Company Information

Notice to Clients
Checklist for Completing Form 1, Initial Return/Notice of Change, under the Corporations Information Act

To help you complete your Initial Return/Notice of Change correctly, we have identified the most common deficiencies and developed a checklist to which you may refer when completing your Initial Return/Notice of Change. It is recommended that you order a Corporation Profile Report to obtain a list of the corporation's current administrators to use as reference when completing the Schedule A portion of your Initial Return/Notice of Change.

Before mailing your Initial Return/Notice of Change, review the following checklist to ensure it is completed correctly.

Corporation name and number are correct throughout all pages of the form.

For confirmation of the name and Ontario Corporation Number, please check the Certificate of Incorporation, Articles of Incorporation, Continuation, Amalgamation, Amendment or your Letters Patent or Supplementary Letters Patent (whichever is the most current applicable document), or your Corporation Profile Report. Ensure that the corporation name is set out exactly as it appears on the most recently filed document listed above, including proper spelling, spacing and punctuation.

Date of Incorporation/Amalgamation is correct as per the original Certificate of Incorporation/Amalgamation or Letters Patent. The date must be completed in full (year, month, day). For example, December 31 st 2001 should be set out as 2001/12/31.

The Registered/Head Office address is completed in full and includes street number and name, city or town, and postal code. Ontario and Canada are pre-printed on the form. A post office box alone is not acceptable; include Rural Route or Lot and Concession.

Return all pages of the Initial Return/Notice of Change. The Initial Return/Notice of Change consists of two parts: Form 1 (page 1) and Schedule A.

Administrator (Director/Officer) data is completed in full.

Administrator (Director/Officer) data is completed in full.

The appropriate number of directors and officers is completed on Schedule A. (For any change, including Head Office address, etc., all director and officer information must be repeated on Schedule A and be accompanied by page 1 of the form.)


Please Note : Corporations must report all directors but not more than five senior officers, two of whom must be a president and a secretary, where mandatory.

Corporation Type

Requirement

Business corporation -- not offering shares
Business corporation - offering shares
Not-for-Profit corporation

Minimum of 1 director
Minimum of 3 directors
Minimum of 3 directors, only 1 president and 1 secretary

The administrator's first and last names are provided.

The address is completed in full and includes street number and name, city or town, Rural Route or Lot and Concession (if applicable) and postal code.

Director and officer names are completed exactly as shown on previous filings (i.e. John Michael Doe and not John M. Doe). If there are variations in the name, the intended change will not be reflected against the existing administrator record, but instead will result in the creation of an additional record for the same individual. For example, John D. Smith on a previous filing cannot be matched with John Doe Smith on a current filing. If you need to change the director/officer's name, cease the incorrect individual name and add the correct name, address and date elected/appointed.

Indicate whether or not the director is a Canadian resident by checking the appropriate box. (Please note that the majority of the directors of a business corporation must be Canadian residents)

Date Elected is completed in full (year/month/day) and is not a date prior to the date of incorporation or amalgamation or a date in the future.

Date Ceased is completed in full (year/month/day) and is not a date in the future.

When ceasing a director/officer, ensure that both the date elected/appointed and the date ceased are completed in full (year/month/day).

When the date under “Other Titles” is completed ensure that the appropriate “other” title is checked off from the checklist provided above the date box.

Previously reported generic “Other” positions have been ceased if an officer is to be assigned a specific position under “Other Titles”. For example, on the former CIA Form 1, which did not display specific “Other” positions, John D. Smith, vice president, was previously reported generically as “Other”. He should now be ceased as “Other” and in the next “Director/Officer Information” section of the same filing, be reported as vice- president under “Other Titles”. (Note: if you do not first cease John D. Smith properly under “Other”, this officer will appear under both “Other” and “ vice- president”. See details below).

Other titles

In January 1999, a list of titles under “Other Titles” was introduced on CIA Form 1 replacing “Other” previously used to report all untitled officer positions other than president, secretary, treasurer and general manager. Officers previously reported generically as “Other” (e.g. chair, chair person, vice-chair, vice-president) can now be reflected with specific titles on the Public Record under “Other Titles”.

As corporations can report only the five most senior officers, it is important to cease officers who are in excess of the filing requirement.

Officers previously reported as “Other” who fall under specific positions listed under “Other Titles” (e.g. vice-president), should be amended to reflect the specific title. As well, officers previously reported as “Other” whose status has now changed to president, secretary, treasurer or general manager, should be ceased as “Other” and then reported under one or more of these four titles.

To change a position previously reported as “Other” to a new position from “Other Titles” (for example, you now wish “Other” to be identified as “vice president”), you must first cease the old position of “Other” as follows:

Complete the “Director/Officer Information” portion on Schedule A (name, address, postal code).

Then under “Officer Information” within the same section on Schedule A:

•  Place an “X” in the “Other Untitled” box located under “Other Titles”.

•  Complete the date elected and the date ceased.

Go to the next new “Director/Officer Information” portion on Schedule A and complete this portion (name, address, postal code).

Then under “Officer Information” within the same section on Schedule A:

•  Select the position you wish to report from the “Other Titles” (e.g. vice president) and place an “X” in that box.

•  Complete the date appointed.

Where a change is made to the filing and an officer previously reported as “Other” remains as “Other” (because the appropriate title is not identified on the form):

Complete the “Director/Officer Information” portion on Schedule A (name, address, postal code).

Then under “Officer Information” within the same section on Schedule A:

•  Place an X in the “Other” untitled box under “Other Titles”.

•  Complete the date appointed.

If the officer holds more than one “Other-Untitled” position with different appointment dates, a separate “Director/Officer Information” section must be completed for each.

REMEMBER: You must set out information for all Directors and the five most senior officer positions whether or not changes have occurred to the information. Where changes have occurred, you must show the changes on the Notice of Change. The completed first page of CIA Form 1 must always accompany a Schedule A.

Electronic Filing

Form 1, Initial Return/Notice of Change may be filed electronically through Service Providers under contract with the Ministry of Government Services.

In a matter of minutes, you will be able to complete Form 1 Initial Return/Notice of Change, submit it to the Companies and Personal Property Security Branch for filing and receive confirmation once the information has been updated to the Public Record, all from the convenience of your home or office.

Prior to filing, you will also have the opportunity to order an electronic data extraction report commonly referred to as a data extract. When you order a data extract, the most current information on file with the Branch will be automatically inserted into the form. All you have to do is add new information or make changes to the existing information.

The online software will guide you through the completion of the form and the edits and validations will help to ensure that your filing complies with the Corporations Information Act and will be accepted by the Companies and Personal Property Security Branch.

There is no government fee for filing the Form 1 Initial Return/Notice of Change but there is an $8 fee for the data extract.

For information about Service Providers visit the ServiceOntario website.

Information about Companies and Personal Property Security Branch products and services is available on the Ministry of Government Services' website.

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