Incorporated as a Regular Corporation Instead of a Professional Corporation in Ontario?

If you have incorporated your practice as a standard business corporation and are now applying for a Certificate of Authorization, you may be running into an issue.

The corporation exists.

But it does not meet the requirements of your governing body.

This is a situation we see frequently with regulated professionals, particularly where incorporation was completed before reviewing the professional corporation requirements.

Why This Happens

Incorporating through ServiceOntario is relatively straightforward.

It does not assess whether your corporation complies with the rules of your regulator.

As a result:

• the corporation is accepted

• the structure appears complete

• the professional later applies for authorization

• the application cannot proceed because the corporation is not compliant

The issue is not that the corporation was formed incorrectly.

It is that it was not formed as a professional corporation.

The Key Misconception: “Can This Be Fixed With an Amendment?”

This is the most common question we receive.

In theory, corporations can be amended.

In practice, amendment alone is often not sufficient to resolve the issue.

When an Amendment Might Work

There are limited situations where an amendment can address the problem.

This is typically where:

• the individual is already fully licensed

• the share structure is largely compliant

• the issue is limited to the corporate name or minor structural details

In these cases, targeted amendments may be sufficient.

When Amendment Is Not Enough

In most cases we see, amendment does not fully resolve the issue.

This is usually because:

• the corporation was set up as a standard business corporation from the outset

• the share structure does not meet regulatory requirements

• ownership does not comply with professional corporation rules

• the individual is not yet in a position to meet authorization requirements

In these situations, correcting the corporation is not a simple adjustment.

It requires a more comprehensive approach.

What the Correct Approach Often Involves

Where the structure does not align with regulatory requirements, the solution may involve:

• dissolving the existing corporation

• incorporating a new professional corporation

• ensuring the name and structure comply with the governing body

• aligning ownership and control with licensing requirements

This approach is often more efficient than attempting to modify a structure that was not set up for professional use.

Why This Becomes Frustrating

From the client’s perspective:

• the corporation has already been set up

• time and money have already been spent

• the expectation is that authorization is the next step

When the application cannot proceed, it creates urgency.

The key at that stage is to identify the correct path forward rather than continuing to adjust a structure that may not be suitable.

This Is a Structural Issue, Not Just a Filing Issue

The issue is not the filing itself.

It is the structure of the corporation.

Professional corporations are governed by specific rules that go beyond standard incorporation requirements.

If those rules are not reflected in the corporation, authorization will not be granted.

Book a Consultation

If you have incorporated your practice as a regular corporation and are now facing issues with authorization, it is worth reviewing the structure before taking further steps.

In many cases, the solution is not a simple amendment, but a restructuring of how the corporation is set up. You can Book a Consultation to walk through your current corporation and determine the most effective way to move forward.