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 By-Law Administration Services. If the review reveals that the application cannot be approved then a By-Law Administration Services 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.  

By-Law Administration Services 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

Beginning October 1, 2017, the process for Certificate of Authorization Renewal must be completed through the LSUC Portal at https://portal.lsuc.on.ca.

The Certificate of Authorization for a professional corporation must be renewed annually, in accordance with subsections 7(1) and (2) of By-Law 7. The professional corporation must complete the renewal process, which includes submitting the renewal fee in the amount of $113 ($100 plus HST), for its Certificate of Authorization before the professional corporation's Certificate of Authorization expires December 31.

Only the shareholders of a professional corporation are permitted to pay the renewal fee and make changes to the information for the professional corporation. If the renewal application, including payment of the renewal fee, is not submitted by December 31, a notice will be issued indicating that the Certificate of Authorization has expired and the professional corporation is no longer entitled to practise law, provide legal services, or both practise law and provide legal services in Ontario. A Certificate of Authorization that is not renewed within 12 months after its expiry is automatically revoked by operation of By-Law 7. The Courts will be notified of 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.  

Frequently Asked Questions for Professional Corporation Renewal through the LSUC Portal  

Non-refundable Administrative Fees

A non-refundable application fee in the amount of $282.50 ($250 plus HST) must be submitted along with the Application for a Certificate of Authorization.  

An annual renewal fee, currently in the amount of $113 ($100 plus HST), must be submitted along with each professional corporation Application for a Certificate of Authorization Renewal 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 $28.25 ($25 plus 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 By-Law Administration Services by calling 416-947-3315 (toll-free 1-800-668-7380 ext.3315) and asking to be transferred, or emailing By-Law Administration Services using the Contact Page.  

FAQs

How do I complete my 2018 Professional Corporation Renewal?

Beginning in 2017, the Law Society will no longer mail Professional Corporation Certificate of Authorization Renewal Application packages to each professional corporationShareholders of the professional corporation can log in to their Portal account at https://portal.lsuc.on.ca to complete the renewal process.

Who has access to pay the renewal fee and to edit the record of the Professional Corporation?

Shareholders of the professional corporation are able to pay the renewal fee and update the business address and personnel information on the Portal.

How do I pay the renewal fee of the Professional Corporation? 

Only shareholders can complete the renewal process. To pay the renewal fee, log into your Portal account and click on Business View in the top left corner of the screen. Select the professional corporation you wish to renew and then go to the Business Details portlet. Under Business Details, go to the Professional Corporation Renewal section and click on the “Renew Now” button to pay the renewal fee in the amount of $113 ($100 + HST).

How do I get the 2018 Certificate of Authorization?

Once the shareholder pays the renewal fee in the Portal, a PDF document of the Certificate of Authorization for 2018 will be posted in the Business Documents portlet within an hour after paying.

What should I do if there is a change in the personnel and/or address information?

Only shareholders can update the personnel and address information of the professional corporation. To make these changes, log into your Portal account and click on Business View in the top left corner of the screen. Select the professional corporation you wish to update the personnel and/or address information for, and then go to the Business Details portlet. Use the Personnel section to add or remove personnel to or from the professional corporation. Use the Business Address section to update the business address of the professional corporation. Please make sure to click “Save” at the bottom of the screen to save your changes.

What if there is a change in the professional corporation’s address and/or personnel information after I have completed the 2018 renewal?

Shareholders can go to the Business View in the Portal to update the professional corporation’s address and/or personnel information at any time. Any changes to the telephone number, fax number and/or email address have to be done through the Licensee View.   

Note: When the professional corporation’s contact information has changed, in addition to shareholders updating the contact information in the Business View of the Portal, all licensees linked to that professional corporation are responsible for updating the contact information in the Licensee View of the Portal as well. To do so, each licensee should select the Change of Information portlet and use the Business Information section to update the business contact information.

What documents are in the Business Documents portlet?

Shareholders can view documents relating to their professional corporation in the Business Documents portlet, beginning with documents related to the 2018 renewal cycle. This includes Certificates of Authorization, renewal reminders, expiry notices and revocation notices where applicable.

How do I add a holding company or another Professional Corporation as shareholder of my Professional Corporation record?

Call (416) 947-3315 and ask to speak to By-Law Administration Services.

What methods of payment are available?

Visa, Amex and MasterCard are accepted. Once payments are processed, Certificates of Authorization will be published in the Business Documents portlet under the Business View. 

Certified cheque and bank drafts are also accepted.  In order to pay in this manner, print out the remittance slip and mail it with your payment to the By-Law Administration Services department.  Please note the Certificate of Authorization for 2018 will take longer to be released as opposed to paying online.

When is the deadline for the 2018 Professional Corporation Renewal?

The deadline to renew your professional corporation is December 31, 2017. If the 2018 Professional Corporation renewal process is not completed by December 31, 2017, a notice will be issued indicating that the Certificate of Authorization has expired and the professional corporation is no longer entitled to practise law, provide legal services, or both practise law and provide legal services in Ontario.  A Certificate of Authorization that is not renewed within 12 months after its expiry is automatically revoked by operation of By-Law 7.

I am no longer practising law or providing legal services through my Professional Corporation, how do I reflect this in the business view?

Review and submit the application for permission to surrender the Certificate of Authorization.  You can find the link below:

http://www.lsuc.on.ca/WorkArea/linkit.aspx?LinkIdentifier=id&ItemID=2147499840&libID=2147500905 

For further questions, contact the By-Law Administration Services department by calling 416-947-3315.

Accessibility

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