive an email with the documents attached in electronic format, instead of paper copies.

    Annual Returns

    Every Ontario corporation (except those exempted by the regulations) is required to file an Annual Return each year. Corporations with share capital are required to file Annual Returns within six months of their tax year-end, and corporations without share capital are required to file Annual Returns within 60 days of their anniversary date of incorporation, amalgamation or continuance.

    Searching Ontario Corporations

    With the new system, the registered office address of an Ontario corporation is now more easily accessible to the public. Service Ontario has included a free search tool which you can access here

    If you would like to change the registered office address for your Ontario company to a non-residential or alternate address, we can assist with updating this for you. If you would like to change your registered office address in light of the new search system, please contact Kalfa Law by clicking here.

    Penalties

    Corporations that file Annual Returns after the prescribed time will be fined a late filing fee and are subject to cancellation by the Ontario Ministry. Corporations that are in default of their filing requirements are not considered to be in good legal standing.

    Currently, it’s unclear exactly what the late filing fees or hard deadlines are in terms of when a corporation may be cancelled, but this information will be available in the near future. 

    Annual Compliance

    In addition to updating information and annual filing requirements, corporations have certain additional compliance obligations, which include:

    • Holding annual general meetings
    • Preparing and approving financial statements
    • Confirming the election of directors, officers, accountants
    • Other general business matters

    As part of Kalfa Law’s service offerings, we ensure all routine corporate changes have been reported correctly, the corporate records are updated, prepare annual resolutions in lieu of minutes, and prepare and file annual returns when they become due. This ensures all our clients’ returns are complete and submitted properly through the OBR.

    Need help navigating the new OBR platform? Or need support incorporating or maintaining your business records in Ontario? Contact one of our business lawyers at Kalfa Law to discuss your legal needs. Get in touch with our team today to find out more.


    -Baber Rahim, Tax Law Clerk & JD Candidate

    Baber works in our tax department assisting our tax lawyers in preparing Voluntary Disclosure Applications, Taxpayer Relief Applications, and with Appeals, Audits and Objections within the CRA. Baber’s passion for tax law was sparked by an advanced tax law professor at the Goodman School of Business at Brock University, where he received his Bachelor of Accounting (Honours) degree. He subsequently worked for the Canada Revenue Agency (CRA) for several years. After working in the federal public service for a number of years, Baber decided to pursue a career in law and is currently working towards completing his law degree at Western University, while working for Kalfa Law.

    © Kalfa Law 2021

    The above provides information of a general nature only. This does not constitute legal advice. All transactions or circumstances vary, and specified legal advice is required to meet your particular needs. If you have a legal question you should consult with a lawyer.

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