Yes. An Ontario holding company is a corporation like any other, so the OBCA requires a registered office in Ontario: a real address, not just a P.O. box. It can share that address with your operating company, and it still files a T2 and an Ontario annual return every year, even if it only holds shares.

Holdcos tend to get set up late in the year. Owners and their accountants look at retained earnings in November, decide to move surplus out of the operating company, and incorporate a holdco before year-end. The registered office is the detail that gets filled in with whatever address is handy, usually the owner's home. Here is what the rules say and what works better.

What is a holding company in Ontario?

Ontario law has no special category for a holding company. A holdco is simply a corporation whose main assets are shares or investments: usually shares of your operating company, sometimes property, sometimes cash. It is incorporated the same way, under the OBCA, and has the same obligations.

Why owners use one is a tax planning question for your accountant. This post covers the corporate housekeeping that comes with it.

Does a holding company need its own registered office?

Yes. Under section 14 of the Business Corporations Act (OBCA), every Ontario corporation must have a registered office in Ontario, at the address in its articles or its latest notice on the Ontario Business Registry. A holdco is no exception.

The registered office is where:

  • government and legal notices are sent;
  • people can serve documents on the corporation; and
  • the corporation's records are normally kept, unless the directors decide otherwise.

A P.O. box alone is not acceptable as an Ontario registered office address. It needs to be a physical location in Ontario. If you want the background, our post on whether someone must be present at an OBCA registered office goes into the detail.

Can the holdco and the opco share one address?

Yes. Nothing in the OBCA prohibits two related corporations from using the same registered office address. What matters is that each corporation's mail and legal notices actually reach the people responsible. In practice:

  • Use the full legal name of each corporation on everything sent to that address.
  • Make sure whoever handles the mail knows both names.
  • Record the address correctly in each corporation's corporate records and on the Ontario Business Registry.

The common choices are your home, your accountant's or lawyer's office (if they offer it), or a virtual office.

Why not just use your home address?

Your registered office is public on the Ontario Business Registry, so using your home puts your home address on public record for every corporation that uses it. It also ties the corporations to your house: if you move, both need a notice of change within 15 days, and you need to make sure mail is not lost in the move. Our guide to keeping your home address private when incorporating explains the alternatives.

What else a holding company must file every year

A holdco that "does nothing" still has a calendar:

  • T2 corporate tax return: CRA requires every resident corporation to file a T2 for every tax year, even if it is inactive or has no tax payable. It is due six months after year-end. Our corporate tax deadline guide has the dates.
  • Ontario annual return: filed through the Ontario Business Registry within six months after the end of each tax year, with no government fee.
  • Corporate records: resolutions for dividends, share transfers and director changes. A holdco's records often matter more than the operating company's, because they document the dividends flowing between them.

A note on financing

If you plan to borrow, the operating company applies. The Canada Small Business Financing Program excludes holding corporations, so a holdco cannot be the CSBFP borrower. See who qualifies for CSBFP.

A registered address for a holdco at Markham Office

Our registered office address is 1005-3601 Highway 7 E., a staffed business centre in Markham, open weekdays with a receptionist who accepts mail.

  • Virtual Accelerator: $79/month ($799/year) covers mail for two companies and four people, which suits an opco plus holdco.
  • Virtual Starter: $49/month ($499/year) covers one company.
  • Ontario incorporation: $499 incl. the Ontario fee, + HST on our fee, if you are incorporating the holdco now (start here).
  • Annual return filing: $99 + HST.

See how the address works on our virtual office page, or call (905) 305-7800.