Lawyers for Travel Agents & Travel Agencies in Ontario: A Practical Legal Guide

Operating a travel agency in Ontario involves more than incorporating a company, finding customers and booking trips.

Travel sellers operate within a specific regulatory framework administered by the Travel Industry Council of Ontario (TICO). That framework affects how a travel business is structured, who may sell travel services, how customer money is handled, what must be disclosed before a booking is completed, what information appears in advertising and invoices, and how changes in ownership are dealt with.

I’m Raz Toor, the founder of Falcon Law PC. We advise businesses on corporate structuring, commercial agreements, acquisitions, online operations and regulatory issues. Travel businesses bring many of those areas together.

A travel agency may simultaneously have to deal with TICO, customers, airlines, hotels, tour operators, independent travel advisors, payment processors, insurers, technology providers and suppliers located around the world.

The legal structure should reflect how the business actually operates.

Who Regulates Travel Agencies in Ontario?

Ontario travel sellers are regulated under the Travel Industry Act, 2002 and Ontario Regulation 26/05.

TICO administers this regulatory framework.

Travel retailers, including travel agencies and qualifying online booking businesses operating in Ontario, and travel wholesalers such as tour operators, generally require TICO registration.

There is an important distinction between TICO certification and TICO business registration.

An individual may complete TICO’s required certification program so that they can sell travel services or provide travel advice on behalf of a registered Ontario travel seller.

That does not by itself authorize the individual to open an independent travel agency and begin selling travel services.

The business itself must satisfy the applicable registration requirements.

TICO’s Certification Program Changed in 2026

As of January 5, 2026, TICO replaced its previous Education Standards Program with a new consolidated Certification Program.

Individuals who were already TICO certified continue to hold their existing certification and are not generally required to re-write the exam solely because of the 2026 change.

For new entrants, however, the current Certification Program should be built into the agency’s staffing and compliance planning.

Anyone who will directly sell travel services or provide travel advice to the public on behalf of the registered business should be assessed for the applicable TICO certification requirements.

Starting a Travel Agency in Ontario

A new travel business should begin by identifying exactly what it intends to do.

For example:

• Will it sell airline tickets?
• Will it arrange hotels?
• Will it assemble vacation packages?
• Will it operate tours?
• Will it sell through a website?
• Will it employ travel counsellors?
• Will it use independent home-based advisors?
• Will it operate through a host agency?
• Will it receive customer funds directly?
• Will it work with customers outside Canada?
• Will it act as a retailer, wholesaler or both?

Those answers can affect the regulatory and contractual structure.

Should the Travel Agency Incorporate?

Many travel businesses operate through corporations.

A corporation can help separate the business’s legal affairs from those of its owners and can provide a clearer structure for ownership, contracts, employees, banking, future investors and eventual sale of the business.

But incorporation is not a substitute for regulatory compliance.

The corporation that operates the travel business should be coordinated with the TICO registration, bank accounts, trade names, contracts and customer-facing materials.

If there are several owners, I would also consider whether a shareholder agreement is appropriate.

That agreement can address:

• ownership percentages;
• voting rights;
• management responsibilities;
• additional capital;
• share transfers;
• deadlock;
• death or disability;
• departure of an owner;
• non-solicitation;
• future sale of the agency; and
• buyout procedures.

You can learn more about our legal services for entrepreneurs and business owners.

The Designated Manager Matters

A TICO-registered travel business needs an appropriately qualified designated manager.

TICO currently requires the designated manager to have the applicable certification, be legally entitled to work in Canada and have at least three years of travel-industry experience that can be verified.

The designated manager must actually manage and supervise the travel business during its operating hours.

This is therefore more than putting someone’s name on a registration application.

If the manager leaves the company, the business should deal with the change promptly rather than allowing its registration information to become inaccurate.

Travel Agency Bank Accounts and Trust Accounting

Customer money is one of the most important regulatory areas for an Ontario travel agency.

New TICO registration applicants are generally expected to establish both:

• a general business account; and
• a Travel Industry Act Trust Account.

Where the trust-account requirements apply, money received from customers for travel services must generally be held in trust and deposited into the applicable trust account within the prescribed time.

Ontario’s regulation generally requires those customer funds to be deposited within two banking days.

The agency cannot treat the customer trust account like an ordinary operating account.

When Can Money Be Removed From the Travel Trust Account?

The regulation limits when customer funds can be withdrawn.

Generally, money held in the trust account may be used to:

• pay the supplier providing the applicable travel service;
• refund the customer; or
• pay the travel agency’s commission after the supplier has been paid in full.

This is one reason the accounting system of a travel agency should be designed around the regulatory requirements from the beginning.

An agency that mixes customer funds with ordinary operating cash can create a serious compliance problem even if the owners ultimately intended to pay every supplier.

Can an Established Travel Agency Operate Without a Trust Account?

Ontario’s regulation contains an alternative security framework for certain established registrants.

A registrant that has been continuously registered and operating for at least one fiscal year may, subject to the regulatory requirements, be able to provide qualifying security instead of continuing to maintain the statutory trust account.

This should be dealt with directly through TICO rather than assumed.

Until the applicable requirements have been satisfied and the appropriate acknowledgement has been obtained, the agency should continue complying with its existing trust-account obligations.

Positive Working Capital Is an Ongoing Requirement

Travel agencies also operate under financial requirements that differ from those of many ordinary businesses.

TICO registrants are required to maintain positive working capital.

In simplified terms, this means current assets must exceed current liabilities, subject to the adjustments TICO applies when assessing working capital.

This can become important when owners:

• withdraw substantial funds;
• pay dividends;
• make shareholder loans;
• reorganize the business;
• take on new debt;
• purchase another agency; or
• experience significant losses.

Corporate decisions should therefore be coordinated with the agency’s TICO financial obligations.

Financial Reporting to TICO

TICO registrants are subject to ongoing financial reporting.

All registrants have at least annual financial filing obligations, while the type and frequency of financial reporting increase at higher Ontario sales levels.

Depending on the size and type of the business, filings may involve an internal verification statement, review engagement, audit report or interim financial statements.

The accountant preparing the agency’s financial records should therefore understand that the business is TICO regulated.

The Travel Industry Compensation Fund

Ontario also maintains a Travel Industry Compensation Fund financed through the regulated industry.

Registrants have reporting and remittance obligations connected with the Fund.

This should be treated as part of the agency’s recurring compliance calendar together with its registration renewal and financial filings.

Advertising a Travel Service Is Regulated

Travel advertising is not simply a marketing issue.

Ontario Regulation 26/05 contains specific requirements governing representations about travel services.

A registered business must not make a representation that is false, misleading or deceptive.

Written advertising will also generally need to identify the registered travel business and its TICO registration information, subject to limited exceptions for certain space-constrained media.

Travel Pricing Should Generally Be All-In

If an advertisement refers to the price of travel services, Ontario’s current rules generally require the total amount the customer will have to pay to be presented clearly and prominently.

That amount includes applicable:

• fees;
• levies;
• service charges;
• surcharges;
• taxes; and
• other charges.

The agency should therefore be cautious about advertising an attractive headline price that does not reflect the amount the customer will actually need to pay.

The representation should also identify material limitations affecting availability and reasonably describe the travel service being offered.

Specific Travel Offers Require More Information

Where written advertising concerns a particular travel service, additional information may need to be disclosed.

Depending on the circumstances, this can include:

• deposit requirements;
• final payment requirements;
• total price;
• cancellation terms;
• cancellation charges;
• refund policies;
• insurance availability;
• transportation details;
• accommodation details; and
• the period during which the offer applies.

Travel businesses should therefore review marketing templates as legal documents, not only graphic-design materials.

Social Media Advertising Is Still Advertising

A travel agency posting on Instagram, Facebook, TikTok or another social platform should not assume the regulatory requirements disappear because the advertisement is informal.

If a post promotes a travel service, its pricing and representations should be reviewed in the same compliance framework.

This is particularly important where staff, independent advisors or influencers are posting travel offers on behalf of the agency.

What Must Be Explained Before Taking Payment?

The regulatory framework places obligations on the travel agent before entering into the travel-services agreement and before taking payment or the customer’s credit-card information.

Depending on the booking, the agent may need to bring important conditions to the customer’s attention and explain matters such as:

• the total price;
• travel dates;
• what travel services are actually being provided;
• cancellation restrictions;
• transfer restrictions;
• non-refundable amounts;
• trip cancellation insurance;
• out-of-province health insurance where applicable;
• passport and visa considerations for international travel;
• the possibility that entry to another country may still be refused; and
• other material conditions affecting the trip.

This is why a properly designed booking workflow matters.

Compliance should not depend entirely on whether an individual travel advisor remembers every disclosure during a telephone call.

Your Booking System Should Support Compliance

For an online or technology-enabled travel agency, I would look at whether the actual booking process captures the required information.

For example:

• Does the customer see the total price before paying?
• Are cancellation restrictions clearly displayed?
• Are non-refundable components identified?
• Is insurance availability addressed?
• Does the customer acknowledge important terms?
• Can the agency prove which version of the terms was accepted?
• Does the system generate an appropriate invoice or receipt?
• Are material booking changes communicated afterward?

The legal terms, website and operational process should tell the same story.

Invoices and Receipts Have Regulatory Requirements

After selling travel services, an Ontario travel agent must provide the customer with an appropriate statement, invoice or receipt containing prescribed information.

That can include information such as:

• customer information;
• booking and payment dates;
• amount paid;
• balance outstanding;
• fees and charges;
• refundability;
• the total price;
• the agency’s business and registration information;
• a description of the travel services;
• insurance information;
• certain price-increase terms; and
• the applicable travel counsellor information.

Agencies using third-party reservation or accounting software should verify that the system produces documentation that actually reflects Ontario requirements.

Customer Terms and Conditions

A travel agency should have customer-facing terms that reflect its actual business model.

Depending on the agency, those terms may address:

• booking procedures;
• payment;
• deposits;
• supplier terms;
• changes;
• cancellations;
• refunds;
• service or counselling fees;
• traveller documentation;
• insurance;
• customer responsibilities;
• third-party suppliers;
• force majeure events;
• limitations of liability where legally appropriate;
• complaints;
• privacy;
• electronic communications; and
• governing law.

The agency’s terms cannot simply override mandatory obligations imposed by Ontario travel legislation.

They should be drafted to work alongside those obligations.

Supplier Terms Matter Too

Travel agencies often act as intermediaries between travellers and third-party suppliers.

Those suppliers can include:

• airlines;
• hotels;
• cruise lines;
• tour operators;
• destination management companies;
• ground transportation companies;
• attractions;
• local guides; and
• other travel-service providers.

The travel agency should understand what it is promising the customer and what the underlying supplier has actually promised the agency.

A customer contract cannot magically create reimbursement rights against a supplier that refuses to provide them.

Supplier Agreements Should Address Risk Allocation

Where the agency negotiates directly with a supplier, the contract may need to address:

• pricing and commissions;
• payment timing;
• customer deposits;
• cancellations;
• refunds;
• supplier failure;
• changes to itineraries;
• service standards;
• insurance;
• indemnification;
• complaints;
• customer data;
• confidentiality;
• intellectual property;
• termination; and
• dispute resolution.

Host Agency Agreements

Many travel professionals enter the industry through a host-agency arrangement rather than establishing a fully independent travel seller immediately.

The agreement between the host and advisor should clearly address the commercial relationship.

Important provisions can include:

• commission splits;
• booking procedures;
• payment timing;
• chargebacks;
• customer ownership;
• lead ownership;
• use of the agency’s TICO registration;
• branding;
• errors and omissions insurance;
• supplier credentials;
• confidentiality;
• non-solicitation;
• termination;
• bookings still outstanding when the advisor leaves; and
• commissions received after termination.

The contract should also accurately reflect whether the advisor is an employee or independent contractor.

Independent Travel Advisors

Calling someone an “independent contractor” does not by itself determine their legal status.

The actual relationship matters.

Relevant questions can include:

• Who controls the advisor’s schedule?
• Can the advisor refuse work?
• Can they work elsewhere?
• Who provides the tools and systems?
• How are they paid?
• Who bears expenses?
• Can they hire assistance?
• How integrated are they into the agency?

TICO registration and reporting requirements may also apply to outside sales representatives and changes involving independent contractors.

The agency should therefore think about employment classification and travel-industry compliance together rather than treating them as unrelated questions.

Group Travel Agreements

Group bookings create additional contractual issues.

A group organizer may collect deposits from many travellers, negotiate complimentary spots or discounts, request name changes and coordinate cancellations.

The agency should clearly establish:

• who is its customer;
• whether the group organizer has authority to act for travellers;
• deposit requirements;
• minimum group size;
• room or seat allocations;
• payment deadlines;
• name-change rules;
• cancellation consequences;
• refund treatment;
• organizer compensation or benefits; and
• responsibility for communicating information to group members.

Corporate Travel Agreements

Agencies serving businesses may use a separate corporate travel services agreement rather than ordinary consumer booking terms alone.

That agreement may address:

• authorized travellers;
• booking approval;
• service fees;
• payment accounts;
• credit terms;
• travel policies;
• after-hours support;
• reporting;
• traveller profiles;
• personal information;
• supplier terms;
• refunds and credits;
• unused tickets;
• termination; and
• liability allocation.

Online Travel Agencies and Booking Websites

A travel business does not escape travel regulation simply because all bookings occur online.

The website itself can become part of the compliance system.

An online travel seller should consider:

• TICO registration;
• pricing disclosures;
• booking terms;
• electronic acceptance;
• privacy;
• payment processing;
• trust accounting;
• refund functionality;
• customer support;
• email marketing;
• record retention;
• supplier integrations; and
• what happens when automated information is incorrect.

For online-business issues more generally, see our E-Commerce & Online Business legal services.

Privacy and Traveller Information

Travel agencies can collect a significant amount of personal information.

Depending on the booking, this can include:

• legal names;
• birth dates;
• addresses;
• passport details;
• citizenship information;
• payment information;
• travel preferences;
• emergency contacts;
• special accommodation requests; and
• other potentially sensitive information.

The agency should understand what it collects, why it collects it, which suppliers receive it, where it is processed, how long it is retained and how it is protected.

Using a foreign reservation platform or sending information to a hotel outside Canada does not make privacy considerations disappear.

Marketing Emails and CASL

Travel agencies frequently maintain large customer and prospect lists.

Canadian anti-spam legislation should be considered when sending commercial electronic messages.

The agency should have a defensible process for consent, identification, unsubscribe requests and record-keeping rather than assuming that anyone who once booked a trip can receive promotional emails forever.

Buying a Travel Agency in Ontario

Buying a travel agency requires ordinary business-acquisition due diligence plus travel-specific regulatory diligence.

A buyer should investigate matters such as:

• corporate ownership;
• TICO registration status;
• financial filings;
• working capital;
• trust accounts;
• customer obligations;
• outstanding bookings;
• customer deposits;
• supplier relationships;
• host-agency relationships;
• independent advisors;
• employees;
• customer complaints;
• regulatory history;
• refund exposure;
• chargebacks;
• privacy practices;
• website assets;
• trade names;
• domains;
• social-media accounts;
• insurance; and
• historical liabilities.

For transaction assistance generally, see our Business Purchase & Sale legal services.

Asset Purchase or Share Purchase?

A buyer may acquire selected assets from the travel business or purchase shares of the existing operating corporation.

An asset purchase may make it easier to isolate specific acquired assets and excluded liabilities.

A share purchase preserves the existing corporation, which can be useful where the business has valuable contracts and relationships that would otherwise need to be assigned.

But regulatory consequences must be considered before choosing the transaction structure.

TICO Registration Is Not Simply Transferable to the Buyer

This is a critical issue in travel-agency acquisitions.

TICO registration is not an asset that can simply be transferred from seller to buyer.

Changes to ownership and corporate structure may create notification obligations or require a completely new registration application.

For example, TICO currently states that a change in the corporation’s controlling interest requires a new application for registration.

An acquisition, amalgamation or restructuring that creates a new business entity can also require a new registration.

Regulatory planning therefore needs to occur before the closing date is fixed.

Even Minority Share Changes Can Trigger TICO Reporting

A transaction does not have to transfer the entire agency to be relevant to TICO.

TICO currently requires notification where a person acquires or accumulates 10% or more of the total shares, as well as certain increases in ownership by people already at or above that threshold.

Changes in officers and directors have separate reporting and approval requirements.

This means a shareholder reorganization that might appear routine for another Ontario corporation may have a regulatory component for a travel agency.

Selling a Travel Agency

A seller should begin regulatory and corporate cleanup before the transaction is far advanced.

The seller should consider whether:

• the corporate minute book is current;
• TICO’s records match the actual ownership and management;
• financial filings are current;
• trust reconciliations are current;
• customer funds are properly accounted for;
• supplier agreements can be transferred;
• outstanding bookings are documented;
• customer credits and refunds are identified;
• advisor commission obligations are known;
• regulatory complaints are disclosed;
• corporate names and trade names are properly registered; and
• the buyer understands the TICO registration process.

Outstanding Bookings Can Be a Major Closing Issue

Travel businesses can have substantial customer obligations extending months beyond closing.

The parties need to determine who will be responsible for:

• bookings made before closing;
• final payments;
• customer deposits;
• commissions;
• refunds;
• supplier failures;
• cancellations;
• chargebacks;
• unused travel credits; and
• customer communications.

The purchase agreement should deal expressly with these obligations.

Closing or Ceasing a Travel Business

An agency cannot necessarily stop operating one day and deal with its remaining bookings later.

TICO requires advance notification when a registrant intends to cease selling travel services.

Once the business is no longer authorized to sell travel, it cannot simply continue finalizing outstanding customer bookings as though nothing changed.

Arrangements may need to be made with another TICO-registered agency, together with proper customer communication.

International Travel Businesses Create Additional Complexity

Travel businesses frequently operate across borders.

A Canadian company may market trips in one country, use a licensed travel seller in another country, rely on a destination management company in the destination country, accept payments through another provider and maintain customer data across several systems.

That structure raises questions about:

• which entity contracts with the traveller;
• which entity is legally permitted to sell the travel service;
• who receives customer money;
• who controls pricing;
• who earns the commission;
• who provides the underlying travel service;
• who bears refund and chargeback risk;
• who owns customer relationships;
• who owns the brand;
• which privacy regime applies;
• foreign exchange;
• taxation;
• advertising;
• dispute resolution; and
• local licensing requirements.

Travel Marketing Businesses Need to Know Where Marketing Ends and Selling Begins

A company may describe itself as only a marketer or lead generator.

The contractual documents and actual conduct should support that position.

Questions I would look at include whether the marketing company:

• enters into booking contracts;
• sets or changes travel prices;
• receives customer funds;
• holds itself out as the travel seller;
• issues booking confirmations;
• controls cancellations or refunds; or
• performs activities that require a travel licence in the relevant jurisdiction.

Calling a business a “marketing company” in an agreement does not determine its regulatory status if its actual activities say otherwise.

Recent Travel-Sector Work at Falcon Law PC

In 2026, our travel-sector work included advising on the contractual structure of an international tourism-services group operating across several jurisdictions.

Part of the structure involved marketing travel products to customers in an overseas market through a local marketing entity while customer-facing travel contracts and customer payments were intended to run through an appropriately licensed travel channel in that jurisdiction.

The agreement needed to draw clear lines between marketing, sales support and regulated travel-selling activities.

Among other things, the structure addressed:

• who could contract with travellers;
• who could receive customer funds;
• marketing and lead-generation services;
• booking administration;
• customer support;
• commission and profit calculations;
• refunds and chargebacks;
• customer data;
• brand ownership;
• cross-border compliance;
• related-party approvals; and
• the respective responsibilities of the Canadian business and foreign service providers.

That matter demonstrates a principle that applies equally to Ontario travel businesses: the legal contracts should accurately identify which entity is actually selling travel, which entity receives the money and which entity is responsible to the customer.

The example above has been anonymized and certain details have been generalized to protect client confidentiality.

Common Legal Mistakes for Ontario Travel Agencies

• Assuming TICO certification and TICO business registration are the same thing.
• Launching the website before the business is properly registered.
• Mixing customer trust money with operating funds.
• Advertising prices that do not comply with the all-in pricing rules.
• Failing to include required registration information in advertising.
• Using generic booking terms copied from another travel agency.
• Failing to make required disclosures before taking payment.
• Using invoices that omit required travel information.
• Failing to document cancellation and refund policies clearly.
• Allowing advisors to advertise inconsistently with agency policies.
• Using independent contractors without properly documenting the relationship.
• Failing to notify TICO when ownership, directors, managers, addresses or other registration information changes.
• Buying a travel agency without addressing whether a new TICO registration will be required.
• Failing to reconcile customer deposits and outstanding bookings during an acquisition.
• Assuming customer data can automatically be transferred or used for any purpose.
• Failing to review supplier assignment restrictions.
• Overpromising what the agency can control when services are actually delivered by third parties.
• Failing to coordinate the agency’s corporate documents with its regulatory structure.

Travel Agency Legal Checklist

For an Ontario travel business, I would generally want to understand:

• What entity operates the business?
• Is the business properly registered with TICO?
• Is it acting as a retailer, wholesaler or both?
• Who is the designated manager?
• Are everyone selling travel services appropriately certified?
• Are the corporate records current?
• Are the ownership records accurate?
• Are changes being reported to TICO when required?
• Are the general and trust accounts properly structured?
• Are customer funds being handled correctly?
• Is the business maintaining positive working capital?
• Are TICO financial filings current?
• Are Compensation Fund filings current?
• Do advertisements comply with travel-specific rules?
• Does the website disclose all-in pricing correctly?
• Are customers receiving required pre-sale disclosures?
• Do invoices and receipts contain the required information?
• Are customer terms current?
• Are cancellation and refund rules clear?
• Are supplier agreements documented?
• Are host-agency relationships documented?
• Are independent advisor agreements current?
• Is personal information handled appropriately?
• Are marketing practices CASL compliant?
• Are the agency’s insurance arrangements appropriate?
• Does the business have a process for complaints and regulatory issues?

How Falcon Law PC Can Help Travel Businesses

Falcon Law PC assists Ontario travel agencies, tourism businesses and other regulated businesses with corporate and commercial legal matters.

Depending on the matter, our work can include:

• corporate structuring;
• incorporation;
• shareholder agreements;
• TICO-related corporate and registration issues;
• review of ownership changes and reorganizations;
• customer Terms and Conditions;
• booking and cancellation terms;
• supplier agreements;
• host-agency agreements;
• independent contractor agreements;
• group travel agreements;
• corporate travel agreements;
• privacy and online-business documents;
• commercial contract review;
• purchase and sale of travel agencies;
• asset and share purchase agreements;
• transaction due diligence;
• cross-border commercial arrangements; and
• ongoing corporate and commercial advice.

For general business matters, see our Entrepreneurs & Business Owners legal services.

If you are buying or selling an agency, see our Business Purchase & Sale legal services.

Building a Travel Business That Can Scale

The legal issues facing a travel business tend to change as it grows.

A solo travel advisor may begin with a host-agency agreement and a small client base. Later, the business may incorporate, obtain its own registration, hire advisors, operate a booking website, establish supplier relationships, serve corporate clients or acquire another agency.

Each step can create new corporate, contractual and regulatory obligations.

The objective should be to build those requirements into the business as it grows rather than waiting for a TICO inspection, customer dispute or acquisition to discover that the documentation does not match the operation.

This article is intended for general informational purposes only and does not constitute legal, accounting, tax, insurance or regulatory advice. TICO requirements and other laws can change, and the appropriate structure depends on the particular travel business and its activities.