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 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
Certificate of Authorization Application Requirements
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
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.
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.
A non-refundable application fee in the amount of $250 +
HST must be submitted along with the Application for a Certificate of
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
Applications and Required Documents
Certificates of Authorization
Applicable By-Law, Rules, and Acts
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