Professional Corporations

Professional Corporations

Purpose

The Business Corporations Act (Ontario) and the Law Society Act permit lawyers and licensed paralegals to practise law or provide legal services through a professional corporation.  These Acts, together with Part II of the Law Society’s By-Law 7, outline the requirements for professional corporations.

All shareholders of a professional corporation must be lawyers entitled to practise 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.

Professional Corporation Name Certificate Application Requirements (Recommended - No-Fee)

  • An Application for a Professional Corporation Name Certificate is recommended and can save the corporation costs if the name is not approved and an amendment is required
     

    Submit a separate application for each name to be considered

     

    All corporate names must include the words "Professional Corporation" in full and not separated by any other words

     
  • All names must comply with section 3 of By-Law 7, as well as Section 4.2 of the Rules of Professional Conduct or subrule 8.03 of the Paralegal Rules of Conduct

 Certificate of Authorization Application Requirements

Application Process

All applications and attachments are reviewed by Administrative Compliance. If the review reveals that the application cannot be approved then an Administrative Compliance Representative will contact the applicant to request additional information or advise of changes necessary for compliance with Part II of By-Law 7, the Business Corporations Act (Ontario) and the Rules of Professional Conduct and/or Paralegal Rules of Conduct.

Administrative Compliance requires 15 business days to process a Professional Corporation Name Certificate or a Certificate of Authorization application if they are complete.  A certificate will be issued upon approval.

Ongoing Requirements

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

If the renewal application and renewal fee are not received by December 31, 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 will then notify the Courts of the expiry. If the Certificate of Authorization is not renewed within 12 months after expiry, it is automatically revoked and the Law Society will notify the Courts of the revocation.

If a professional corporation has not or will not practise law or provide legal services, the professional corporation must apply for permission to surrender the Certificate of Authorization in compliance with section 10 of By-Law 7.

Non-refundable Administrative Fees

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

An annual renewal fee in the amount of $100 + HST must be submitted along with each Application for a Certificate of Authorization Renewal no later than 90 days before the December 31 expiry each year.

The fee for an Application for a Professional Corporation Name Change 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

Application related questions should be directed to Administrative Compliance by calling 416-947-3315 (toll-free 1-800-668-7380 ext.3315) and asking to be transferred, or emailing Administrative Compliance using the Contact Page.