Corporate Counsel can get your Ontario professional corporation incorporated quickly and cost effectively.
We have several packages for Ontario professional corporations depending on the type of profession you practice:
Price above exclude HST but include disbursements.
In addition, Corporate Counsel is offering CPA and LSUC professional corporations the opportunity to add on a minute book, by-laws, and organizational resolutions and share certificate for an additional $500 +HST. This ensures that you have a full corporate record of all shareholders, officers and directors in the event of a professional association audit.
Health Professional Corporations
The Ontario Business Corporations Act (the “Act”) and its regulations provide many exemptions for doctors and dentists that are not available to other professionals. Health professional corporations can have shareholders who are non-professionals such as family members. This allows for dividend distributions and other tax planning. Liability is also limited for non-professional shareholders.
CPA Professional Incorporations
For more information on CPA professional incorporations please click here.
Ontario Business Corporations Act Requirements
Sections 3.1-3.4 of the Act sets out the requirements for profession corporations (excluding health professional corporations). Specifically, professional corporation (for CPAs and lawyers, etc.) must comply with the following:
- All of the issued and outstanding shares of the corporation shall be legally and beneficially owned, directly or indirectly, by one or more members of the same profession.
- All officers and directors of the corporation shall be shareholders of the corporation.
- The name of the corporation shall include the words “Professional Corporation” or “société professionnelle” and shall comply with the rules respecting the names of professional corporations set out in the regulations and with the rules respecting names set out in the regulations or by-laws made under the Act governing the profession.
- The corporation shall not have a number name.
- The articles of incorporation of a professional corporation shall provide that the corporation may not carry on a business other than the practice of the profession but this paragraph shall not be construed to prevent the corporation from carrying on activities related to or ancillary to the practice of the profession, including the investment of surplus funds earned by the corporation.
Corporate Counsel has drafted its articles of incorporation to meet the specific requirements of your profession.
Professional corporation shareholders should also note that the Act specifically removes limited liability for acts of the shareholder or acts of employees or agents of the corporation – e.g. negligence or errors and omissions claims of clients. Other limitations on liability that corporations enjoy are still available to professional corporations – such as creditor protection.