What’s a professional corporation?
A professional corporation is a legal business structure that allows regulated professionals to offer their services through a corporation rather than as individuals. When services are provided through a professional corporation, the corporation is the service provider from a business and tax perspective. Registrants who provide services through a corporation are still responsible for following the Standards of Practice.
Should I set up a professional corporation?
Incorporating your practice isn’t a requirement and is entirely your decision. This is a business decision that impacts administrative, financial and tax aspects of your professional practice. CPBAO recommends consulting with an accountant or lawyer who specializes in this area to determine if incorporation is right for you.
How do I submit the application and application fee for a Certificate of Authorization?
Please submit your application and supporting documents to cpbao@cpbao.ca. Once received, we will post an invoice to your account for payment of your application fee.
What is a “Corporation Profile Report” and how do I get one?
A Corporation Profile Report is a document issued by the Ontario Ministry of Public and Business Service Delivery that shows your corporation is registered and active. You must include a current-dated Corporation Profile Report with your initial and annual renewal application.
You must obtain the report directly from the Ministry. For step-by-step instructions, please review the Guide to Retrieve a Corporation Profile report.
What are the fees associated with a Certificate of Authorization?
The application fee for a new Certificate of Authorization is $350. The annual renewal fee is $250.
How long does it take for my Certificate of Authorization to become active?
Processing takes approximately 1 week after CPBAO receives your complete application package. Your certificate’s effective date will reflect the date we received your complete application package and fee.
How long is the Certificate of Authorization valid for?
The certificate is valid for one year and must be renewed annually on the date of authorization. Registrants will be emailed a renewal package approximately 6 weeks prior to this date.
What can I name my professional corporation?
There are very specific rules for naming a professional corporation under Ontario Regulation 39/02 of the RHPA. See the Application Guide for more details.
You may consult with CPBAO before setting up your corporation to ensure that the name is appropriate.
Can my business or practice name be different than the professional corporation’s name?
Yes. You must list every practice name your professional corporation uses on the application form.
CPBAO doesn’t review or approve practice names. Registrants are free to choose a name, as long as it meets the requirements of the Advertising Regulation (section 6).
Who’s permitted to be a shareholder, officer or director of a professional corporation?
Can a holding company be a shareholder of a professional corporation?
Yes, if all the shareholders, officers and directors of the holding company are CPBAO registrants.
Can I apply for a Certificate of Authorization if I have incorporated under the Canada Business Corporations Act?
No. Registrants must incorporate under the Ontario Business Corporations Act. Health profession corporations incorporated outside Ontario, including corporations federally incorporated under the Canada Business Corporations Act, cannot obtain a Certificate of Authorization from CPBAO.
May I practice psychology or applied behaviour analysis through a corporation that is not a professional corporation?
No. If you want to provide professional services through a corporation, it must be a professional corporation that holds a Certificate of Authorization. This doesn’t mean that you must have a professional corporation to provide professional services, nor does it prevent you from being employed by non-professional corporations owned by others. In those cases, you are practicing as an individual health professional, separate from the corporation, from a business and tax perspective.
CPBAO’s Application Guide states that a Professional Corporation cannot carry on a business other than the profession and activities related to, or ancillary to, the profession. What does this mean?
Your professional corporation can only provide services in psychology or applied behaviour analysis, or activities that are ancillary, meaning they directly support those services. The word “ancillary” is not defined in the Business Corporations Act, 1990, which sets this condition. In practice, it doesn’t include services provided by autonomous practitioners of other professions (such as the College of Registered Psychotherapists of Ontario or the Ontario College of Social Workers and Social Service Workers), even if they seem similar.
What’s the difference between a Professional Corporation and a Practice Management Corporation?
While both are types of business structures, the rules that stipulate their ownership and the activities that they can undertake are different.
Professional Corporations
Shareholders, officers are directors of professional corporations must all be registrants of the same profession and regulated by the same college. Further, the only business that a professional corporation is permitted to undertake is the practice of the profession and activities that are related to or ancillary to the practice of the profession. Every professional corporation is also required to obtain a Certificate of Authorization from the College before it is permitted to conduct its business.
Practice Management Corporations
In contrast, the ownership rules of corporations that manage practices differ. Registrants of different health professions, non-health professionals or family members can be shareholders, officers or directors. Registrants/shareholders are not permitted to practice any regulated health profession through a Practice Management Corporation. Practice Management Corporations are not required to register with the College.
What do I need to submit when renewing my corporation?
To renew your professional corporation, the following items are required:
- Online Professional Corporations Renewal Form—To access the renewal form, please log into your member account and click on your corporation’s name on the left menu. Before submitting the form, please review every section and make any necessary changes to ensure that the information is accurate as of the day your renewal is submitted.
- Corporation Profile Report
- Declaration—A Declaration of a director of the corporation, signed no more than 15 days before your renewal is submitted. You may download a copy here.
- Renewal Fee—The annual renewal fee is $250 and will be invoiced to your member account after you submit your application and supporting documents to cpbao@cpbao.ca. To pay by credit card, please log into your member account, click on your corporation’s name on the left menu and click “Pay Invoice” under your corporation’s name.
- Certificate of Incorporation (if applicable)—You must submit a Certificate of Incorporation and Articles of Amendment filed with the Ministry of Government Services only if you made any changes, such as a name change, to the corporation since incorporation or your previous renewal.
Can CPBAO revoke my professional corporation’s Certificate of Authorization?
Yes. CPBAO must revoke a professional corporation’s Certificate of Authorization in the following circumstances:
- The corporation no longer meets the eligibility requirements to hold a Certificate of Authorization.
- The corporation stops practicing the profession for which the Certificate of Authorization was issued.
- The corporation fails to meet one or more of the renewal requirements of the Certificate of Authorization.
- The corporation carries on any business activities that are not the practice of the regulated profession or directly related or ancillary to the practice of that profession.
How can I reinstate my professional corporation’s Certificate of Authorization if it’s been revoked?
Your professional corporation must meet the eligibility requirements. You must apply for a new Certificate of Authorization by submitting the required documentation and paying the application fee.