Certificate of Authorization Explained for Professional Corporations in Ontario

If you are a regulated professional incorporating a professional corporation in Ontario, a Certificate of Authorization is not optional. It is a core compliance requirement that allows the corporation to legally practise the profession.

Despite its importance, the Certificate of Authorization is one of the most misunderstood aspects of professional corporations. Many professionals incorporate without realizing it is required. Others assume it can be handled later or that incorporation alone is sufficient.

What Is a Certificate of Authorization?

A Certificate of Authorization is approval issued by a professional regulatory body that permits a professional corporation to practise the regulated profession.

While the corporation is created under corporate legislation, the authority to practise comes from the regulator. The Certificate of Authorization confirms that:

• The corporation meets ownership and control requirements

• The name complies with professional naming rules

• The corporation is permitted to practise the profession

• Regulatory oversight extends to the corporate structure

Without this certificate, a professional corporation may exist legally but is not authorized to practise.

Who Needs a Certificate of Authorization?

Most regulated professionals in Ontario require a Certificate of Authorization to operate through a professional corporation.

This commonly includes:

• Registered Psychotherapists

• Psychologists

• Social Workers

• Registered Massage Therapists

• Chiropractors

• Physiotherapists

• Dentists

• Physicians

• Other regulated health and professional disciplines

Each regulator has its own application process, timing rules, and compliance requirements.

When Is a Certificate of Authorization Required?

In most cases, a Certificate of Authorization must be obtained either before the corporation begins practising or shortly after incorporation, depending on the regulator.

Waiting too long can create compliance issues. Operating a professional corporation without authorization may result in:

• Regulatory breaches

• Professional discipline risk

• Issues with insurance coverage

• Problems during audits or complaints

Timing matters and should be addressed as part of the incorporation process.

How the Certificate of Authorization Fits Into Incorporation

Incorporation and authorization are separate steps.

Incorporation:

• Creates the legal entity

• Establishes share structure and governance

• Registers the corporation under corporate law

The Certificate of Authorization:

• Permits professional practice

• Confirms regulatory compliance

• Governs how the corporation may operate

Both are required for a compliant professional corporation.

Common Certificate of Authorization Mistakes

Many professionals run into issues because this step is misunderstood or overlooked.

Common mistakes include:

• Incorporating but never applying for the certificate

• Assuming accountants or online services handled it

• Using a non compliant corporate name

• Operating the corporation before approval

• Incorrect share ownership or control

• Missing renewal or ongoing reporting obligations

These mistakes are common and often discovered only when problems arise.

Risks of Operating Without a Certificate of Authorization

Operating without a valid Certificate of Authorization can have serious consequences.

Depending on the profession, risks may include:

• Regulatory investigation or discipline

• Professional liability exposure

• Insurance coverage issues

• Orders to cease practising through the corporation

• Required restructuring under time pressure

These risks increase if a complaint, audit, or dispute occurs.

Can You Fix Certificate of Authorization Issues?

In many cases, yes.

Options may include:

• Applying for the certificate retroactively where permitted

• Correcting corporate structure or name issues

• Amending share ownership

• Restructuring the corporation to meet regulatory requirements

The solution depends on the regulator, the timing, and the nature of the non compliance.

What Professionals Often Wish They Had Known Earlier

Looking back, many professionals say they:

• Did not realize authorization was separate from incorporation

• Assumed filing the corporation was enough

• Were unaware of naming restrictions

• Would have involved legal counsel earlier

Most issues are fixable, but they are easier and less stressful when addressed proactively.

How to Ensure Your Professional Corporation Is Compliant

A compliant professional corporation requires:

• Proper incorporation structure

• Regulator compliant naming

• Correct ownership and control

• A valid Certificate of Authorization

• Ongoing regulatory compliance

Legal review ensures these elements align from the outset and continue to do so as the practice evolves.

Book a Consultation

If you are incorporating a professional corporation or are unsure whether your existing corporation has the required Certificate of Authorization, you can Book a Consultation to review your structure and ensure regulatory compliance.