New Incorporation, Name changes, Director changes and more!

Centro Legal Works specializes in all Ontario Corporate Filings. We provide filing services to some of Canada’s largest law firms and have come across some of the most complex documents. We can assist with entire process from document preparation to the final stamp!

 

For high-volume clients who file on a daily basis, take advantage of preferred rates using a CorpServ account!

 

Ontario Filing

New Ontario Incorporation

Articles of Incorporation must be files 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.
Amend the Articles of an Ontario Corporation

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.
Change Corporate Information

Ontario corporations must file an 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)

User registration/approval required.

 

Amalgamate Corporations

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.

Continue a Corporation into Ontario

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)
  • 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.

 

Authorization to Continue out of Ontario (BCA)

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

 

Dissolve a 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 a Corporation

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.

Filing & Government Fees

Ontario Business Corporations Act filing (OBCA)Filing FeesGovernment FeesProcessing Time
Articles of Incorporation (5351)$114.95$300Same Day
Articles of Amendment (5261)$95$150Same Day
Articles of Amalgamation (5262)$95$330Same Day
Articles of Continuance (5264)$95$330
2 bus. days
Application for Authorization to Continue Out of BCA (5265)$95$3302 bus. days
Articles of Reorganization (5267)$95$1502 bus. days
Articles of Arrangement (5266)$95$3302 bus. days
Articles of Dissolution (5268)$95$252 bus. days
Articles of Revival (5269)$95$3302 bus. days
*Administration fees apply when paying by credit card and are not shown above. Varies based on total amount.

Filing Fees listed above include document filing only. Additional charges apply for document preparation.
*Includes Centro filing fee and online access fees.  NUANS Name search reports are additional for named corporations.

 

Important Tips for the new Ontario Business Registry forms!

  • Please use the latest Adobe Reader or Adobe Acrobat 8 or higher to complete and save the forms.  If you are experiencing issues opening the form, download the form to your desktop and then use Adobe to open the form and complete.
  • Signed application copies of any articles to be filed should be kept with your records.  They are not required for electronic submission.
  • All forms should be saved as Adobe PDF document once completed with all data-fields accessible.
  • Some fields within the forms have character limits which may not accept the full text required (for example, share provisions).  If the text content does not fit please provide a separate document attached and mark the field as ‘See Attached’.  Attachments are preferred in MS Word format, PDF attachments are only acceptable as the required schedules for articles of amalgamation.
  • If the form requires a Primary Activity (or NAICS) code or you are amending and existing entity that does not have a code on record, it must be provided.
  • For articles applications requiring a NUANS, only the details of the report are required. The report can be kept at the corporations registered office.

Need a Government Form?  Visit our Resources section for all the Ontario Corporation Forms.