Professional Corporations in Ontario

A plain-language guide to incorporating a regulated professional practice in Ontario, for physicians, dentists, lawyers, accountants and realtors.

A professional corporation lets a licensed professional in Ontario carry on their practice through a corporation. It can offer tax deferral and income-planning advantages, but it does not shield the professional from personal liability for their own professional negligence. Most professions also need approval from their regulator.

In Ontario, certain regulated professionals may incorporate their practice under the Business Corporations Act, subject to the rules of their governing body. Unlike an ordinary business corporation, a professional corporation is tied to the professional's licence: shares are generally restricted to members of the same profession (with limited family-member exceptions), and the corporation exists only to carry on that profession. Markham Office helps professionals across the Greater Toronto Area handle the incorporation paperwork and regulator registration so the practice can start operating cleanly.

Frequently asked questions

What is a professional corporation?
A professional corporation is a corporation formed under Ontario's Business Corporations Act that a licensed professional uses to carry on their regulated practice. Its shares, name and activities are restricted by the rules of the profession's governing body, so it is not an ordinary business corporation.
Which professions can incorporate in Ontario?
Regulated professions permitted to incorporate include physicians, dentists, lawyers and paralegals, chartered professional accountants, and several others such as architects and engineers. Real estate agents use a related structure called a Personal Real Estate Corporation (PREC). Each profession follows its own regulator's rules.
Does a professional corporation protect me against malpractice claims?
No. A professional corporation does not shield you from personal liability for your own professional negligence or misconduct. You remain personally responsible to your patients or clients, which is why professional liability insurance is still required. Incorporating mainly changes how the practice is taxed and structured, not your professional accountability.
What are the benefits of incorporating?
The main benefits are tax-related. Income kept in the corporation is generally taxed at the lower small business rate rather than your personal rate, which allows tax deferral and smoother income planning across years. Depending on the profession, family members may hold non-voting shares. Whether it pays off depends on your income and how much you can leave in the company, so speak with an accountant.
How do I set up a professional corporation in Ontario?
The usual steps are: reserve a compliant corporate name (a NUANS name search), incorporate under Ontario's Business Corporations Act (the government filing fee is about $300), issue shares to eligible shareholders, and then apply to your regulator for a certificate of authorization or registration before you practise through the corporation. Markham Office can handle the incorporation and registration paperwork for you.

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