Ontario Corporation Filings

Articles of Incorporation must be filed in order to incorporate a named or numbered business corporation in Ontario.

• Completed application form: Articles of Incorporation (5351E)
• Ontario NUANS Name search report details for named corporations.  Provide reference number, report date and proposed name.

Make changes to the corporate name, share structure and provisions, or the number of minimum and maximum number of directors of an Ontario corporation by filing the following:

• Completed application form: Articles of Amendment (5261E)
• If the corporation is changing its name the details of an Ontario NUANS Name search report are required: reference number, report date and proposed name.
• Note: Item 4 – Number of Directors must be completed regardless of it is being changed.

Ontario corporations must file a form 5284E – Initial Return, Notice of Change under the Corporations Information Act to record any change to the following information in the public record:

• Registered or head office address
• Primary activity code and official email address
• Director and officer information (address for service, dates appointed/dates ceased, or changes in position)

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Ontario Corporations must file an Annual Return each year.

The Corporations Information Act (CIA) form 5284E – Annual Return can be used by the following Ontario Corporations, as applicable:
• Corporations subject to the Business Corporations Act (BCA)
• Corporations subject to the Corporations Act (CA)
• Corporations subject to the Not-for-Profit Corporations Act, 2010 (NFPCA)

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To amalgamate 2 or more active Ontario business corporations, the following application and documents must be provided:

• Completed application form:  Articles of Amalgamation (5262E)
• Schedule A a signed statement of a director or officer of each of the amalgamating corporations
• Schedule B
  • Long-Form Amalgamation requires a signed copy of the amalgamation agreement
  • Short-Form Amalgamation requires a signed copy of the directors’ resolutions from each amalgamating corporation
• If the name of the newly amalgamated corporation will be different from any of the amalgamated corporations and it not a number name the details of a NUANS report are required: reference number, proposed name and date of the report.

*Note: due to saving issues with this application form, a ‘printed’ PDF copy is required along with the saved copy.  Signed schedules A and B should also be provided in PDF format.

Business Corporations incorporated in another jurisdiction can transfer out of the original jurisdiction and continue into Ontario (BCA) by filing the following:

• Completed application form: Articles of Continuance (5264E)
• An additional SIGNED COPY of the Articles of Continuance application is also required.
• Certified copy of the incorporating documents with any amendments from incorporating jurisdiction.
• Letter of Satisfaction, certificate of discontinuance or other document issued by the corporate registry of the incorporating jurisdiction indicating the authorization to apply for Articles of Continuance.
• For corporations outside of Canada, a legal opinion authorizing the corporation to apply for continuance. ()
• The details of a NUANS Name search report: reference number, proposed name and date of the report.

An Ontario business corporation can obtain authorization from the Director to continue the corporation in a jurisdiction outside Ontario. The following is required:

• Completed application form: Authorization to Continue Out of BCA (5265E)
• The Minister of Finance Consent letter will be automatically requested when this application is submitted.  It is NOT required at the time of submission.
• Consent letter from the Ontario Securities Commission if it’s an offering corporation

Voluntarily dissolve an Ontario corporation.

• Completed application form:  Articles of Dissolution (5268E) 
• The Ministry of Finance consent will automatically be requested when this application is submitted.  The MOF will verify compliance (tax payment, returns, etc.) and you will be contacted if compliance issues exist.
• Effective date of dissolution can be the date on which the MOF consent is obtained or a specific date up to 30 days from submission date (based on MOF review).

Revive an Ontario corporation that has been cancelled by the Companies Branch or Corporate Tax Branch.

• Completed application form: Articles of Revival (5269E)
• Ontario NUANS name search report details are only required if the corporation was cancelled more than 10 years ago.
• If cancelled by Companies Branch: the outstanding Special Notice/Annual Return filings for 1992 to 1995 are required.
• If cancelled by Corporate Tax Branch: a Ministry of Finance consent will automatically be requested when this application is submitted.  The MOF will verify compliance (tax payment, returns, etc.) and you will be contacted if compliance issues exist.