An Ontario Professional Corporation is a corporation formed under the Ontario Business Corporations Act (OBCA) that allows an eligible regulated professional to carry on their professional practice through a corporation. Professional Corporations must follow specific rules for their corporate name, ownership, directors, share structure and permitted business activities, as well as any additional requirements of their professional governing body.
No. Professional Incorporation protects your personal assets from the corporation's business debts and contractual obligations, but does NOT protect you from professional liability, malpractice claims, or regulatory disciplinary action. As a regulated professional, you remain personally accountable for your professional services. Professional liability insurance is still essential and required by most governing bodies.
Eligibility is restricted to regulated professionals under five governing acts: the Regulated Health Professions Act (physicians, dentists, pharmacists, optometrists, chiropractors, etc.), the Chartered Professional Accountants of Ontario Act, 2017 and Law Society Act (accountants and lawyers), the Social Work and Social Service Work Act, and the Veterinarians Act. If you don't hold one of these regulated licenses, regular Ontario Incorporation is the right choice.
Standard service is 1-3 business days. Rush service offers a 2-hour turnaround when ordered before 3pm Mon-Fri ET. The draft review step adds time for your governing body's review, but ensures the incorporation is filed correctly the first time.
Professional Corporations have additional regulatory complexity: governing body coordination, restricted share structures, mandatory NUANS reports, the draft review workflow, and only two allowable legal endings. Our $175.99 + fees pricing reflects this additional work versus our $54.99 + fees for standard Ontario incorporation. We're still significantly cheaper than law firms for the same compliance assurance.
We prepare draft Articles of Incorporation based on the information you provide and send them to you for review before filing. We recommend having the draft reviewed by your governing body to confirm it meets the requirements for your profession and to obtain any required approval. You may also wish to review the Articles with your accountant or lawyer. Once you confirm the Articles are ready to proceed, we file them with Ontario. This extra step can help identify potential issues before your Professional Corporation is incorporated.
Ownership rules for Ontario Professional Corporations depend on the profession. Generally, shares must be owned by members of the same regulated profession. However, specific exceptions apply to physician and dentist corporations, which may allow certain non-voting shares to be owned by a spouse, child or parent of a voting professional shareholder. Always confirm the ownership requirements that apply to your profession before issuing shares.
Only two legal endings are permitted: "Professional Corporation" (English) or "Société professionnelle" (French). The corporation typically includes the professional's name. Examples: "John Smith Medical Professional Corporation," "Smith Dentistry Professional Corporation," "Smith & Jones Chiropractic Professional Corporation," or "John A. Smith Law Professional Corporation". An Ontario Professional Corporation cannot have a numbered name.
The Initial Return (formerly Initial Notice) is a mandatory filing due within 60 days of incorporation. It lists corporate officer positions (commonly president, secretary, treasurer) and confirms incorporation details. Failure to file can put the corporation at risk of dissolution if not corrected. We can handle this filing as an add-on during incorporation or separately afterward.
Professional Corporations have several ongoing obligations. Depending on your profession, your regulator may require annual authorization renewal, a Corporate Profile Report, fees or other filings. You must also keep corporate information up to date, file corporate tax returns, maintain applicable tax accounts such as HST and payroll, and keep your professional licence in good standing. Failure to meet your regulator's requirements may affect your corporation's authorization to practice.
Yes. You can register a Trade Name (DBA) under your Professional Corporation to operate a secondary business name. For example: "Smith Dentistry Professional Corporation carrying on business as Smiley White." Trade Names share the corporation's bank account and tax accounts, simplifying administration. Name protection for Trade Names are more limited than your Professional Corporation name. We can register Trade Names alongside your incorporation or separately.
An Ontario Professional Corporation is restricted to carrying on the practice of its profession. It may also carry on activities that are related or ancillary to the professional practice, including investing surplus funds earned by the corporation. These restrictions are included in the corporation's Articles of Incorporation.
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