An Ontario Certificate of Status is issued by the Ontario government for Ontario companies. Sometimes these are called Certificates of Good Standing or Certificates of Compliance and all companies registered in all jurisdictions in Canada and for that matter in most countries can obtain these certificates when needed. However, in the Ontario jurisdiction they are called Certificates of Status.
When is an Ontario Certificate of Status Required
Basically a Certificate of Status is required when you need to provide someone or some other company with the assurance that your Ontario company is in good standing and is in existence and has not been dissolved.
What does Being in Good Standing Mean when you Receive a Favourable Ontario Certificate of Status
Being in good standing means that the company is still active and has not been dissolved for non-filing of federal and/or provincial tax returns as required by Revenue Canada or non-filing of the Ontario annual return as required by the Ontario Business Registry.
The federal government will dissolve an Ontario company for non-filing of federal tax returns if they are not done for three or more years.
In the past prior to the Ontario Business Registry coming into effect (prior to 2019), Ontario annual returns were filed as a schedule to the Corporate tax return. The Ontario annual return must now be filed directly with the Ontario Business Registry. The Ontario government now has the ability to track very easily which companies have and have not filed their Ontario annual returns. Although no companies have been dissolved for non-filing as yet the Corporations Information Act (Ontario) provides penalities for non-filing which includes a financial penalty or may also include the cancellation of a company’s charter.
Further, in some cases, even if you have filed your corporate tax returns as required prior to 2019, if your accountant did not include the schedule or the schedule inadvertently was not forwarded to the Ontario Ministry of Government Services, your annual returns may not have been recorded as filed. Our experience is that you may have years of annual returns that are not recorded. It is a good idea to obtain an Ontario corporate profile report to determine if your Ontario company has outstanding Ontario annual returns.
What does an Ontario Certificate of Status Show
The Certificate of Status for an Ontario company will provide the:
- current name of the Ontario company
- Ontario corporate number
- date of incorporation (date it came into existence)
- the company’s current status (i.e. active or inactive)
If the individual or company requesting the Certificate of Status needs to show more information than is shown on the certificate they will need to obtain a legal opinion since an Ontario Certificate of Status cannot be modified to include additional information. This can be done by an Ontario lawyer.
What Will Determine a Favourable Ontario Certificate of Status
Currently if an Ontario company has not been dissolved by the Corporation Tax Branch or by the Ontario Business Registry, it will receive a favourable certificate of status even if there are outstanding corporate tax returns and/or Ontario annual returns.
Ontario Certificate of Status vs Ontario Corporate Search
A Certificate of Status is not an Ontario corporate search. If you are trying to determine information about an Ontario company you should have an Ontario Corporate Profile search (i.e. Ontario corporate search) done rather than ordering a Certificate of Status.
Who Requests Ontario Certificates of Status
Certificates of Status are sometimes required by banks, law firms, individuals on the other side of a corporate deal whereby you may be selling your company, when the corporation registers a vehicle, when a company buys property, etc.
Any person or company that your Ontario company is dealing with may ask you to provide them with a Certificate of Status to ensure your company is in good standing with the Ontario government. Knowing this in advance will save you money and problems.
What is the Timing and Method of Delivery of an Ontario Certificate of Status
In most cases you can get an Ontario Certificate of Status in the same day you order it and usually in less than one hour. The certificate is issued as a pdf document. The pdf will be forwarded to you by email.
