If you’re a dentist with a professional corporation outside of Ontario, how do you proceed to CONTINUE that corporation in Ontario and get a Certificate of Authorization from the Royal College of Dental Surgeons of Ontario? Well, let’s take a look.
Continuance
First, you’re going to need to prepare and file a Form 6 Continuance Application with the Ministry of Government Services – Companies and Personal Property Security Branch. The purpose of this Application is to tell the Ontario government that you want to transfer the jurisdiction of your dental corporation from somewhere other than Ontario to Ontario.
The Application requires that you submit:
- The Articles of Continuance, completed in duplicate, bearing original signatures on both copies;
- A copy of the incorporating document, together with all amendments made, certified by the appropriate official of the incorporating jurisdiction;
- A letter of satisfaction, certificate of discontinuance or other document issued by the appropriate officer of the incorporating jurisdiction that indicates that the corporation is authorized under the laws of that jurisdiction to apply for Articles of Continuance;
- A legal opinion to the effect that the laws of the jurisdiction to which the corporation is subject, authorize the corporation to apply for continuance, if the corporation is incorporated outside of Canada;
- A NUANS name search report (not required if continuing as a number company);
- A fee of $330 (standard service 48 hours or 2-4 weeks by mail) or
$500 (expedited service 24 hours if delivered in person); and - A covering letter giving a contact name, return address and telephone number.
Now, once these things have been submitted, it will take anywhere from 24 hours (if dropped off in person) to 2-4 weeks (if mailed) to process the Articles of Continuance.
Keep in mind that obtaining a Letter of Satisfaction from the incorporating jurisdiction is no straightforward process. For example, in Nova Scotia, it’s a two-step process. For the first step, you’ll need to submit a petition and affidavit of verification (requesting permission to export containing information regarding special resolution and reason for the request), a special resolution of shareholders approving exportation, a legal opinion from a lawyer (to the effect that the Ontario business corporations Act permits continuance and that certain rights under Nova Scotia law will be preserved), and a copy of documents being filed in continuing jurisdiction. There is also a fee of $123.30. For the second step, you’ll need to file a copy of the certificate and articles of continuance from Ontario with the Nova Scotia government and confirmation of continued registration or revocation (if the corporation intends to remain registered to carry on business in Nova Scotia, extra fees may apply; if it doesn’t want to remain registered, a request for revocation of its Certificate of Registration is required).
Amending the Articles
After the Articles of Continuance have been filed and accepted, the next step may involve filing Articles of Amendment. You will need this if the articles of incorporation do not comply with various Ontario rules and regulations concerning dentistry professional corporations. For example, the name of the corporation may not follow appropriate naming rules under the Certificate of Authorization Regulations. Also, the restrictions on the business may not be correct. Finally, the share structure of the corporation may be all wrong. As such, it’s important to have a lawyer familiar with these regulations review your documentation to see whether articles of amendment are required. If they are required, then you’ll need to file some MORE paperwork with the Ontario Ministry of Government Services:
- Articles of Amendment completed in duplicate, bearing original signatures on both copies;
- Ontario-biased NUANS name search report if there is a change of name (not required if the new name is a number name);
- A fee of $150.00; and
- A covering letter giving a contact name, return address and telephone number.
Certificate of Authorization
Once the Articles of Continuance and Articles of Incorporation have been duly filed and accepted, you can then proceed to apply for a Certificate of Authorization from the Royal College of Dental Surgeons of Ontario. Check out previous blogs for more details on incorporating.
