Lawyers and businesses have long awaited an update to Ontario’s antiquated business filing system. It has never been more true since most people now work remotely, and documents are signed and filed electronically.
The new Ontario Business Registry has officially launched. Up until this point, Ontario remained one of the few provinces that did not accept electronic filings without the use of third-party service providers. As of October 19, 2021, more than 90 transactions may be submitted electronically through the new registry. Individuals may submit the following filings on behalf of their businesses, including articles of incorporation, continuances, initial returns, registering new businesses, articles of amendment, dissolving businesses, notices of change and annual returns, to name a few. Automatic e-mail reminders will also be sent to official e-mail addresses to keep track of any upcoming filings.
The following outlines the changes to the Ontario business filing system, as well as provides further updates expected to launch in early 2022.
What Is The New Ontario Business Registry?
On October 19, 2021, the Ministry of Ontario launched the new Ontario Business Registry (“OBR”). The public may now file and process over 90 transactions with respect to for-profit and not-for-profit corporations through the online registry. The OBR will allow businesses to submit filings and notices online without the use of third-party service providers, in-person filings at ServiceOntario counters or mailing these documents to the Ministry of Ontario. The registry will be available online 24/7 providing a more efficient, instant and streamlined service to an ever-changing and digital world.
What Services Are Provided Through The New OBR?
Anyone can now search the online registry at no cost for businesses that are for-profit or not-for-profit. Additionally, one can access their own existing business or create a new entity. Further services include registering a new business, dissolving an existing one, filing amendments, initial returns, notices of change and annual returns (which were previously filed through the Canada Revenue Agency). For a complete list of services, please visit https://www.ontario.ca/page/ontario-business-registry.
Who May Submit Filings?
The first iteration of the OBR is geared towards the public. It means that individuals may submit filings online through the registry on behalf of their businesses. The purpose of the OBR ensures that businesses can access services more quickly, as well as reduce paper filings and costs.
During this time, intermediaries such as lawyers and accountants may continue to complete transactions for their clients via authorized third-party service providers. In response to COVID-19 and in accordance with the Alternative Filing Methods for Business Act, 2020, qualified intermediaries such as lawyers, paralegals and chartered professional accountants can also submit certain filings by e-mail. The next iteration of the OBR will allow lawyers and other qualified professionals to file transactions directly through the OBR on behalf of their clients. This is expected to launch in early 2022.
Since the purpose of the OBR is to increase efficiency while at the same time reducing costs and paper filings, ServiceOntario counters across the province will be discontinued with the launch of the new OBR.
How To Get Started With The New OBR?
In order to get started with the new OBR, the following are the steps that an individual must take:
(1) Obtain a ONe-key ID;
(2) Set up a ServiceOntario Account; and
(3) Register a New User.
First, individuals must register and obtain a ONe-key ID to access the OBR. This key is directly associated with one entity. Once the user has created an account, they will be issued a ONe-key ID and a confirmation e-mail will be sent to the registered e-mail for that account.
Next, individuals must set up their ServiceOntario account by entering an e-mail address connecting the user to their account.
Once the ServiceOntario account is activated, individuals must include details, such as their name, e-mail address and telephone number.
As soon as the above steps have been followed, individuals may access and submit transactions with the new OBR on behalf of their businesses.
What Is The Company Key & Official E-mail? Why Are They So Important?
A company key is generated by the OBR as soon as a company is incorporated or when someone registers a new business name. For those with multiple entities, then a company key must be obtained for each of those respective entities. The company key is sent directly to the “official e-mail address” at the time of the initial filing. The purpose of the company key ensures that no one will be able to file any documents on behalf of that entity without that unique company key. Also, official e-mails must be current, as all official documents and notices will be sent to this e-mail address. That is why the company key and official e-mail address are extremely important and must be safeguarded at all times. In the event of any changes to official e-mail addresses, individuals should update their information immediately to continue receiving correspondence and notices concerning their businesses.
For entities already incorporated or registered in the previous ONBIS system prior to the launch of the new OBR, requests must be made for each respective company key. These company keys will not be automatically mailed to you. To request a company key, please visit https://www.appmybizaccount.gov.on.ca/onbis/companykey/?lang=en and search for the name of your entity. From there, you can request a company key. Please note that company keys will only be mailed to the registered office address on file with the OBR.
How Can Lawyers Assist Clients In Navigating The New OBR?
Although individuals with overall or “executive authority” may submit filings with the new OBR, it is always advisable that clients have a lawyer review the documents before submission. The reason is that lawyers will be better able to find the applicable forms and fill out the respective information will ease and efficiency. This will alleviate any stress, time, resources and costs in the event the Ministry of Ontario rejects the submissions for any reason.
Additionally, the OBR allows the option to pre-populate certain forms. However, “one size does not fit all” when it comes to businesses. The specific pre-populated forms might work for one business but may not work for others. Unless clients are setting up a generic business, it is always recommended to have a lawyer draft your articles or other corporate documents. That is where the lawyer will come in and advise you on the best course of action tailoring language to your specific situation.
What Does My Lawyer Need To Submit Filings With The New OBR?
Lawyers will request several things from clients before submitting filings on their behalf. First, lawyers assisting their clients with filings will generally require something in writing requesting that clients provide “delegated authority” to them. They will need to obtain authority from their clients before even proceeding. Additionally, lawyers should confirm the e-mail addresses that clients will use as their official e-mail addresses to ensure that all correspondence and notices are sent to the appropriate party. Finally, lawyers will request a copy of the company key from clients for safekeeping and to submit filings on their behalf.
Conclusion
The new OBR is just that—new. It will continue to update and evolve, including the forms and systems currently in place. It not only applies to the public but also to lawyers and other qualified professional intermediaries. Clients must have someone knowledgeable about the new system and able to navigate it with ease and efficiency. The archaic way of submitting business filings via paper is a way of the past for most. Clients need business lawyers who are up-to-date on the changes and able to provide them with the most cost-effective solution. For more information on the new OBR or in submitting filings, Ranieri Law provides complimentary initial consultations.
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