Professional Corporation in Ontario — Incorporate Your Practice with a Licensed Lawyer
All-inclusive flat-fee professional corporation incorporation for doctors, dentists, lawyers, accountants, and other regulated professionals in Ontario. Articles of incorporation with required OBCA restrictions, corporate name compliance, bylaws, minute book, and guidance on your Certificate of Authorization — handled by a Law Society of Ontario licensed Barrister & Solicitor.
No obligations. Understand your options first.
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What Is a Professional Corporation in Ontario?
A professional corporation is a special type of Ontario corporation that allows regulated professionals to practise their profession through a corporate structure. Unlike a standard business corporation, a professional corporation is governed by both the Ontario Business Corporations Act (OBCA) and the rules of the professional's regulatory body — such as the Law Society of Ontario, the College of Physicians and Surgeons of Ontario, the Royal College of Dental Surgeons of Ontario, or the Chartered Professional Accountants of Ontario.
Professional corporations have been available in Ontario since November 2001. They are primarily used as a tax planning and wealth-building tool — allowing professionals to defer personal income tax by retaining earnings inside the corporation at a lower corporate tax rate. However, unlike a regular business corporation, a professional corporation does not shield the professional from personal liability for professional negligence or misconduct. The professional and the corporation are jointly and severally liable for all professional liability claims.
Because of the additional regulatory requirements — including restrictions on share ownership, naming conventions, business activity limitations, and the need for a Certificate of Authorization — professional corporation incorporation requires a lawyer who understands both the OBCA and the rules of your specific governing body.
Who Can Incorporate a Professional Corporation in Ontario?
Under the Ontario Business Corporations Act, members of the following regulated professions are eligible to incorporate a professional corporation in Ontario:
Medical Professionals
Physicians and surgeons (regulated by the College of Physicians and Surgeons of Ontario), dentists (Royal College of Dental Surgeons of Ontario), optometrists (College of Optometrists of Ontario), chiropractors (College of Chiropractors of Ontario), pharmacists (Ontario College of Pharmacists), registered nurses and nurse practitioners, physiotherapists, occupational therapists, psychologists, midwives, massage therapists, dental hygienists, audiologists, speech-language pathologists, and other health professionals regulated under the Regulated Health Professions Act.
Legal Professionals
Lawyers licensed by the Law Society of Ontario. Law professional corporations are subject to additional LSO-specific rules regarding share ownership, naming, and holding company structures.
Accounting Professionals
Chartered Professional Accountants (CPA) licensed by CPA Ontario. Accounting professional corporations follow CPA Ontario’s specific bylaws for incorporation.
Other Regulated Professionals
Engineers (Professional Engineers Ontario), architects (Ontario Association of Architects), veterinarians (College of Veterinarians of Ontario), social workers (Ontario College of Social Workers and Social Service Workers), and other professionals whose governing legislation permits incorporation.
Each governing body has its own specific rules for professional corporations — including who can hold shares, naming conventions, and Certificate of Authorization requirements. When you incorporate through Muddasir Law, your lawyer reviews the rules of your specific regulatory body and ensures your articles of incorporation, share structure, and corporate documentation comply with both the OBCA and your governing body's requirements.
Professional corporations in Ontario must be incorporated provincially under the OBCA. Federal incorporation is not permitted for professional corporations.
Benefits of Incorporating a Professional Corporation in Ontario
Tax Deferral and the Small Business Deduction
The primary reason professionals incorporate is tax deferral. Income earned inside a professional corporation is taxed at the corporate rate — currently approximately 12.2% on the first $500,000 of active business income for Canadian-controlled private corporations (CCPCs), compared to personal marginal rates that can exceed 53% in Ontario. By retaining earnings inside the corporation and only withdrawing what you need for personal expenses, you defer the difference in tax — leaving more capital available for investment, retirement planning, or practice expansion.
Investment and Wealth Building
Retained corporate earnings can be invested inside the corporation at a lower effective cost than if the same income were first taxed at personal rates. Over time, this compounding advantage can be significant — particularly for professionals who earn more than they need for current personal expenses.
Lifetime Capital Gains Exemption
If your professional corporation qualifies as a small business corporation and you later sell your qualifying shares, you may be eligible for the Lifetime Capital Gains Exemption (LCGE), which can shelter a substantial portion of the gain from tax. Eligibility depends on meeting specific CRA conditions, and proper share structuring at incorporation is critical to preserving this option.
Limited Liability for Non-Professional Obligations
While a professional corporation does not protect you from personal liability for professional negligence or misconduct, it does provide limited liability for non-professional business obligations — such as office leases, equipment financing, supplier contracts, and employee-related liabilities. Your personal assets are generally protected from these types of corporate debts.
Credibility and Succession Planning
Operating through a professional corporation can enhance your professional image and simplify succession planning. The corporate structure provides a framework for bringing in associates, transitioning ownership, and eventually winding down or selling the practice in an orderly manner.
Tax planning for professional corporations is complex and varies by profession and individual circumstances. Muddasir Law works alongside your accountant to ensure your corporate structure supports your overall tax strategy. We provide the legal structuring — your accountant provides the tax advice.
Professional Corporation vs Regular Corporation in Ontario
A professional corporation differs from a standard Ontario business corporation in several important ways. Understanding these differences is critical before you incorporate.
Share Ownership
All issued and outstanding shares must be legally and beneficially owned by one or more licensed members of the same profession. Some governing bodies permit non-voting shares to be held by family members; others do not. Holding company structures may or may not be permitted depending on your regulatory body.
Shares can be owned by anyone — individuals, other corporations, or trusts — with no professional licensing requirement.
Liability Protection
Limited liability applies to non-professional business obligations (leases, contracts, employment). However, the professional remains personally liable for professional negligence and misconduct — the corporate form does not shield you from malpractice claims.
Full limited liability protection. Shareholders are generally liable only to the extent of their investment in the corporation.
Naming Requirements
The corporate name must include the words “Professional Corporation” (or “Société Professionnelle”) and typically must include the professional’s surname as it appears on file with the governing body. Numbered corporations are not permitted.
Can be a numbered corporation or a named corporation with a custom business name, subject to standard NUANS name search requirements.
Business Activity Restrictions
The articles of incorporation must restrict the corporation to practising the specific profession and activities ancillary or related to it, including the temporary investment of surplus funds.
No restriction on business activities unless voluntarily included in the articles.
Certificate of Authorization
Must obtain a Certificate of Authorization from the governing regulatory body before practising through the corporation. This certificate must be renewed annually.
No Certificate of Authorization required. The corporation can begin operating immediately upon incorporation.
Jurisdiction
Must be incorporated provincially under the OBCA. Federal incorporation is not permitted.
Can be incorporated provincially (OBCA) or federally (CBCA).
How to Incorporate a Professional Corporation with Muddasir Law
Consultation
Book a free 30-minute consultation. Your lawyer reviews your profession, governing body requirements, current practice structure, and goals. If you have an accountant advising on tax strategy, we coordinate to ensure the legal structure supports the tax plan.
Name Compliance and NUANS Search
Your lawyer confirms that your proposed corporate name complies with both the OBCA naming rules and your governing body’s specific naming conventions. A NUANS corporate name search is conducted to ensure the name is available. Professional corporations cannot be numbered companies — a compliant name is required.
Articles of Incorporation
Your lawyer prepares the articles of incorporation with the required OBCA restrictions — including the business activity limitation, share ownership restrictions, and any provisions specific to your profession. The share structure is tailored to your ownership and tax planning needs.
Filing and Corporate Documentation
The articles are filed electronically with the Ontario Business Registry. Upon issuance of your certificate of incorporation, your lawyer prepares your complete corporate documentation — bylaws, organizational resolutions, share certificates, registers, ledgers, and minute book.
Certificate of Authorization Guidance
After incorporation, your professional corporation must obtain a Certificate of Authorization from your governing body before you can practise through the corporation. Your lawyer provides guidance on the application process specific to your regulatory body — including the documentation, forms, and fees required.
Ongoing Compliance
Your lawyer advises on ongoing obligations — annual Certificate of Authorization renewal, corporate annual returns, and maintaining your corporate records. Full compliance package clients receive one year of corporate record maintenance and compliance reminders.
Professional Corporation Incorporation Packages
All packages are all-inclusive. The price covers lawyer fees, Ontario government filing fees, NUANS name search, and applicable taxes. There are no hidden charges.
Professional Corporation — Standard
$750
One time payment — All Inclusive
Professional Corporation — Full Compliance
$980
One time payment — All Inclusive
Pricing is the same regardless of profession. Additional services such as shareholders' agreements (for multi-practitioner corporations), employment contracts, or holding company structures are quoted separately after consultation.
Frequently Asked Questions About Professional Corporations in Ontario
How much does it cost to incorporate a professional corporation in Ontario?
Professional corporation incorporation through Muddasir Law is offered at an all-inclusive flat fee covering lawyer fees, Ontario government filing fees ($300), NUANS name search, and applicable taxes. The cost is the same regardless of your profession. Contact us for current pricing. The Ontario government filing fee alone is $300, which is included in all packages.
Can I incorporate a professional corporation federally?
No. Professional corporations in Ontario must be incorporated provincially under the Ontario Business Corporations Act. Federal incorporation under the Canada Business Corporations Act is not available for professional corporations. If you currently have a federal corporation or a corporation from another province, it may be possible to continue (transfer) it into Ontario before applying for a Certificate of Authorization — your lawyer can advise on this process.
What is a Certificate of Authorization?
A Certificate of Authorization is a permit issued by your professional governing body that authorizes your corporation to practise the profession. You cannot practise through your professional corporation until this certificate is issued. The application process, fees, and requirements vary by governing body. Muddasir Law provides guidance on the application process for your specific regulatory body as part of the incorporation engagement.
Does a professional corporation protect me from malpractice claims?
No. A professional corporation does not limit your personal liability for professional negligence or misconduct. Under the OBCA, the acts of a professional corporation are deemed to be the acts of its shareholders, employees, and agents for the purposes of professional liability. You and the corporation are jointly and severally liable for professional liability claims. A professional corporation does, however, provide limited liability for non-professional business obligations such as office leases, equipment contracts, and employment liabilities.
Can my family members hold shares in my professional corporation?
It depends on your governing body’s rules. Some regulatory bodies — such as the Law Society of Ontario — permit holding company structures with specific restrictions. Some health profession regulators permit non-voting shares to be held by family members. Others require all shares to be held exclusively by licensed members of the profession. Your lawyer reviews your governing body’s specific rules during the consultation and advises on the share structure options available to you.
When does it make sense to incorporate a professional corporation?
Professional incorporation is generally most beneficial when your practice earns more than you need for personal living expenses — allowing you to retain surplus income inside the corporation at a lower tax rate. The specific income threshold depends on your personal circumstances, tax situation, and financial goals. We recommend discussing the timing with both your accountant and your lawyer to ensure incorporation is the right move and that the legal structure supports your tax strategy.
Can I use a numbered corporation as a professional corporation?
No. The OBCA requires that a professional corporation’s name include the words “Professional Corporation” or “Société Professionnelle.” Most governing bodies also require the professional’s surname to appear in the corporate name. A NUANS name search is required for all professional corporations.
Do I need a lawyer to incorporate a professional corporation?
While there is no legal requirement to use a lawyer, the articles of incorporation for a professional corporation must contain specific OBCA-mandated restrictions and comply with your governing body’s rules. Errors in the articles — such as incorrect share ownership restrictions or missing business activity limitations — can result in your Certificate of Authorization application being denied or your corporation being non-compliant. Working with a lawyer who understands both corporate law and professional regulatory requirements ensures your incorporation is done correctly from the start.
What Our Clients Say About Muddasir Law
Asisclo Castaneda: "Very Professional and easily processed our Corporate Registration."
Deo S: "The service provided by Muddasir Law was exceptional, demonstrating professionalism, expertise, and genuine care from start to finish. I highly recommend them to anyone seeking legal representation due to their dedication to achieving the best possible outcome and their outstanding commitment to client success."
Minty Kamal: "Excellent service all around. Mudassir and team are knowledgeable, efficient and deliver on time as committed. Highly recommended."
"Very Professional and easily processed our Corporate Registration."
About Muddasir Zaib — Your Professional Corporation Lawyer
Muddasir Zaib is a Toronto-based Barrister and Solicitor with over a decade of experience in business law. As the principal of Muddasir Law Professional Corporation, he has helped hundreds of entrepreneurs — from first-time founders to experienced business owners and international newcomers — incorporate their businesses in Ontario and across Canada.
Muddasir is licensed by the Law Society of Ontario and brings a broad spectrum of legal expertise spanning business incorporation, corporate governance, contract law, employment law, data privacy, and intellectual property. This breadth of knowledge means your incorporation is structured with awareness of the legal considerations that most entrepreneurs overlook — from share structure implications for future investment to compliance obligations that affect your ability to operate, grow, and eventually sell your business.
Muddasir Law operates entirely online, serving clients across Ontario and Canada. All consultations, document reviews, and signings are handled remotely, making the process convenient whether you are in Toronto, Ottawa, Kitchener-Waterloo, or anywhere else in the province.
Ready to Incorporate Your Professional Corporation?
Your professional practice deserves a corporate structure built on proper legal foundations. Professional corporation incorporation with a licensed lawyer ensures your articles, share structure, and governance comply with both the OBCA and your governing body's requirements — protecting your practice and preserving your tax planning opportunities.
No obligations. Understand your options first.
Related Resources
Standard Ontario corporation for non-regulated businesses
Protect co-founder rights in multi-practitioner corporations
All business registration options in Ontario
Complete guide to business registration