This guide contains information on how to complete
the Form 1, Initial Return/Notice of Change under the Corporations Information Act (CIA) for Ontario corporations.
All instructions refer to the sample form provided below. Each item below
is marked by a clickable question mark and item number on the attached sample
form.
-
Please choose one box only.
If the corporation is a Business Corporation,
indicate this by placing an 'X' in the
appropriate box (Initial Return or Notice of
Change).
If the corporation is a Not-for-Profit
Corporation, indicate this by placing an 'X' in
the appropriate box (Initial Return or Notice
of Change).
-
Ontario Corporation Number
Insert, on all pages of CIA Form 1, the corporation's
Ontario Corporation Number exactly as it is
shown on your incorporating documents. For
confirmation of that number, please check:
- the top right corner of your Articles of
Incorporation/Continuation/Amalgamation/Amendment/Revival or whichever is the most current
applicable document
- Letters Patent, Supplementary Letters Patent, Order of Revival or whichever is the most current applicable document.
- Corporation Profile Report.
-
Date of Incorporation or Amalgamation
Insert, on all pages of the CIA Form 1, the
Date of Incorporation or Amalgamation as
it is shown on your incorporating or
amalgamating documents.
The Date must include the Year, Month and
Day in that order. Example: 2005/06/17
-
Corporate Name
Insert the name of the corporation exactly as
it is shown on the:
- Articles of Incorporation/Continuation/Amalgamation/Amendment/Revival or
whichever is the most current
applicable document
-
Letters Patent or Supplementary
Letters Patent (whichever is the most
current applicable document); or
-
Corporation Profile Report.
Include all spaces and punctuation marks.
-
Registered or Head Office Address
The Registered or Head Office address in
Ontario must be completed in full including
the Street Name, Number, City/Town, and
Postal Code. A rural route or lot and
concession numbers are also acceptable.
A Post Office Box (P.O. Box) number or
General Delivery alone are not acceptable.
- Mailing Address
If the mailing address is the same as the
Registered or Head Office, place an 'X' in the
box provided. If the address is different from
the Registered or Head Office address, it
must be set out in full including Street Name,
Number, City/Town and Postal Code. Post
Office Box (P.O.Box) numbers alone are
acceptable, as are other mailing addresses
outside of Ontario.
If you do not wish to set out a mailing
address, place an 'X' in the "Not Applicable"
box.
-
Preferred Language
Select the preferred language for
correspondence from the Branch by placing
an 'X' in the appropriate box (English or
French).
-
Number of Schedule A(s)
The Initial Return/Notice of Change form
consists of a Form 1 and Schedule A. Schedule A must be completed showing all the current directors of the corporation; the five most senior officers of the corporation; and any officers or directors that have ceased in that position.
You must specify not only the changes but report all current directors and the five most senior officers.
Specify the number of Schedule A(s) being
submitted. Photocopies of the Schedule A
can be made if more than one is required.
-
Person Authorizing Filing
Print the full name of the person who is certifying that all the information in the CIA Form 1 is true, correct, and complete in the space provided. Specify
whether the person authorizing the filing is a
Director, Officer or Other person having
knowledge of the corporation by placing an 'X'
in the appropriate box. Select only one box.
-
Full Name
Enter the administrator's (director/officer) full
name including last name, first name and
middle name(s) or initial(s). To report a change to previously filed information be sure to enter the name exactly as it currently appears on the Public Record.
Important: Avoiding Duplication of Administrator's Name
If the name on the CIA Form 1 is not set out exactly as it appears on the Public Record, the Ontario Business Information System (ONBIS) will not link the name with the current record but will instead, create a duplicate record for the same individual.
For example the system would not link Mary Jane Smith with Mary J. Smith or Mary Smith. This could result in three separate records for the same person.
Helpful Tip:
Removing an Incorrectly Recorded Administrator's Name from the Public Record
If the Name on the Public Record is incorrect
or not as you would like the name to appear
on the Public Record (example: John
Malcolm Smith as opposed to John M. Smith):
-
Set out the name that you do not
want (John M. Smith) that is currently
on the Public Record;
-
Set out the address and date
elected/appointed exactly as it is
shown on the Public Record;
- Enter a ceased date that is the same
as the date elected/appointed.
This will remove this entry from the Public Record.
Re-entering the Correct Administrator Name Into the Public Record
-
Re-enter the person's full name
exactly as you would like the name to
appear on the Public Record (John
Malcolm Smith) in the next blank
director/officer Information section of
the form;
-
Set out that person's complete
address for service and date
elected/appointed.
Ensure that all future filings record the name exactly as it has been newly submitted.
Contact the ServiceOntario Contact
Centre if assistance is required to make
these changes correctly at 416 314-8880
or 1 800 361-3223 (toll free in Ontario).
-
Director/Officer Address
Enter the administrator's (director/officer) full
address. Please include the street
name, number or rural route or lot and
concession number, city/town and postal
code. A post office box (P.O. Box) or general delivery
alone is not acceptable.
If a person is an existing director/officer,
ensure that the person's address is shown
exactly as it appears on the Public Record.
For example, if a floor number is recorded on
the Public Record, be sure to include the floor
number on this form in the format previously used.
Helpful Tip: The address for service can be the director's or officer's business address (a post office box number or general delivery is not acceptable).
Important: Changing an Administrator's Address
If the administrator's (director/officer) address
is no longer the same as what appears on the
Public Record, a new address can be entered
as long as the existing person's name and the
date elected/appointed remains the same.
Changing an Administrator's Address and Date Elected/Appointed
If attempting to change the administrator's (director/officer)
address and date elected/appointed at the
same time, the administrator record being
changed will remain on the Public Record and
a new record with the updated information will
be created. The ONBIS system checks for two identical items of information to link a change with the appropriate officer/director information. If neither, a director's address for service, or their date elected/appointed, matches the public record, the changes will not be linked to the director; instead a new record will be created.
To change two items of information for the same officer/director (for example the address for service and date of election/appointment) you must complete the information on Schedule A twice. First complete the director's information the same as it is currently on record and enter a ceased date. This will remove the old record. Then complete the "Director/Officer Information" again setting out the updated information with the correct address and date elected/appointed.
Contact the ServiceOntario Contact
Centre if assistance is required to make
these changes correctly at 416 314-8880
or 1 800 361-3223 (toll free in Ontario).
-
Director Information
- Resident Canadian
In the case of a business corporation indicate by placing an 'X' in the appropriate box whether the director is a resident Canadian. Under the Business Corporations Act at least 25 per cent of the directors of a corporation must be resident Canadians. If a corporation has less than four directors, at least one must be a resident Canadian.
Helpful Tip: Definition of Resident Canadian
According to the (Ontario) Business Corporations Act, a resident Canadian means an individual who is:
- a Canadian citizen ordinarily resident in Canada;
- a Canadian citizen not ordinarily resident in Canada who is a member of a prescribed class of persons, or
- a permanent resident within the meaning of the Immigration and Refugee Protection Act (Canada) and ordinarily resident in Canada.
- Date Elected
Indicate the date on which the person was elected director in the "Date Elected" field.
The date must include the year, month and day in that order. For example: 2005/06/17
The "Date Elected" cannot be prior to the date of incorporation or amalgamation entered in Item 2. Also, it cannot be a future date.
- Date Ceased
This item should be completed to report that a person has stopped/discontinued in the position of director or to remove an inaccurate record. Indicate the date on which the person ceased in the position.
To ensure the public record is updated correctly be sure to enter the director's name, address and date elected exactly as previously filed.
- Officer Information
Although there is no restriction on the number of officers a corporation may have, only information for the five senior officer positions should be reported. If a Corporation Profile Report shows more than five active officer positions recorded on the public record, please cease all but the five senior positions. Each position counts as one, even if the same person holds several positions. For example, if two individuals hold all five senior officer positions you would only report information for the two individuals.
- Date Appointed
Indicate the date in full on which the person was appointed to the position in the "Date Appointed" field under the appropriate title. If the person is not a President, Secretary, Treasurer or General Manager, select the position from the "Other Titles" list by placing an 'X' in the small box located beside that
position.
The "Other Titles" list is located in the rectangular box to the right of the General Manager position heading.
Ensure that the date appointed is entered under the list in the appropriate space provided.
The date must include the year, month and day in that order. For example: 2005/06/18
Helpful Tip: Selection of "Date Appointed".
The "Date Appointed" cannot be prior to the date of incorporation or amalgamation entered in Item 2 or cannot be a future date.
-
Date Ceased
This item should be completed to report that a person has stopped/discontinued in the position of officer; to remove an inaccurate record, or to remove any officers that are not one of the five most senior officers. Indicate the date on which the person ceased in the position.
To ensure the record is updated correctly be sure to enter the officer's name, address and date elected exactly as previously filed.
Corporation Profile Report
If you are not sure how information was previously filed you can order a Corporation Profile Report. These reports show all the current information on the public record for the corporation.
For information on how to obtain a Corporation Profile Report visit the ServiceOntario website at: www.ServiceOntario.ca.