On October 19, 2021, the Ontario Ministry of Government and Consumer Services (the "Ministry") will open the online Ontario Business Registry ("OBR"). The registry will streamline access for organizations that are registered, incorporated or licenced to carry on business in Ontario. The OBR will be accessible 24 hours a day, 365 days a year, and will allow for more than 90 types of transactions including incorporation, amalgamation and dissolution of existing businesses. Corporations will also be able to file their annual return online. When filing online, users will receive an email with the documents attached in electronic format, instead of paper copies.
When the OBR launches, service counters across the province will no longer endorse articles over the counter, although qualified intermediaries, including law firms, may be able to get documents processed urgently by making an appointment at the Service Ontario counter located at 375 University Avenue, Toronto.
The launch of the OBR coincides with the proclamation of the long-awaited Not-For-Profit Corporations Act, 2010 (the "ONCA"), which will significantly modernize the legislative framework for Ontario not-for-profit corporations. For a more detailed discussion of the ONCA and what it means for not-for-profit corporations in Ontario, see our previous blog post here.
Annual Filings
The Corporations Information Act annual return process has also changed. As of May 15, 2021, annual returns could no longer be filed with Canada Revenue Agency and, until the OBR launches, corporations are exempt from filing annual returns, if the returns fall due during this period. While corporations can take advantage of this exemption, we nevertheless recommend filing annual returns due during this period to maintain continuity and avoid ambiguity in the future, as it may be unclear whether the corporation's annual returns were due during the exempt period.
Once the OBR launches, corporations will need to file their annual returns electronically, using this new platform. Corporations should take this opportunity to review their minute book and corporate records to ensure all corporate proceedings are up-to-date, both internally and with the Ministry.
Company Key versus Business Identification Number
Individuals who incorporate or register a new business directly with the OBR will be given a "company key". This is a confidential passcode that may be shared with authorized representatives (accountants and lawyers, for example) to allow them to make profile changes and complete filings.
When incorporating and forming an entity through the OBR, there will be a new requirement to include a corporation's official email address. This address will be used for all Ministry correspondence and confirmation of filings. The company key will be sent by email to the corporation's official email address immediately following incorporation.
A company key will not be required if a corporation completes filings through a registered service provider (i.e. Dye & Durham, ESC) since the registered service provider will have the authority to complete filings for the corporation. Most law firms will likely be filing in this way. Individuals or organizations filing on behalf of a corporation directly with the OBR will need the company key in order to complete the transactions. As of October 19, 2021, existing corporations can request a company key using the Request Form located at www.ontario.ca/businessregistry. The company key will be mailed to the corporation's head office address.
It is important to note that corporations may also be issued an Ontario Business Identification Number ("BIN"), a 9-digit number assigned by the Central Production and Verification Services Branch, Ontario Business Information System (ONBIS). The Ontario BIN is different from the federal business number issued by Canada Revenue Agency and can be found on a corporation's Master Business License. It will be important to keep track of both the BIN and the company key, and to ensure that access is not mistakenly provided to an unauthorized recipient.
Who can use the OBR
All corporations filing under the Business Corporations Act, the Business Names Act, the Corporations Act, the ONCA, the Corporations Information Act, the Extra-Provincial Corporations Act, the Partnerships Act and the Limited Partnerships Act will be able to file under the OBR. Corporations that are already registered or incorporated in Ontario will automatically have a profile on the OBR when it launches.
Legal Services Providers
The release of the OBR will make it easier for business owners to prepare and file registrations and annual proceedings on their own. On October 19, 2021, only business and not-for-profit owners will have direct access to the OBR. Future releases of the OBR, however, will provide qualified intermediaries, such as lawyers and accountants, with direct access. Currently, qualified intermediaries will be able to continue to file on behalf of their clients, either through third-party service providers, or through email.
Helpful Links
Sign up for updates on the Ontario Business Registry here.
For more information on the OBR, click here.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
