Setting up and maintaining professional corporations for regulated professionals in Ontario — physicians, dentists, lawyers, accountants, engineers, and others — including the certificate of authorization your regulator requires.
A professional corporation is an ordinary Ontario business corporation that a regulated professional is permitted to practise through, subject to two extra conditions: its shareholders are restricted (usually to members of the same profession), and it needs a certificate of authorization from the profession's regulator before it can operate. It is not a separate kind of company under the Business Corporations Act; it is a regular corporation with a licence on top.
Many regulated professionals in Ontario can incorporate one to carry on their practice — physicians, dentists, lawyers, accountants, engineers, and others. Done properly, it can offer tax-planning advantages and a more efficient structure for your practice. But a professional corporation has specific rules that an ordinary company does not, and your regulator has to sign off before you can operate.
Only members of a profession that permits professional corporations can set one up, and typically the voting shareholders must themselves be members of that profession. Two professions are treated differently: under Ontario Regulation 665/05, physicians and dentists may issue non-voting shares to a spouse, child or parent, or to a trustee for minor children. No other profession has that latitude — for everyone else, every share must be held by a member of the same profession, and the structure has to be built to your regulator's requirements.
Incorporating is only half the job. Before the professional corporation can practise, it generally needs a certificate of authorization (or equivalent permit) from the profession's governing body — the College, Law Society, or other regulator. We handle both the incorporation and the certificate application, and the naming rules the regulator imposes.
This is the point professionals most often misunderstand: a professional corporation does not shield you from liability for your own professional negligence. You remain personally responsible for your professional work. What the structure can offer is tax deferral and planning flexibility, and limited protection against certain ordinary business (non-professional) liabilities. We make sure you understand exactly what the structure does before you rely on it.
Every Ontario professional corporation has to clear the same five requirements, whatever the profession: articles of incorporation that limit the corporation to practising the profession (and activities related to it); a name that follows the regulator's naming rules and, for most professions, includes the words “Professional Corporation”; shareholders, officers and directors who meet the profession's ownership rules; a certificate of authorization from the regulator before any practice begins; and an annual renewal of that certificate alongside the corporation's own annual return. Miss the renewal and the corporation is practising without authority — the mistake we see most often on files that arrive from elsewhere.
We incorporate the professional corporation, obtain the certificate of authorization, put the share structure and minute book in place, and set up the corporation so its ongoing renewals and filings stay in good standing with the regulator. The legal work is quoted as a fixed fee before you commit; the government incorporation fee and the regulator's certificate fee are disbursements billed at cost.
Three questions come up on almost every file. Who can actually own the shares — the answer differs by profession, and for four of the five main regulators family members cannot hold shares at all. Whether a holding company is permitted — the medical and dental colleges say no, the Law Society says yes. And what happens to the corporation when you retire, where there is a third option beyond winding up or paying College fees forever.
A professional corporation is a genuinely useful tool for the right professional — but only if it is set up to your regulator's rules and you understand what it protects. The value is in getting both right.
The rules are not the same for everyone. Medicine and dentistry sit under a separate regulation that no other profession shares.
Members of a profession whose governing body permits professional corporations — including physicians, dentists, lawyers, accountants, and engineers, among others. Typically the voting shareholders must be members of the profession, though some health professions allow family members to hold certain non-voting shares.
No. A professional corporation does not shield you from personal liability for your own professional negligence — you remain responsible for your professional work. What it can offer is tax deferral and planning flexibility, and some protection against ordinary, non-professional business liabilities.
It depends on the profession. Some regulators — notably in medicine and dentistry — allow family members to hold non-voting shares, which enables certain tax planning. Others restrict shareholders to members of the profession. The permitted structure is set by your governing body, and we build to it.
It is the permit your profession's governing body issues authorizing a professional corporation to practise. Incorporating the company is not enough on its own — the corporation generally cannot carry on the profession until the certificate (or equivalent) is in place. We handle both steps together.
Our legal fee is fixed and quoted before you commit — it covers the incorporation, the certificate of authorization application, the share structure and the minute book. On top of that are two disbursements billed at cost: the Ontario government's incorporation fee and your regulator's certificate of authorization fee, which varies by profession. There is no retainer deposit.
Legally very little — both are incorporated under the Ontario Business Corporations Act. The differences are the restrictions: a professional corporation may only practise the profession (and related activities), its shareholders are limited to members of the profession (with the family-share exception for physicians and dentists), it needs a certificate of authorization from the regulator, and it does not protect you from liability for your own professional negligence.
Restricted articles of incorporation, a compliant name, shareholders and directors who meet the profession's ownership rules, a certificate of authorization before practising, and annual renewal of that certificate along with the corporation's annual return. Each regulator adds its own details, which is why the medical, dental, legal and CPA pages on this site each read differently.
Get the structure and the regulator sign-off right. Initial consultations are short and no-cost.
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