Ontario Business Registry (OBR) - MPBSD Updates and Responses

The OBA has an open line to government to ensure that the Ministry of Public and Business Service Delivery (“MPBSD”). understands and addresses issues of importance with respect to the new Ontario Business Registry.

Check back regularly here for real-time answers to questions from our members.

If you have specific issues or problems that are not already addressed below, please let us know at OBRinfo@oba.org. 

You can also access our regional discussion forum on the OBA Lawyers Link App - the only link you’ll need for legal news, connections, services and support - available now on Apple & Android. Here you can share and follow member experiences and approaches to the new registry.

MPBSD RESPONSES TO YOUR QUESTIONS

Q: What process does a condo corporation follow to register a business name since documents cannot be submitted in-person for processing?

A:  First a condo corporation must obtain an OCN. In order to be issued an OCN, a condo corporation must submit a copy of their Constating Document (i.e., the incorporation/amalgamation documents) and a cover letter with the following information:

  1. Corporation details, including the official email address, corporation name and address in Canada
  2. A NAICS business activity code
  3. Contact person information (name, email address, telephone number of the individual)

The condo corporation can submit this information by mail or qualified intermediaries acting on behalf of the condo corporation may submit this information via email to companiesfilings@ontario.ca. Once the request has been processed, the certificate and OCN will be emailed to the condo corporation’s official email address. 

Once the condo corporation has received the OCN, it can register a business name online; requests are also accepted via mail. Qualified intermediaries acting on behalf of the condo corporation may also submit business name registration requests and supporting documents for condo corporations by email to companiesfilings@ontario.ca for processing.

Q: My corporation’s registration date is listed on my user interface as November 11, 1111 when I search it online.  Is that okay?

A: Yes.  The registration date is not applicable for corporations and this corporation registration date does not appear on any search reports that may be purchased, such as a Profile Report. If your corporation is an extra-provincial domestic/federal/foreign non-share corporation, the date commenced in Ontario should be available if searched online and it would appear on search reports, such as a Profile Report. If it is incorrect, you should file a Notice of Change for an extra-provincial domestic/federal/foreign non-share corporation.

 Q: How do I correct the date commenced in Ontario for my extra-provincial domestic corporation if it is wrong?

A: If the date commenced in Ontario for an extra-provincial domestic/federal/foreign non-share corporation is incorrect, the entity can file a Notice of Change for an extra-provincial domestic/federal/foreign non-share corporation online in the Ontario Business Registry, through a government authorized Service Provider or by mail.  Qualified intermediaries may also file via email. For more information about filing a Notice of Change please refer to the Notice – Corporations Information Act – Filing an Initial Return and Notice of Change – Extra-Provincial Corporations. 

Q: The date elected/appointed for an officer/director is listed as November 11, 1111 in my entity profile. How can I correct this information?

A: If information related to directors and/or officers or other administrator information is inconsistent, please file a Notice of Change to update the information in the entity profile. This filing can be made online by an entity in the Ontario Business Registry, through a government authorized Service Provider or by mail. Qualified intermediaries may also file via email. For more information about filing a Notice of Change please refer to the appropriate Notice of Filing Requirements.

Q: Why can I no longer order a document list and business names list separately?

A: The ministry provides a profile report that includes the document list (i.e., filing history) and a list of active and expired or cancelled business names registered under the corporation, general partnership or limited partnership. These documents are now a part of the profile report and not available separately. A separate profile report can be obtained for any business name registered under the Business Names Act showing the particulars for that registration.

Q: Why don’t I receive any output documents when submitting a Corporations Information Act filing with the Service Providers?

A: Prior to the launch of the OBR, customers did not receive any confirmation that a Corporations Information Act filing was processed, with one exception. Canadian Extra-provincial corporations registering to do business in Ontario received a confirmation letter in the mail advising them of their Ontario Corporation Number. Now, when a Corporations Information Act filing is processed, the Ontario Business Registry sends an email to the corporation’s official email address advising that it was processed. 

Q: How can I confirm that my information for the Corporations Information Act filing was updated correctly?

A: Corporations can confirm if their information was updated correctly by logging into the OBR, accessing their profile and reviewing the information in their profile, including the filing details in the Filings tab. If the corporation has granted delegated authority to a Service Provider, the Service Provider would be able to access the corporation’s profile and review the filing details in the Filings tab. You may also order a profile report to confirm that the filing information was updated correctly.

Q: What security measures are in place for using the company key to prevent fraudulent activities?

A: The ministry issues Company Keys to businesses through the official email address on file or by mail to the registered/head office address on record. The business owner is responsible for the care and control of the Company Key issued and may therefore choose to make filings directly in the Ontario Business Registry (OBR), by mail, or through a Service Provider. The Ministry advises business owners to treat their Company Key as confidential information. The Ministry will not release Company Keys to third parties. Business owners that prefer to use the services of a Service Provider to file/transact on their behalf will need to provide them with delegated authority from their ServiceOntario Account through the grant authority function in the OBR. Delegated Authority means the authority given to an organization that is making filings for an entity on behalf of the business owner. Through the process of granting authority a one-time authorization code is generated and sent automatically to the email address of the Service Provider.  Having delegated authority does not provide Service Providers the ability to receive the Company Key on behalf of an entity.  Business owners will receive an email notification of transactions/filings completed by the Service Provider.

Q: I am unable to order a Certificate of Status for a foreign extra-provincial corporation.  How can I obtain this product?

A: The ministry does not issue Certificates of Status for entities that incorporated outside of Ontario.  For up-to-date information about the corporation’s status, the ministry recommends confirming with the home jurisdiction.  If a foreign corporation is licensed in Ontario, a profile report can be purchased to provide the corporation’s current status (e.g. active and licensed in Ontario).

Q: Why can’t I remove a Power of Attorney (POA) in an Extra Provincial Limited Partnership (EP LP) declaration. If an EP LP has a principal place of business in Ontario, is a POA required?

A.  If an Extra Provincial Limited Partnership’s governing jurisdiction is outside of Canada, a Power of Attorney will be required even if the principal place of business is in Ontario. See subsection 25 (4) and subsequent subsections of the Limited Partnerships Act for information on these requirements. There is an exemption in subsection 25 (6.2) for an extra-provincial limited partnership formed in another Canadian jurisdiction that has an office or other place of business in Ontario. For more information on Extra Provincial Limited Partnership filings please refer to the Limited Partnership Act and the Notice – Limited Partnership Act – Filings by Limited Partnerships.

Question:

The filings I am preparing require a Ministry of Finance consent.  What do I do?

Response:

The Ontario Business Registry has automated the Ministry of Finance consent process. Once the filing is submitted online, the process to request the required consent will be initiated by the system.

Q: If I need an urgent consent from the Ministry of Finance to complete my filing, how do I make this request?

A: In cases where urgent processing of documents, including consent from the Ministry of Finance, is required (i.e., need documents processed faster than the ministry’s published service standards), qualified intermediaries may submit their request to urgentOBRfilings@ontario.ca.  Please include the form (fillable and signed), supporting documents, the date Ministry of Finance consent is needed and reasons why urgent processing is required in your email. Requests should clearly indicate that consent from Ministry of Finance is being requested.

Requests will be assessed on a case-by-case basis. The Ministry of Government and Consumer Services has an established process with the Ministry of Finance to review client requests for an expedited review.  Urgent processing will not be available if there are compliance issues (e.g., outstanding returns and/or payments).

An urgent processing request may include any of the following:

  • Major commercial transaction with deadline
    • initial public offering with shareholder meeting
    • filing required before customer can complete real estate, land purchase, or other commercial transaction
  • Relates to an overseas transaction
  • Multiple transactions that must be completed in sequence
  • Transactions where there is an obligation to meet a court date

Q:  I am trying to register/renew/amend/cancel my business name and I am prevented from doing it online.  What do I do? 

A:  If you encounter system-related issues when conducting a transaction, complete the paper version of the form available here and submit them to urgentOBRfilings@Ontario.ca. If you were working with an authorized Service Provider, your provider can submit the form to urgentOBRfilings@ontario.ca on your behalf.  They will be reviewed on a case-by-case basis and an agent will connect with you or your provider directly.

For more information on Business Names Act filing requirements to include in the email to the ministry, please see Notice – Business Names Act – Registering a Business Name.  Other notices may be found here: Notices of Filing Requirements.

Q. I am acting for an extra-provincial corporation that was recently formed by an amalgamation in its home jurisdiction and the OBR is preventing me from using the corporate name of one of the predecessors.  What do I do?

A: If you are being prevented from using the name of a predecessor corporation in a successor corporation formed by amalgamation, please send an email with the appropriate documentation, e.g., articles of amalgamation to urgentOBRfilings@Ontario.ca. If you were working with an authorized Service Provider, your provider can submit the form to urgentOBRfilings@ontario.ca on your behalf.  They will be reviewed on a case-by-case basis and an agent will connect with you or your provider directly.

Q.  I am acting for an extra-provincial corporation applying to “continue into” the province of Ontario and the system is showing that its corporate name already exists.  What do I do?

A: If you encounter system-related issues when conducting this transaction, please complete the paper version of the form available here for Articles of Continuance under the BCA and here for Articles of Continuance under the ONCA and submit it to urgentOBRfilings@Ontario.ca. If you were working with an authorized Service Provider, your provider can submit the form to urgentOBRfilings@ontario.ca on your behalf.  They will be reviewed on a case-by-case basis and an agent will connect with you or your provider directly.

For more information on requirements for filing Articles of Continuance to include in the email to the ministry, please see the applicable Notice of Filing Requirements: Notice – Business Corporations Act – Filing Articles of Continuance or Notice – Not-for-Profit Corporations Act, 2010 – Filing Articles of Continuance.  Other notices may be found here: Notices of Filing Requirements.

Q: I have an urgent filing that must be processed faster than published service standards, what can the ministry do to accommodate this request?

A: In cases where urgent processing of documents is required (i.e., need documents processed faster than the ministry’s published service standards), qualified intermediaries may submit their request to urgentOBRfilings@ontario.ca.  Please include the form (fillable and signed), supporting documents and reasons why urgent processing is required in your email.  Requests will be assessed on a case-by-case basis.
An urgent processing request may include any of the following:

  • Major commercial transaction with deadline
    • initial public offering with shareholder meeting
    • filing required before customer can complete real estate, land purchase, or other commercial transaction
  • Relates to an overseas transaction
  • Multiple transactions that must be completed in sequence
  • Transactions where there is an obligation to meet a court date

Q: I don’t have an urgent filing but would like to submit via email or mail, where do I send the filings to? 

A.   In cases where processing of filings is not urgent, they can be submitted by intermediaries to companiesfilings@Ontario.ca or by mail to Business and Personal Property Branch (BPPB)  393 University Avenue, Suite 200, Toronto, ON M5G 2M2

Q: What ability will there be to file articles in December, including Holidays?

A:  Here are four simple options

1. Submit your filing via email to a government authorized service provider

Dye and Durham (oncorp.com)

  • Filings@dyedurham.com
  • Documents can be submitted by email on business days, weekends and statutory holidays
  • Any email filing received on weekdays after 5:00pm or on statutory holidays or on weekends will be deemed to be received the following business day
    • Scenario # 1 - If you are seeking an effective date of December 24, 25,26,27 or 28 the filing must be received no later than 5:00pm on December 24, 2021
    • Scenario # 2 - If you are seeking an effective date of December 31, January 1,2 or 3, 2022 the filing must be received no later than 5:00 pm on December 31, 2021
  • A filing will receive the requested effective date if they meet Ministry requirements and are received on or before the requested effective date
  • For the D&D holiday service availability calendar click here
  • Processing time will not affect the effective date of articles

ESC Corporate Services Ltd.

  • Filings@eservicecorp.ca
  • Documents can be submitted by email on business days, weekends and statutory holidays.
  • Any email filing received on weekdays after 2:00 pm – or after the special times noted below from December 24th and 31st - or on statutory holidays or on weekends will be deemed to be received the following business day
    • Scenario # 1 - If you are seeking an effective date of December 25,26,27 or 28 the filing must be received no later than 10:00 am on December 24, 2021
    • Scenario # 2 - If you are seeking an effective date of January 1,2 or 3, 2022 the filing must be received no later than 1:00 pm on December 31, 2021
  • A filing will receive the requested effective date if they meet Ministry requirements and are received on or before the requested effective date.
  • For ESC holiday service availability click here
  • Processing time will not affect the effective date of articles

2. Submit your filing via email to the Ministry:

Companiesfilings@ontario.ca

  • Documents can be filed by email on business days, weekends and statutory holidays
  • Any email filing received on weekdays after 5:00pm or on statutory holidays or on weekends will be deemed to be received the following business day
    • Scenario # 1 - If you are seeking an effective date of December 25,26,27 or 28 the filing must be received no later than 5:00pm on December 24, 2021
    • Scenario # 2 - If you are seeking an effective date of January 1,2 or 3, 2022 the filing must be received no later than 5:00 pm on December 31, 2021
  • All required documents must be received with the completed cover letter with contact information to permit fee collection, on or before the requested effective date.
  • The Ministry will contact you to complete the filing (i.e. payment)
  • You will receive your requested effective date as long as the documentation is completed in accordance with the signature and filing requirements of the applicable Act, regulations and Director’s requirements including required supporting documents and completed contact information to permit fee collection, on or before the requested effective date.
  • Processing time will not affect the effective date of articles
  • For example, if articles of amendment are filed by 5:00 pm on December 31st and a request is made for January 1, 2022 as the effective date of the articles but the articles are not processed until January 6th, the effective date will be January 1st.

3. Prefer mail? Submit your filing to the Ministry:

  • Business and Personal Property Branch (BPPB)
    • 393 University Avenue, Suite 200, Toronto, ON M5G 2M2
  • All required documents must be received with the required fee
  • Articles filed by mail must be received by the Ministry during business hours Monday to Friday 8:30-5:00pm, except holidays. If received after 5:00pm articles will be deemed to be received the following business day
  • You will receive your requested effective date as long as the documentation, completed in accordance with the signature and filing requirements of the applicable Act, regulations and Director’s requirements, including required supporting documents and required fee are received on or before the requested effective date
  • For example, if articles of amendment are filed by 5:00 pm on December 31st and a request is made for January 1, 2022 as the effective date of the articles but the articles are not processed until January 6th, the effective date will be January 1st.
  • Processing time will not affect the effective date of articles

4. Urgent processing required? As a qualified intermediary, you can contact us via email to request for urgent processing:

  • urgentOBRfilings@ontario.ca
  • The Ministry has a dedicated team to support your needs
  • You will receive an automated email confirmation
  • An urgent processing request will be assessed on a case-by-case basis and may include any of the following:
    • Major commercial transaction with deadline (initial public offering with shareholder meeting, filing required before customer can complete real estate, land purchase, or other commercial transaction)
    • Relates to an overseas transaction
    • Multiple transactions that must be completed in sequence
    • Transactions where there is an obligation to meet a court date
  • If you are currently working with a service provider, please continue to do so as they will make every effort to provide the approved documents as soon as possible, including handling urgent filings.

Need more information?

See Notice – Filing Methods and Requirements for details regarding filings by email and mail, and effective dates

See Ontario.ca/BusinessRegistry for a list of the applicable Notices of filing requirements under each business law statutes

Contact ServiceOntario at 416-314-8880 or Toll-Free Line 1-800-361-3223

FORMS – SAVING AND PRINTING BEFORE COMPLETED

  • Forms cannot be saved or printed until all information has been completed.  Even when the information required to be included in the fillable form is complete, the form will not always save all of the information and the service providers require the fillable form to complete the filings.  This causes errors in documents being filed and significant delays. Can this be fixed?

MCGS response - The Ministry reviewed and made a previously mandatory field optional in the Articles of Incorporation form and the Articles of Amalgamation form so that the draft form can be printed. The ‘Requested Date of… [incorporation, amalgamation etc.]” field has been changed to be optional, which means the filer can print the form if all other mandatory fields are completed. The updated Articles of Incorporation and Articles of Amalgamation Form are now posted on the Central Forms Repository.

SYSTEM AVAILABILITY

  • The OBR has been unavailable on a daily basis since its launch and often for more than one hour. This makes it impossible to close transactions where filings and corporate existence are determinative. What is being done to fix this?

MCGS response – On December 12, 2021, the Ministry successfully made changes to the OBR to address the system outages and performance issues. The Ministry continues to monitor the system and there have been no unscheduled outages since December 12.

FORMS – INFORMATION NOT BEING RETAINED

For Articles of Amalgamation, any data entered for Sections 5 (name of Amalco), 7 (registered office) and 8 (directors) of the form is not retained or visible. Authorized service providers have indicated that we need to file a Word document with the articles that sets out this information so they can input it as part of the filing. Can this be fixed?

MCGS response - The Ministry has uploaded the corrected PDF/paper form onto the Central Forms Repository.

FORMS – LIMITS ON CHARACTER TYPES AND NUMBER

  • How do I file my articles to ensure the share structure and other provisions don’t get cut-off because it exceeds the character limit? Mathematical formulas included in share terms are not recognized by the system but are required in the share terms for many companies). Can this be fixed?

MCGS response - The Shares and Provisions section of the fillable PDF form contains each of the applicable share article provisions (e.g., Description of Classes of Shares, etc.). Each of these has a 100,000-character limit. It is not a combined 100,000 limit for the Shares and Provisions section.

The Ministry is reviewing potential system enhancements to increase the character limit and allow formatting (e.g., paragraphing) of certain sections of some articles.

In the meantime, please follow the steps below to submit your filing, if your share structure and other provisions (e.g., Rights, Privileges, Restrictions and Conditions) exceeds 100,000 characters for one or more provision in the Shares and Provisions section and/or contains mathematical formulas:

1. Prepare the following (2) two files:

a. One paper form (e.g. Articles of Incorporation, Articles of Amalgamation, etc.) with the filing details.

i. In your paper form, in the Shares and Provisions section, insert the following (or similar) text: “See Attachment – Shares and Provisions,

Articles of Incorporation [or Amendment, etc., as applicable]”

For further information and samples, see MPBSD Ontario Business Registry - Priority Issues Update (December 14, 2021)

ADDITIONAL UPDATES

MPBSD Ontario Business Registry - Priority Issues Update (December 14, 2021)