Start, dissolve and change a corporation

Types of corporations

The following forms are for creating and changing two types of corporations:

• a business
• a not-for-profit

You’ll also find the forms for operating an extra-provincial corporation in Ontario.

Incorporate a business

To incorporate a business, you must file Articles of Incorporation (Form 1 under the Business Corporations Act) and supporting documents with the Ministry of Government and Consumer Services. A list of supporting documents appears on the form.

Within 60 days of the date of incorporation, the corporation must also file an Initial Return/Notice of Change (Form 1 under the Corporations Information Act). There’s no fee for filing this form.

Cost

The cost to file Articles of Incorporation depends on how you decide to file:

• $300 (plus an additional Private-Sector Service Provider fee) to file online:
  • Cyberbahn
  • OnCorp Direct Inc.
  • Esc Corporate Services Ltd.
• $360 to file by mail (processing time is 15 business days) to:
  • Ministry of Government and Consumer Services
    Central Production and Verification Services Branch
    393 University Avenue, Suite 200
    Toronto, ON  M5G 2M2
• $360 to file in person at specified offices across the province

Payment method

You can pay:

• online, using a credit card (Visa, Mastercard)
• by mail, with a cheque or money order made out to the Minister of Finance
• in person, using cash, debit or credit card (Visa, Mastercard) cheque or money order made out to the Minister of Finance

Consent to Act as First Director

If you are incorporating your business by mail or in person, complete a Consent to Act as First Director (Form 2 under the Business Corporations Act) for every first director of the corporation who is not an incorporator. You need to keep the form at the corporation’s registered office.

If you’re filing online, all first directors must complete a Consent to Act as First Director (Form 2 under the Business Corporations Act). Keep the form at the corporation’s registered office.

It’s important to do this in case the Ministry of Government and Consumer Services ever requests to see the document.

Incorporate a not-for-profit

If you want to incorporate a not-for-profit by mail or in person, you must submit an Application for Incorporation of a Corporation without Share Capital (Form 2 under the Corporations Act) and supporting documents with the Ministry of Government and Consumer Services at:

Ministry of Government and Consumer Services
Central Production and Verification Services Branch
393 University Avenue, Suite 200
Toronto, ON  M5G 2M2

A list of supporting documents appears on the form.

If you want to incorporate a charity and are using pre-approved objects (purposes) and special provision clauses, send the completed Application for Incorporation of a Corporation without Share Capital (Form 2 under the Corporations Act) and supporting documents to the Ministry of Government and Consumer Services at:

Ministry of Government and Consumer Services
Central Production and Verification Services Branch
393 University Avenue, Suite 200
Toronto, ON  M5G 2M2

If you want to incorporate a charity and are not using the pre-approved objects and special provision clauses, submit your applications to the Public Guardian and Trustee at:

Office of the Public Guardian and Trustee
Charitable Property Program
595 Bay Street, Suite 800
Toronto, ON  M5G 2M6

Within 60 days of the date of incorporation of a not-for-profit, you must also file an Initial Return/Notice of Change (Form 1 under the Corporations Information Act). There’s no fee for filing this form.

Cost

Choose from the following two rates:

• $155 for standard service (35 business days to process)
• $255 for expedited service (7 business days to process)

If you are a charity that is using non-standard objects, there is an additional $150 fee for review and approval from the Office of the Public Guardian and Trustee.

Payment method

Charities can pay by mail or in person at:

• Ministry of the Attorney General
  Office of the Public Guardian and Trustee
  Charitable Property Program
  595 Bay Street, Suite 800
  Toronto, ON  M5G 2M6

All other not-for-profits can pay:

• by mail, with a cheque or money order made out to the Minister of Finance:
  Ministry of Government and Consumer Services
  Central Production and Verification Services Branch
  393 University Avenue, Suite 200
  Toronto, ON  M5G 2M2
• in person using cash, debit or credit card (Visa, Mastercard) cheque or money order made out to the Minister of Finance at:
  375 University Avenue, 2^nd floor
  Toronto, ON  M5G 2M2

Corporations outside of Ontario

Domestic

If your corporation was created in a province/territory outside Ontario, you must file an Initial Return within 60 days of the date the corporation starts carrying on business in Ontario.

Fill out and submit an Initial Return/Notice of Change by an Extra-Provincial Corporation (Form 2 under the Corporations Information Act) – free of charge – to:

Ministry of Government and Consumer Services
Central Production and Verification Services Branch
393 University Avenue, Suite 200
Toronto, ON  M5G 2M2
Canada

Foreign business corporation

If your business corporation was created outside of Canada, you must apply for a licence to carry on business in Ontario. To apply for an extra-provincial foreign corporation licence, fill out and file an:

• Application for Extra-Provincial Licence (Form 1 under the Extra-Provincial Corporations Act)
• Appointment of Agent of Service (Form 2 under the Extra-Provincial Corporations Act)

You must also file an Initial Return/Notice of Change (Form 2 under the Corporations Information Act), within 60 days after the corporation starts carrying on business in Ontario. There’s no fee for filing this form.

Foreign not-for-profit

A foreign not-for-profit corporation must file an Initial Return/Notice of Change by an Extra-Provincial Corporation (Form 2 under the Corporations Information Act) with supporting documents with the Ministry of Government and Consumer Services to obtain an Ontario Corporation Number (OCN). There is no fee for filing this form.

Cost

There is a $330 fee to apply for an extra-provincial foreign corporation licence.

There is no fee for the Appointment of Agent of Service.

Payment method

By mail

Pay by cheque or money order, made out to the Minister of Finance (in Canadian dollars) by mail to:

Ministry of Government and Consumer Services
Central Production and Verification Services Branch
393 University Avenue, Suite 200
Toronto, ON  M5G 2M2
Canada

In person

Pay using debit, credit card (Visa, Mastercard), cash or cheque/ money order made out to the Minister of Finance at:

375 University Avenue, 2^nd floor
Toronto, ON  M5G 2M2

Dissolve a corporation

Business

Depending on the situation, a business corporation can be dissolved either voluntarily or involuntarily.

Voluntary dissolution

If you decide to dissolve a corporation yourself, it’s called a voluntary dissolution. There are two ways to dissolve your corporation, depending on whether your corporation has started carrying on business or issued any shares or not. The requirements for each type of voluntary dissolution are set out in the forms below. You may wish to talk to a lawyer to determine which of the two forms below you need to fill out:

• Articles of Dissolution (Form 10 under the Business Corporations Act)
• Articles of Dissolution (Form 11 under the Business Corporations Act)

Cost

The cost to dissolve your corporation is $25.

Payment method

You can pay by:

• mail, using cheque or money order made out to the Minister of Finance to

  Ministry of Government and Consumer Services
  Central Production and Verification Services Branch
  393 University Avenue, Suite 200
  Toronto, ON  M5G 2M2

• in person, using debit, credit card (Visa, Mastercard), cash or cheque/ money order made out to the Minister of Finance at

  375 University Avenue, 2^nd floor
  Toronto, ON  M5G 2M2

Involuntary dissolution

When there’s cause, or if a corporation is in default of filing or statutory requirements, the Ministry of Government and Consumer Services may dissolve your corporation. This is called an involuntary dissolution.

Examples of sufficient cause include when the corporation:

• hasn’t maintained the required number of directors
• has been convicted of an offence under the Criminal Code of Canada or any federal statute, or an offence as defined in the Provincial Offences Act, and cancellation is in the public’s best interest
• has engaged in conduct described in s. 248(2) of the Business Corporations Act

Examples of default of a filing or statutory requirement include when the corporation:

• has not complied with sections 77 and 78 of the Securities Act
• has failed to comply with a filing requirement under the Corporations Information Act or has failed to pay a fee required under the Business Corporations Act
• is in default in complying with any of the following Ministry of Finance statutes: Corporations Tax Act, Employer Health Tax Act, Fuel Tax Act, Gasoline Tax Act, Land Transfer Tax Act, Retail Sales Tax Act, Tobacco Tax Act, Alcohol and Gaming Regulation and Public Protection Act, 1996 or the Taxation Act, 2007

Not-for-profit corporation

Voluntary dissolution

If you decide to dissolve a not-for-profit corporation yourself, it’s called a voluntary dissolution and you must file a Surrender of Charter (Form 9 under the Corporations Act). There is no fee to file this form.

To get the form you can:

• call ServiceOntario at 416-314-8880 or toll-free 1-800-361-3223
• pick up in person (at this location only)

  375 University Avenue, 2^nd floor
  Toronto, ON  M5G 2M2

File your form:

• by mail

  Ministry of Government and Consumer Services
  Central Production and Verification Services Branch
  393 University Avenue, Suite 200
  Toronto, ON  M5G 2M2

• in person (at this location only)

  375 University Avenue, 2^nd floor
  Toronto, ON  M5G 2M2

Involuntary dissolution

When there’s sufficient cause, or if a corporation is in default of a filing requirement under the Corporations Information Act or has failed to pay a fee required under the Corporations Act, then the Ministry of Government and Consumer Services may dissolve your corporation. This is called an involuntary dissolution.

Terminate a foreign corporation licence

If you need to cancel a foreign corporation’s licence to operate in Ontario, you must file an Application for Termination of an Extra-Provincial Licence (Form 4 under the Extra-Provincial Corporations Act):

• mail

  Ministry of Government and Consumer Services
  Central Production and Verification Services Branch
  393 University Avenue, Suite 200
  Toronto, ON  M5G 2M2

• in person (at this location only)

  375 University Avenue, 2^nd floor
  Toronto, ON  M5G 2M2

There is no fee to file the Application for Termination of an Extra-Provincial Licence.

Report that a domestic extra-provincial corporation ceased carrying on business in Ontario

If your corporation was created in a province/territory outside Ontario and you need to stop carrying on business in Ontario, your corporation must file an Initial Return/Notice of Change (Form 2 under the Corporations Information Act).

This form must be completed and must include:

• the date you started doing business in Ontario (date commenced)
• the date you stopped doing business in Ontario (date ceased)

Revive a corporation

You may be able to revive a corporation depending on why, when and how it was dissolved. The rules are different for business and not-for-profit corporations.

Business corporation

To revive a business corporation, you must file Articles of Revival (Form 15 under the Business Corporations Act).

Cost and payment method

The cost to revive your corporation is $330 and you can file by:

• mail

  Ministry of Government and Consumer Services
  Central Production and Verification Services Branch
  393 University Avenue, Suite 200
  Toronto, ON  M5G 2M2

• in person (at this location only)

  375 University Avenue, 2^nd floor
  Toronto, ON  M5G 2M2

Not-for-profit

To revive a not-for-profit corporation, you need to file an Application for Revival (Form 10 under the Corporations Act).

To get the form you can:

• call ServiceOntario at 416-314-8880 or toll-free 1-800-361-3223
• pick up in person (at this location only)

  375 University Avenue, 2^nd floor
  Toronto, ON  M5G 2M2

Cost
The cost to revive your not-for-profit corporation is $100 and you can pay by:

• mail, using cheque or money order made out to the Minister of Finance:

  Ministry of Government and Consumer Services
  Central Production and Verification Services Branch
  393 University Avenue, Suite 200
  Toronto, ON  M5G 2M2

• in person (at this location only) using debit, credit card (Visa, Mastercard), cash or cheque/money order made out to the Minister of Finance at:

  375 University Avenue, 2^nd floor
  Toronto, ON  M5G 2M2

Cost
The cost to revive your not-for-profit corporation is $100 and you can pay:

• by mail, using cheque or money order made out to the Minister of Finance:

  Ministry of Government and Consumer Services
  Central Production and Verification Services Branch
  393 University Avenue, Suite 200
  Toronto, ON M5G 2M2

• in person (at this location only) using debit, credit card (Visa, Mastercard), cash or cheque/money order made out to the Minister of Finance at:

  375 University Avenue, 2^nd floor
  Toronto, ON M5G 2M2

Foreign corporations

A foreign corporation with a licence that has been cancelled or terminated must apply again for a new licence to continue carrying on business in Ontario.

Amalgamate corporations

If two or more Ontario corporations plan to amalgamate and continue as one corporation, then Articles of Amalgamation (Form 4 under the Business Corporations Act) must be filed.

You can submit the Articles of Amalgamation (Form 4) in person at select ServiceOntario locations.

If two or more Ontario not-for-profit corporations plan to amalgamate and continue as one corporation, then Letters Patent of Amalgamation (Form 11 under the Corporations Act) must be filed.

You can get the Application for Letters Patent of Amalgamation (Form 11) from:

• ServiceOntario at 416-314-8880 or toll-free 1-800-361-3223
• pick up in person (at this location only)

  375 University Avenue, 2^nd floor
  Toronto, ON M5G 2M2

Submit the form to:

Ministry of Government and Consumer Services
Central Production and Verification Services Branch
393 University Avenue, Suite 200
Toronto, ON M5G 2M2

Business Corporation

Continue (transfer) into Ontario

If you want to transfer a business corporation out of its home jurisdiction and into Ontario, you must fill out the Articles of Continuance Form (Form 6 under the Business Corporations Act) and either mail it to or drop it off at an address below with the appropriate payment.

Method	Cost	Processing and delivery time
In person	$330	48 hours if requested, otherwise within 15 business days
In person, expedited service	$500	24 hours
Mail	$330	Within 15 business days

Continue (transfer) out of Ontario

If you want to transfer a business corporation out of Ontario and into another jurisdiction, you must complete the Application for Authorization to Continue in Another Jurisdiction Form (Form 7 under the Business Corporations Act.)

Method	Cost	Processing and delivery time
In person	$330	Immediately
Mail	$330	Within 15 business days

Continue (transfer) a Not-for-Profit corporation

If you want to transfer a not-for-profit corporation into Ontario from a different jurisdiction, you must complete the Application for Continuation in Ontario of an Extra-Provincial Corporation (Form 12 under the Corporations Act). The cost of this form is $155.

If you want to transfer a not-for-profit corporation out of Ontario and into another jurisdiction, you must fill out the Application for Authorization to Transfer to Another Jurisdiction (Form 13 under the Corporations Act). The cost of this form is $155.

The processing time for these not-for-profit forms is 35 business days from the date the application is received. Expedited service is not available.

These forms can be requested by:

• contacting ServiceOntario at 416-314-8880 or toll-free 1-800-361-3223
• pick up in person (at this location only)

  375 University Avenue, 2^nd floor
  Toronto, ON M5G 2M2

Where to send or drop off your form

Mailing address:

Ministry of Government and Consumer Services
Central Production and Verification Services Branch
393 University Avenue, Suite 200
Toronto, ON
M5G 2M2

In-person drop off:
375 University Avenue, 2^nd Floor

Payment

Payments by mail can be made by cheque or money order, payable to the Minister of Finance.

Payments in person can be made by:

• cash
• Visa
• Mastercard
• debit card
• cheque or money order payable to the Minister of Finance.

You must notify the Ministry of Government and Consumer Services when making periodic updates to your corporate information whether you’re a business, not-for-profit or foreign corporation.

Business corporation

If your business corporation wishes to apply to change its name or other provisions within its Articles, the corporation must file an Articles of Amendment (Form 3 under the Business Corporations Act). The cost of this form is $150.

Submit the form by mail to:

Ministry of Government and Consumer Services
Central Production and Verification Services Branch
393 University Avenue, Suite 200
Toronto, ON M5G 2M2

You can also submit this form in person at select ServiceOntario locations.

If any of the following information that was previously filed with the Ministry changes, the corporation must file an Initial Return/Notice of Change (Form 1 under the Corporations Information Act) within 15 days after the change:

• registered or head office address
• mailing address
• language of preference
• director/officer information

There is no fee for filing this form.

Where to send or drop off your form

Mailing address:

Ministry of Government and Consumer Services
 Central Production and Verification Services Branch
393 University Avenue, Suite 200
Toronto, ON
M5G 2M2

In-person drop off:
375 University Avenue, 2^nd Floor (in person)

You can also file this form online through a Private-Sector Service Provider for a fee.

• Cyberbahn
• ESC Corporate Services Ltd.
• OnCorp Direct Inc.

Not-for-profit corporation

On occasion, your not-for-profit corporation may make changes to the information previously filed with the Ministry of Government and Consumer Services. If any of the following information that was previously filed with the Ministry has been changed, within 15 days after the change takes effect the corporation must file an Initial Return/Notice of Change (Form 1 under the Corporations Information Act):

• registered or head office address
• mailing address
• language of preference
• director/officer information

There is no fee for filing this form.

If the not-for-profit corporation wishes to apply to change its name or other provisions within its Letter Patent, the corporation must file Supplementary Letters Patent (Form 3 under the Corporations Act). The cost of this form is $130.

You can submit both forms to:

Ministry of Government and Consumer Services
Central Production and Verification Services Branch
393 University Avenue, Suite 200
Toronto, ON M5G 2M2

Corporations outside Ontario

Domestic

If your corporation is outside of Ontario and you need to report a change to information previously filed with the Ministry, fill out and submit a:

• Initial Return/Notice of Change (Form 2 under the Corporations Information Act) if your corporation is domestic (outside Ontario but within Canada) within 15 days after the change; this includes any changes, such as your name or address

There is no fee to file this form

Foreign

If your corporation is outside of Canada:

• To report a change of corporation name or jurisdiction, an Application for Amendment to Extra-Provincial Licence (Form 3 under the Extra-Provincial Corporations Act) is required. The cost of this form is $150. You must also file an Initial Return/Notice of Change (Form 2 under the Corporations Information Act) within 15 days after the change. There is  no fee to file this form.
• For any other change such as registered or head office address, you must file an Initial Return/Notice of Change (Form 2 under the Corporations Information Act) within 15 days after the change. There is no fee to file this form.

The Initial Return/Notice of Change (Form 2 under the Corporations Information Act) may be submitted to:

Ministry of Government and Consumer Services
Central Production and Verification Services Branch
393 University Avenue, Suite 200
Toronto, ON M5G 2M2

Most corporations (business and not-for profit), subject to the  Business Corporations Act (BCA), Corporations Act (CA) or with a licence under the Extra-Provincial Corporations Act (EPCA), are required to file an annual return under the Corporations Information Act. The annual return may be filed with the Canada Revenue Agency (CRA), or directly with the Ministry of Government and Consumer Services through a Private-Sector Service Provider (insert link to private-sector service provider information).

Find out whether your corporation needs to file.

Make sure you read and understand the requirements before you file.

---

Single Name

If your legal name is a single name (where your culture has a tradition of single names) and you need to enter that single name on a form, please call ServiceOntario at 416-314-8880 or toll-free at 1-800-361-3223 for more information.