As a dentist, relocating a corporation to Ontario involves more than just packing up your practice and moving. The legal intricacies of continuing your corporation in a new province can be complex, but they’re crucial to ensuring your practice remains compliant and operates smoothly. In this post, we’ll walk you through everything you need to know about continuing your corporation in Ontario. Let’s dive in.
Understanding Continuance
Before we delve into the specifics, it’s important to grasp what “continuance” entails. In legal terms, a corporate continuance refers to the process of transferring your existing corporation from one jurisdiction to another. This isn’t merely a formality—it’s a crucial step to ensure your corporation is recognized under Ontario law and complies with local regulations.
For dentists, this means that your corporation, which was established somewhere else in Canada, will need to be re-registered and recognized as a legal entity in Ontario. This process ensures that your practice can continue its operations seamlessly.
Steps for Continuing Your Corporation in Ontario
Continuing your corporation in Ontario is a multi-step process that requires careful attention to detail.
Application for Continuation
The first step is to tell the Ontario government of your intention to transfer your corporation’s jurisdiction to Ontario. This requires you to prepare and submit a Continuance Application with the Ministry of Government Services. This application requires several documents, such as:
- Articles of Continuance: These articles outline the intent to continue your corporation in Ontario and provide necessary details about the corporation.
- Certificate of Good Standing: This certificate from your current jurisdiction proves that your corporation is in good standing and has complied with all local regulations up to the point of continuance.
- Consent from Shareholders: If applicable, you’ll need to obtain consent from your corporation’s shareholders to proceed with the continuance.
- Incorporating Documents: A copy of the incorporating documents, together with all amendments made, certified by the appropriate official of the original jurisdiction.
Approval from Current Jurisdiction
Before officially transferring your corporation to Ontario, you must receive approval from the jurisdiction where your corporation was originally incorporated. Typically, this involves obtaining a letter of consent, letter of satisfaction, certificate of discontinuance or other document issued by the appropriate official of the incorporating jurisdiction. This document indicates that the corporation is to apply for Articles of Continuance.
Ontario will not accept the continuation application without this approval. However, obtaining this approval is not always straightforward and often involves a fee. For example, in Nova Scotia, it’s a two-step process. First, you need to submit a petition and affidavit of verification, a special resolution of shareholders approving exportation, a legal opinion from a lawyer and a copy of the documents filed in the continuing jurisdiction. Next, you need to file a copy of the certificate and articles of continuance from Ontario with the Nova Scotia government, and confirmation of the request for revocation of its Certificate of Registration is required.
Securing approval from your current jurisdiction is essential, but it is difficult to predict how long it will take, as different areas have different processes. Engaging with an experienced dental lawyer can help you avoid common difficulties and ensure the process is handled efficiently.
Filing with the Ontario Government
Once you have all the necessary documents and approvals, the next step is to file them with the Ontario Government to have your corporation legally recognized as an Ontario entity. Processing the Articles of Continuance can take anywhere from 24 hours to four weeks. Ensuring your filing is complete and accurate is crucial. Any mistakes or omissions could delay the process, impacting your ability to operate your practice. This is where professional legal guidance can make a significant difference, ensuring that all paperwork is in order.
Amending the Articles
If any of the Articles of Incorporation for your corporation do not comply with Ontario regulations concerning dentistry professional corporations, you will need to file Articles of Amendment. For example, the original name of your corporation may not follow appropriate naming rules. Or, the share structure may not align with Ontario’s Business Corporations Act. It’s crucial to have a lawyer familiar with these regulations review your documentation to see whether articles of amendment are required.
While you can manage some aspects of continuing your corporation in Ontario independently, the complexity of the process often warrants professional legal guidance. A lawyer specializing in dental law can provide invaluable assistance in navigating the steps above, ensuring you meet all legal requirements and avoid costly mistakes.
Considerations Post-Continuation
After your corporation is officially continued in Ontario, there are several ongoing obligations and considerations to keep in mind.
Local Licensing and Regulatory Requirements
Once the Articles of Continuance and Articles of Amendment have been filed and accepted, you must ensure that you comply with the regulations for dentistry professional corporations in Ontario, as set forth by the Royal College of Dental Surgeons of Ontario (RCDSO).
The first step is to apply for a Certificate of Authorization from the RCDSO, which is required for any corporation that wants to practice dentistry in Ontario. While you must submit the application through your RCDSO member portal, a dental lawyer can assist you in preparing all the documents that you need to include.
It’s also crucial to ensure you and your corporation remain in good standing with the RCDSO and the applicable government Ministries in Ontario (e.g. Ministry of Health, Ministry of Government Services, etc.). This includes keeping your licence to practice dentistry current, meeting all continuing education requirements, renewing your Certificate of Authorization annually and adhering to all ethical and professional standards. Neglecting these ongoing regulatory requirements can lead to consequences for yourself and your corporation, including suspension of your ability to practice dentistry in Ontario or having your corporation dissolved. Staying informed and up-to-date with these requirements is non-negotiable.
Corporate Compliance and Records Maintenance
Maintaining accurate and up-to-date corporate records is one of the primary aspects of ongoing compliance for your corporation and is best done using a minute book. Your minute book should comprehensively record the corporation’s legal and financial decisions, including annual resolutions, shareholder agreements, and board meeting minutes.
In Ontario, failing to keep your corporate records current can lead to penalties, legal disputes, and complications during audits or financing transactions. It’s a task that, while often overlooked, is critical to the smooth operation of your corporation.
In addition to minute book maintenance, you must also comply with ongoing filing requirements. These include filing yearly corporate tax returns, submitting annual returns to the Ontario government and renewing your business name. It’s essential to be aware of deadlines and ensure all filings are completed accurately and on time. Missing a deadline or submitting incorrect information can result in penalties and might even jeopardize your corporation’s legal status in Ontario.
While internally managing corporate compliance and minute book maintenance is possible, staying updated with the constantly changing legal landscape requires significant time and expertise. DMC’s Corporate Maintenance Membership ensures you meet all legal requirements while freeing up your time.
Corporate Structure Review
While not a requirement, continuing your corporation in Ontario also offers an excellent opportunity to review and amend your corporation’s structure. This review can help you optimize within the Ontario regulations for:
- Tax Efficiency: A well-structured corporation can provide significant tax advantages, helping you retain more of your earnings. This is especially important when considering the different tax treatments of salaries and dividends.
- Corporate Compliance: Ensuring your corporate structure complies with Ontario’s laws will prevent legal issues and ensure your practice can operate smoothly.
Growth Planning: If you’re planning to expand your practice or bring on new partners, now is the time to ensure your corporate structure supports your long-term goals.
Work with a financial advisor and corporate lawyer who understand the dental industry to assess and update your current structure.
Bottom Line
Continuing your corporation in Ontario involves several critical steps, from applying for continuance to adjusting for local regulations. Understanding these steps and the importance of ongoing compliance will help ensure your practice remains legally sound and operationally efficient. While we’ve outlined the process and considerations of continuance, navigating this process alone can be overwhelming. At DMC, we specialize in providing legal guidance to dental professionals and can help you manage the legal complexities of the dental industry in Ontario.
If you plan to bring your corporation to Ontario to practice dentistry, contact us today to schedule a consultation. Let’s work together to ensure your practice thrives in its new home.
