Change of Ownership
Part A. Guidelines
Section 35 of the PCTIA Bylaws provides that all registered and accredited institutions
must receive prior approval from the Agency before implementing a Change of
Ownership. A Change of Ownership is any transaction or combination of transactions
that would result in a change of control1 of an institution.
Requirement to Notify Agency
You must notify the Agency of your intention to effect a Change of Ownership by
providing the appropriate documentation (see below) to the Agency within the required
timelines:
•
•
Registered Institutions must give notice 30 days prior to the proposed change in
ownership.
Accredited Institutions must give notice 60 days prior to the proposed change in
ownership.
Failure to obtain the Agency’s approval prior to implementing a Change of Ownership
may result in the assessment of a late fee of $500 and the suspension and/or
cancellation of registration and/or accreditation.
On receipt of notification of Change of Ownership, the Registrar will require a review of
the institution’s financial stability and may require a visit to assess whether the
institution continues to meet PCTIA requirements.
Student Records
Student records must remain under the control of the registered/accredited institution
and not previous owners/shareholders.
Fees
The fee for an application for Change of Ownership is $1,500.
1
Control is the ability to direct or cause the direction of the actions of an institution.
INS.170.010
Page 1 of 3
2014.04.06
Change of Ownership
Part A. Guidelines
Class Rating (for purposes of payment of PCTIA fees)
If a Change of Ownership occurs where an organization with a history of successfully
operating institutions and where those institutions have been in Good Standing for a
period of two years, a submission may be made to the Registrar requesting the
institution be given the same class rating.
TYPES OF OWNERSHIP CHANGE AND REQUIRED DOCUMENTATION
Share Purchase
A share purchase occurs when all or some of a corporation’s shares are sold by the
shareholder(s) to another person or persons. In a share purchase situation, the
registration is not being transferred to a new legal entity. However, the Agency does
need to be notified as a transfer of the shares of a corporation may result in a change of
control of an institution, even if the legal entity remains the same. A Change of
Ownership Part B. Share Purchase Application, along with supporting documentation
and fees, is required.
Asset Purchase
An asset purchase occurs when the property, programs or other assets of an institution
are being sold to another person or persons. In the case of an asset purchase,
registration and/or accreditation does not transfer with the sale and the Agency will
require the proposed new owner(s) to submit a new application for registration.
From Sole Proprietorship or Partnership to Corporation
A sole proprietorship or partnership becomes a corporation when a sole
proprietor/partners becomes the ONLY officers/directors of a corporation, there is no
change in the controlling1 interest. You must provide the following documents
reflecting the change to the Agency:





A letter explaining the proposed change.
A copy of the Central Securities Register.
A copy of the Directors Register.
A copy of the incorporating documents (Incorporation Certificate).
A copy of the Certificate of Good Standing.
INS.170.010
Page 2 of 3
2014.04.06
Change of Ownership
Part A. Guidelines






Evidence the liability insurance policy has been amended to reflect the new legal
entity.
A sample student enrolment contract(s).
A copy of an amended agreement with the archiving vendor.
Banking information (name of bank, transit and account number) for the
institution’s primary operating account.
A copy of the amended Business License.
A copy of Financial Statements for the period from the most recent year end of
the proprietorship/partnership to the date of incorporation and a copy of the
opening Balance Sheet for the new corporation.
Change in Board Members and/or Directors (Society only)
Institutions registered under the Societies Act must provide a letter notifying the Agency
of the change in Board Members and/or Directors and the following:


A copy of the current Central Securities Register (if applicable).
A copy of the current Directors Register (if applicable).
INS.170.010
Page 3 of 3
2014.04.06