An Ontario professional corporation is an ordinary Business Corporations Act company that your regulator then authorizes. Doctors, dentists, lawyers, and accountants still practise under their own licences; the corporation does not replace that. You file with Ontario, then apply to the College or Law Society for a Certificate of Authorization before you bill through it.

This is an education piece. Markham Office does not obtain Certificates of Authorization, give tax advice, or file professional-corp applications with CPSO, RCDSO, the Law Society of Ontario, CPA Ontario, PEO, or RECO. We register Ontario companies and can host a real registered office. The college step is yours.

What a professional corporation actually is

The Business Corporations Act (OBCA) defines a professional corporation as a corporation that holds a valid certificate of authorization (or other authorizing document) issued under the Act that governs the profession. Until that certificate exists, you have a company on the Ontario Business Registry and you still cannot lawfully practise through it.

The OBCA baseline (section 3.2) is strict:

  1. All issued and outstanding shares are legally and beneficially owned, directly or indirectly, by one or more members of the same profession.
  2. All officers and directors are shareholders.
  3. The name includes “Professional Corporation” or “société professionnelle” and follows the profession’s own name rules.
  4. The corporation shall not have a number name.
  5. The business is restricted to the practice of the profession and activities ancillary to it.

Health-profession regulations then carve out extra share rules for physicians and dentists (non-voting family shares, trusts for minor children). Lawyers and paralegals are locked to Law Society licensees. Accountants follow CPA Ontario. Engineers who offer services to the public need a PEO Certificate of Authorization whether or not they use a professional-corporation structure. Real estate professionals should confirm current brokerage and corporation rules with RECO or its successor regulator — we are not quoting those fees here.

If you are still choosing a structure at all, start with how to register a business in Ontario. A professional corporation is a specialised kind of Ontario corporation, not a shortcut around incorporation.

Name rules: no numbered PC

Ordinary Ontario companies can be named (“Maple Consulting Inc.”) or numbered (“1234567 Ontario Inc.”). Named vs numbered walks through that choice.

A professional corporation cannot take a number name. The legal name has to include “Professional Corporation” (or the French equivalent) and whatever else your college requires — often the member’s surname and the profession (“Lee Dentistry Professional Corporation,” “Patel Medicine Professional Corporation,” “Chen Law Professional Corporation”).

Practically:

  • order an Ontario-biased NUANS report before you file articles
  • have the college’s naming guide in hand (several colleges offer optional name pre-approval — RCDSO does)
  • put the practice restriction in the articles in the wording your regulator expects
  • do not file first and “fix the name later” unless you enjoy paying for articles of amendment

You can still operate the clinic or firm under a registered business name if the regulator allows it. The legal name on the certificate of authorization does not always have to be the name on the door. Check that, too.

Who may be a shareholder

Default rule: only members of that profession, and every officer and director is a shareholder.

Then the exceptions, which you should verify on the college site before you promise a spouse a share class:

  • Physicians (CPSO) / dentists (RCDSO): voting shares stay with members of the college. Non-voting shares may be held by a member, by certain family members of a voting professional, or in trust for minor children, under O. Reg. 665/05 and the RHPA rules. CPSO does not allow holding companies to own shares in a medicine professional corporation. RCDSO says the same for dentistry PCs.
  • Lawyers and paralegals (LSO): all shareholders must be licensees entitled to practise law or provide legal services in Ontario. Family members who are not licensees do not get shares. A holding company, if used, is tightly restricted and must itself be owned by licensees.
  • CPAs: CPA Ontario’s professional-corporation and Certificate of Authorization rules apply; public accounting through the PC generally requires at least one shareholder with a public accounting licence.
  • Engineers (PEO): offering professional engineering services to the public requires a PEO Certificate of Authorization for the entity. That is a practice permission, not the same document as a health-college PC certificate.

Get the share register wrong and the certificate gets delayed or revoked. This is why most professionals let a lawyer who does PCs for that college draft the articles.

Certificate of Authorization: the step after incorporation

Sequence:

  1. Incorporate under the Ontario Business Corporations Act (federal corporations generally cannot obtain a health-profession Certificate of Authorization in Ontario).
  2. Organise the company (directors, share issuances, minute book).
  3. Apply to the regulator for a Certificate of Authorization, with articles, a current corporate profile report, and whatever undertakings the college wants.
  4. Only then bill patients or clients through the corporation.

Practising through the PC, or holding out as a professional corporation, without a certificate is an offence in the health and legal professions.

Regulator fees we verified on the college’s own site (do not treat these as quotes — colleges change them):

  • Law Society of Ontario: application $395.50 ($350 + HST); annual renewal $226 ($200 + HST), due before 31 December.
  • CPSO: application $400; annual renewal $175.
  • RCDSO: new HPC application $750 (non-refundable). Renewal $175 if paid on or before 31 July 2026, $200 after that date; all certificates expire 31 August regardless of issue date.

CPA Ontario charges its own professional-corporation registration and Certificate of Authorization fees; we could not load the live fee schedule at the time of writing, so we are not inventing a dollar amount.

PEO publishes a Certificate of Authorization application fee of $904 (application $452 + annual $452, tax-inclusive) and an annual renewal of $452. That certificate authorises offering engineering services to the public.

RECO / successor real-estate regulator: confirm current corporation and brokerage fees on the regulator’s site. We did not verify a 2026 dollar figure.

Government incorporation fee

The Ontario government fee to incorporate a business corporation is $300 online or by mail (ontario.ca page updated 1 April 2026). Named and numbered companies pay the same government fee; the extra cost of a named company is the NUANS report, not the ministry. Full context is in cost to incorporate in Ontario (2026).

That $300 is not the Certificate of Authorization. It is not legal fees, insurance, or the college’s annual dues. Budget all four.

Registered office vs practice address

Ontario still needs a physical registered office in the province. A P.O. box alone is not acceptable.

That registered office is not always the clinic:

  • CPSO distinguishes a practice (business) address, which is public on the physician register, from a registered office address, which is private and not displayed. If the registered office changes, you notify the college as well as the Ontario Business Registry.
  • LSO still needs the practice addresses of the lawyers or paralegals in the corporation.
  • Other colleges typically want the location where professional services are actually delivered.

So a virtual office can be a legitimate registered office — a real suite at 1005-3601 Highway 7 East, Markham, from $49/month, with someone to receive legal service — if your regulator allows a non-practice registered office. It does not replace a clinic, a dental operatory, or a law office where you see the public. Some regulators will not let the only address on file be a non-practice suite. Ask before you file.

We host one location. We do not operate a medical or dental clinic, and we do not obtain the college certificate.

What we will help with

Markham Office registers Ontario corporations, including the $300 government filing, a proper registered-office address, and the CRA Business Number / HST setup that follows. We will not pretend to be your college, your malpractice insurer, or your tax planner.

If you are a regulated professional incorporating a PC:

  • bring your college’s current incorporation checklist to the filing
  • use a lawyer who regularly does PCs for that profession for the articles and share classes
  • use a real street address, not a P.O. box, as the registered office
  • apply for the Certificate of Authorization yourself (or through that lawyer) after the company exists

Call (905) 305-7800 when you are ready to file the Ontario company. Have the college application in a separate pile.