Original Post Date: Mar 9, 2016
For all Ontario corporations, including business corporations, not-for-profits and charities, a mandatory filing called Initial Notice or Initial Return is required. The Province of Ontario requires that this filing be completed within 60 days of the business being incorporated in Ontario. The Initial Notice filing solidifies the corporate information provided for the business and requires officer positions for the individuals within the organization. Examples of officer positions are President, Secretary and Treasurer. There are a number of positions to choose from.
Is The Initial Return Filing Mandatory?
Yes, the Province of Ontario states that corporations must complete and submit the Initial Notice/Initial Return and file the government forms within 60 days of being incorporated in Ontario. If the filing is not completed, at any time after the 60 day requirement, the Province of Ontario can cancel the incorporation for non-compliance with this requirement. You will see your incorporation date on the first page of your Articles of Incorporation or Letters Patent, for non-profits or charities.
How Often Do I Have To File The Initial Notice/Initial Return?
The Ontario Corporation Initial Return is a one time filing. While some other jurisdictions in Canada corporations must complete Annual Returns to be filed in order to keep the corporation active, the only mandatory filing for Ontario corporations is the Initial Notice.
What Are Officer Positions?
The officer positions are the titles of the individuals on file for the Ontario corporation and the responsibilities they have within the corporation. The officer information is added to the public record with the Initial Return filing. There are a number of standard officer positions available, such as President, Secretary, Treasurer, Chairperson, Chief Executive Officer (CEO), Chief Financial Officer (CFO), Manager, Authorized Signing Officer, etc.
Individuals are able to be listed both as a director and officer of a corporation, and can also hold multiple officer titles for a corporation. There is no limit to the number of directors that can be listed for a corporation, however only five officer titles can be listed on file for Ontario corporations. Any additional officer information can be included within the Minute Book for the corporation. The Minute book for a corporation also includes any other corporate records and minutes from meetings.
For all Ontario not-for-profit and charitable organizations, a minimum of three directors, as well as a President and Secretary must be listed. These two officer titles can be assigned to any of the directors on file or they can be listed as different individuals. The officer titles are announced when the Initial Return filing is completed.
What If Other Information Has Changed Since Incorporation?
If any corporation information has changed since the date of incorporation, including the individuals listed as directors, whether you wish to add or remove director and officer listings, change head office or mailing address of the corporation or a directors address, you are able to make these changes at the same time as this filing is completed.
After this filing is completed, if additional changes are required to the director information or registered office or mailing addresses, a Notice of Change form can be filed. This change form is done through the same government forms and process as the Initial Notice filing.
If you are looking to make any other changes to your corporation, such as the corporate name or structure, this would be done through a separate filing called Articles of Amendment. The government forms to file Articles of Amendment are completed if the change by an Ontario incorporation includes a name change from a named to numbered company or vice-versa, or for a change to the business or structure of the Ontario corporation.
How Can I File This Document?
There are two ways to file the Initial Notice or Initial Return with the Province of Ontario:
The Initial Notice is available to be completed and filed manually with the Province by mailing the manual form into the Provincial office on University Ave. in Toronto, or going in person to Service Ontario to complete and submit these government forms. You will want to note that not all Service Ontario locations accept these filings, so it is important to check first that the location you are visiting does.
We do not recommend filing manually, however, as confirmation of the filing is not provided by the Province. The processing of a manual Initial Notice typically takes 9 weeks for the Provincial corporate system (ONBIS) to be updated with the new information. If the document is not received by the Province and your incorporation is cancelled as a result, you have no recourse to prove the filing was submitted.
We no longer offer to file these government forms manually as a service to our regular client base.
The Initial Notice can be filed electronically on a same day basis Monday through Friday, where your corporate record is updated immediately. First, a data extract is completed to pull all of the information on the corporate record. An electronic draft of the corporate information will be emailed confirming the changes you have requested, followed by receipt that these changes have been completed. Once the confirmation of filing is completed, you can keep the Initial Notice filing together with your original Articles of Incorporation to show any changes made.
Is My Corporate Information Available To The Public?
There is certain information for a corporation that is part of the public record and can be found through a corporate profile search or another due diligence search. The corporate information that is available through a public corporate search includes:
- Corporate name and number
- Date of incorporation
- Current status of the corporation
- Head office and mailing address
- Director information – names and addresses
All that is required to complete a corporate search is the name or number of the corporation and the jurisdiction where it is registered.
If you have recently incorporated in Ontario and need to file your Initial Return/Notice of Change, Ontario Business Central can get this done quickly and sent to you by email. Your filing will be registered with the electronic corporate filing immediately and you will have a document to confirm the completion of the filing.
At Ontario Business Central, our commitment is to assist entrepreneurs as they build and grow their business successfully. If you have any questions about how to take the first steps to start, please reach out to our helpful and knowledgeable staff.
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Ontario Business Central Inc. is not a law firm and cannot provide a legal opinion or advice. This information is to assist you in understanding the requirements of registration within the chosen jurisdiction. It is always recommended, when you have legal or accounting questions that you speak to a qualified professional.