Incorporation Issuance and Renewal
NOTE: Application fee increase effective January 1, 2017.
Effective January 1, 2017, the annual renewal fee for a certificate of authorization will increase from $125 to $175. The fee for issuance of a new certificate of authorization will increase from $350 to $400.
The fee increase will apply to all new applications received on or after January 1, 2017, and all renewal applications with a renewal date on or after January 1, 2017.
Applications submitted with the old fee will be subject to the fee increase and will be contacted by the College for payment of the balance.
The application fee for issuance of a certificate of authorization and the application fee for annual renewal of a certificate of authorization are as follows:
- Issuance of a certificate of authorization - $400
- Renewal of a certificate of authorization - $175
Under the Regulated Health Professions Act, College members are permitted to establish a corporation for the purpose of practising medicine.
Members intending to incorporate must do so under the Ontario Business Corporations Act. For forms and instructions on how to incorporate, contact the Companies Branch of the Ministry of Government Services or 416-314-8880.
Following incorporation, the corporation must apply to the College for a Certificate of Authorization. Without this Certificate, the corporation is not permitted to practise. Practising without a certificate or holding out as a professional corporation without a certificate in an offence.
Important: Before submitting articles of incorporation to the Ministry, special care should be taken to ensure that the articles, including the proposed name of the corporation, will meet the requirements for issuance of a Certificate of Authorization. Members are urged to review these requirements thoroughly before they incorporate.
Regulations and Relevant Sections and Statutes
Applying for a Certificate of Authorization
- Appicants must be registered members of the College at the time of submission.
- Applications must be fully and correctly completed when submitted to the College.
- Incomplete or incorrect applications may be returned.
Processing of completed applications takes several weeks, but the Certificate will be dated and will take effect from the date the College received the completed application.
Note that the rules governing corporation name are strictly enforced. The College will not issue a Certificate of Authorization if the name of the corporation does not follow the format set out in the application instructions.
Members are urged to review these instructions before filing for incorporation.
Certificate of Authorization Application
Annual Renewal of Certificate of Authorization
Certificates of Authorization must be renewed annually. The College will send a reminder to the corporation about six weeks in advance of the renewal deadline, but the College assumes no responsibility for initiating application for renewal.
If a corporation does not apply or fails to comply with one or more of the requirements for renewal, the College will issue a notice proposing to revoke the corporation's Certificate of Authorization. Revocation will occur sixty days from the date of the notice, if grounds for revocation still exist. Upon revocation, the corporation ceases to be a professional corporation and its authority to practise the profession ceases.
Certificate of Authorization Renewal Application
Duty to Notify College of Change in Shareholders
See Frequently Asked Questions for more information
Under the Regulated Health Professions Act (RHPA), corporations are required to notify the Registrar of each change in shareholders who are members of the College. Further, the RHPA requires that notice of shareholder change be provided within the time and in the form and manner determined under the College’s by-law.
The following check-list will assist corporations in meeting their obligations under the RHPA and the College by-law:
- Corporations are required to notify the Registrar of any change in the shareholders of the corporation who are members of the College. (Notice of changes in family member shareholders is not required.)
- Notice of shareholder change must:
- be provided within 15 days following the shareholder change.
- identify the new member shareholder(s), the member shareholder(s) who has ceased to be a member shareholder, and the date of the change.
- be provided in the approved College form and signed by a director of the corporation.
- be sent by regular mail, fax, courier or personal delivery, but not by electronic mail.
- be addressed to the Registrar, care of Registration Department, re: Notice of Shareholder Change.
- Declaration: Under O. Reg. 39/02 of the RHPA, corporations must include with the notice of shareholder change a declaration of a director of the corporation certifying that the corporation is in compliance with section 3.2 of the Business Corporations Act.
- No form or method of notice other than that specified above will be accepted.
- Failure to notify the Registrar of a change in shareholders in accordance with the RHPA and the College’s by-law is grounds for revocation of the corporation’s certificate of authorization.
Notice of Shareholder Change: Forms and Instructions
Change of Address: Business and Registered Office
Corporations are required to notify the College of their current business address(es) (i.e. the address where they carry out the practice medicine). Business addresses are public and appear in the College's website along with other publicly available information.
Corporations must also notify the College of their current registered office address. This is the address used for College communications. It is not available to the public, unless it is the same as the business address.
Download Change of Address form here and return to the College by fax or email.
Holding Companies and Trustee Ownership
Holding companies may not own shares in medicine professional corporations.
Trustee ownership is permitted only where an individual, as trustee, owns non-voting shares in trust for one or more children of a voting physician shareholder, who are minors, or beneficiaries.
Applications presenting holding companies as shareholders, or presenting trustees as shareholders for family members who are not minors, will be refused.
Duty to Notify College of Name Change, Other Changes in Articles
Under the Regulated Health Professions Act, corporations are required to notify the College promptly of every change of corporation name and every other change in their articles of incorporation. Notice must be in writing and include a copy of the certificate of amendment from the Ministry of Government Services.
Upon amalgamation with another corporation, a medicine professional corporation ceases to exist as an entity separate from the newly amalgamated corporation, and its certificate of authorization may be revoked.
In the event of revocation, the amalgamated corporation must apply for and obtain a new certificate of authorization before it may practise as a professional corporation. The amalgamated corporation must meet all of the eligibility conditions and requirements for issuance of a certificate of authorization.
Corporations Incorporated Outside Ontario
Health profession corporations which have incorporated in a jurisdiction outside Ontario, including corporations federally incorporated under the Canada Business Corporations Act, cannot obtain a certificate of authorization and be deemed a health profession corporation in Ontario without incorporating under the Ontario Business Corporations Act and satisfying the conditions and requirements for a certificate of authorization under the Regulated Health Professions Act. These requirements include filing for a Certificate of Continuance from the Ministry of Government Services.
As a first step, corporations from outside Ontario should contact the Companies Branch of the Ministry of Government Services or 416-314-8880 for forms and instructions on how to continue the corporation in Ontario.
A license issued under the Ontario Extra-Provincial Corporations Act is not sufficient for purposes of qualifying for a certificate of authorization and recognition as a “health profession corporation” under the Regulated Health Professions Act.
Replacement Certificate of Authorization or Duplicate Receipt
Payment form available here.
In the event of a lost certificate of authorization, payment of $10 is required for issuance of a replacement.
To request a replacement certificate, send your signed, written request together with payment of the $10 fee to the Corporations Unit. Be sure to quote your corporation ID number and explain briefly why you need a replacement.
Payment must be received before a replacement certificate is issued. Payment can be made by credit card using the College's payment form or cheque, made payable to the College of Physicians and Surgeons of Ontario.
The replacement certificate will be mailed to your registered office address, unless indicated otherwise, usually within two weeks from the date we receive your request. The College will not fax or provide photocopies of the certificate of authorization.
Requests for a duplicate receipt of payment must also be made in writing to the Corporations Unit. There is no fee.
For more information, contact the Corporations Unit.
Important: The College is unable to provide any legal or accounting advice in respect of issuance or renewal of Certificates of Authorization. For advice in this regard, the College recommends corporations consult a lawyer or accountant.