What is a professional corporation?

Professional Corporation

Professional Corporation

What is a professional corporation? 

A professional corporation operates much like a business corporation with few exceptions. A professional corporation has to abide by the regulations set by the Business Corporations Act (Ontario) and by the respective governing body. A professional corporation  can-only carry on activities of its profession. A professional corporation must meet the requirements of its governing body and receive a Certificate of Authorization or equivalent.

Many professionals are allowed to operate their business as a professional corporation.  Examples of professions that can operate under a professional corporation:

 Accountants  Lawyers  Medical professionals
 Engineers  Architects  Social Workers
 Veterinarians  Pharmacists  Chiropractors

Historically professionals have operated through a sole proprietorship or partnership which limits tax planning  and results in higher taxes (see “How to setup a business in Ontario” for more in depth discussion). Professionals have lobbied the provincial governments which have allowed them to incorporate their practices.

Does a professional corporation have limited liability? 

In “How to setup a business in Ontario” we discussed that a corporation is a separate legal entity and it has limited liability. A professional corporation is slightly different and does NOT have full limited liability (exception for architects and engineers). A professional corporation only offers limited liability in certain areas. When it comes to business debts, the shareholder is only liable up to his or her investment in the business.  However, in other circumstances such as malpractice, the corporate veil is lifted resulting in unlimited liability.


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How to setup a business in Ontario?

What type of structure is right for you?

How to setup a business in Ontario?

Setting up a business can be an overwhelming task with a lot to comprehend. It all starts with a dream and a vision, but how do you turn that dream into reality. The dream of becoming your own boss and having the freedom to make your own decisions can be a complicated one at the beginning. Once you have determined on the actual business and its inner workings, you will have to move on to the next step of executing that business. This is where a lot of people get stuck and don’t really know where to go next.

In this article I will explore and shed light on several different business structures available in Ontario. I will also explain how to be in compliance with Canada Revenue Agency (CRA) tax obligations.

The three most common structures are Sole proprietorship, Partnership, and Incorporation.

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Business Transfers To Family Members

family-325218_1920Inadequate Succession Planning


According to reports published by CIBC it is expected that 30% or close to 310,000 Canadian business owners will sell or transfer ownership of their businesses in the next five years. The growing number of transfers has a significant impact on the Canadian economy and predecessor owners.

The lack of effective tax planning and knowledge  has resulted in predecessor owners paying significant income tax. This directly affects retirement savings and future well-being.

Transferring Among Family members

Business owners might have family succession allowing them to transfer their family business to the next generation. This allows business to be kept in the family and continue to operate much like they did in the years before. However, section 84.1 of the Income Tax Act (ITA) creates a significant economic loss for the business owner if they decide to keep the business within the family.

The transfer of a business to a family member is administered through section 84 .1 of the ITA, which is in place to prevent tax evasion. In most cases this section of the ITA deprives the predecessor owner of the capital gains exemption, which can save thousands in taxes. This would make selling the business to a third party much more attractive because you can realize the capital gains exemption. Resulting in lower income tax for the business owner.

Section 84.1 has overly complicated the succession planning process. It hinders the business owners if they decide to keep the business in the family.


Like many other, The Canadian Chamber of Commerce has proposed that the federal government modify the ITA section 84.1 to “to facilitate  business transfers to family members and make this type of transfer at least as advantageous as transfers involving  unrelated third parties through the following measures”.

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Canadian Tax Deadlines 2013-2014

Important dates for Individuals
Tax return filing due dates
Employees file –> 2014 personal tax return is due April 30, 2015
Self-employed –> If you or your spouse carried on a business the 2013 personal tax return is due June 15, 2015. (If you have tax owing the payment still has to be made by April 30th)
Deceased persons –> The legal representative of the estate of an individual who dies in 2012, will have to file a tax return. The due date depends on the date of death and if the individual carried on a business.
Balance owing due dates
Your balance owing is due no later than April 30, 2013. When a due date falls on a Saturday, a Sunday, or a holiday recognized by the CRA, we consider your payment to be made on time if we receive it or it is postmarked on the next business day.
Installment payments due dates
Your installment payments for 2013 are due March 15, June 15, September 15, and December 15, 2013.
When a due date falls on a Saturday, a Sunday, or a holiday recognized by the CRA, we consider
your payment to be paid on time if we receive it or if it is postmarked on the next business day.
Your payment will be considered paid on one of the following dates:
  • Payments you make in person at your financial institution are considered paid on the date stamped on your INNS3 receipt.
  • Payments you send by mail are considered paid on the date you mail them.
  • Payments you make through your financial institution’s Internet or telephone banking services are considered paid when your financial institution credits us with your payment.
  • Post-dated cheques and payments you make by pre-authorized debit are considered paid on the negotiable date

Who is Required to File a Tax Return?

 Individuals must file a tax return if any of the following apply


Individuals must file a tax return if any of the following apply:
  • Taxpayer has taxes owning or wants to claim a refund
  • Taxpayer and their spouse or common-law partner elected to split pension income
  • Taxpayer received working income tax benefit (WITB) advance payments or wants to claim WITB
  • Taxpayer disposed of capital property or realized a taxable capital gain/taxable capital loss
  • Taxpayer has to repay old age security or employment insurance benefits
  • Taxpayer has not repaid all amounts withdrawn from your registered retirement savings plan (RRSP) under the Home Buyers’ Plan or the Lifelong Learning Plan
  • Taxpayer want to apply for the GST/HST credit
  • Taxpayer or spouse or common-law partner want to begin or continue receiving Canada child tax
  • benefit payments, including related provincial or territorial benefit payments. Read more