Accountants get a structural option almost no other profession has: another professional corporation can hold the shares. Here is what CPA Ontario requires, and when you need a certificate of authorization at all.
Accountants in Ontario can incorporate their practice, and the structure has one feature that sets it apart from every other profession on this site: another professional corporation can hold the shares. That single difference changes what is possible structurally.
CPA Ontario permits the shareholders of a professional corporation registered as a firm to be one or more members of CPA Ontario, other professional corporations already registered as firms with CPA Ontario, or a combination of both.
Most professions do not allow a corporation to sit in the share register at all. Where several CPAs practise together, or where a practice is being reorganised, that latitude is worth understanding before the first articles are filed — it is considerably easier to build the structure correctly than to reorganise into it later.
What it does not extend to is family. The exemption permitting non-voting shares to a spouse, child or parent belongs to physicians and dentists alone, under Ontario Regulation 665/05. Accountants follow the general rule.
This is the question worth answering first, because the answer is not always yes. CPA Ontario requires a certificate of authorization where the corporation will practise public accounting, and in that case at least one shareholder must hold a current public accounting licence or apply for one. A CPA whose corporate practice does not extend to public accounting is on a different and simpler path.
Getting this wrong in either direction is expensive: applying for something you do not need costs time, and practising public accounting without the certificate is a regulatory problem.
Incorporation comes first; firm registration and the certificate application follow. CPA Ontario indicates applications are usually processed within three to five weeks of receipt, which is worth building into any plan that has a start date attached to it. CPA Ontario also operates a firm-name pre-approval process — confirm the naming criteria with the College before a name is reserved, because a name rejected at that stage means redoing the incorporation.
The Business Corporations Act layer applies as it does to every professional corporation: the name must end with “Professional Corporation” and cannot be a numbered company, officers and directors must be shareholders, and the articles must restrict the corporation's business to the practice of the profession and activities ancillary to it.
It does not shield you from personal liability for your own professional negligence. It offers tax deferral, planning flexibility, and some protection from ordinary business liabilities that have nothing to do with professional work. The tax analysis belongs with your own advisors — we structure the corporation and say so plainly rather than guess.
See also the general Ontario rules and the position for lawyers.
Only if the corporation will practise public accounting. CPA Ontario requires a certificate of authorization for public accounting practice, and at least one shareholder must hold a current public accounting licence or apply for one. A CPA whose corporation does not practise public accounting has a different, simpler path.
Members of CPA Ontario, other professional corporations already registered as firms with CPA Ontario, or a combination of the two. That second option is unusual — most professions do not permit another corporation to hold shares — and it opens structuring possibilities that are not available to, say, a law professional corporation.
No. Only physicians and dentists have that exemption in Ontario, under Ontario Regulation 665/05. For accountants the general rule applies: shares must be held by members of the same profession, or by CPA professional corporations.
CPA Ontario indicates that applications are usually processed within three to five weeks of receipt. That is after incorporation, so the practical sequence matters: incorporate first, then register the firm and apply for the certificate.
CPA Ontario operates a firm-name pre-approval process, and the corporate name must also satisfy the Business Corporations Act — ending in "Professional Corporation", and not a numbered company. Confirm the specific naming criteria with CPA Ontario before reserving a name, since a name rejected at the College stage means re-doing the incorporation.
Not your own professional negligence — that liability stays with you. What a professional corporation offers is tax deferral, planning flexibility, and some protection against ordinary business liabilities that are not professional in nature.
Get the structure and the regulator sign-off right. Initial consultations are short and no-cost.
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