Incorporate a Dentistry Professional Corporation in Ontario for $35

Start your dentistry professional corporation for $35, HST included. Government fees are separate. Complete the intake form and a CPA reviews your shares first.

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Dentistry is a regulated health profession, so your company is a health profession corporation under the Regulated Health Professions Act, 1991. Our fee to draft and file the articles is $35.00, HST included, and the registry and College charges go through untouched. Open Corporation for $35 is a department of Gondaliya CPA.

The Ontario regulation governing health profession corporations (O. Reg. 665/05 under the Business Corporations Act (Ontario)) lets only College member dentists hold voting shares, while a family member of a voting shareholder may hold non-voting shares, and that split is the whole basis of dividend planning here. A Chartered Professional Accountant builds those classes before the Royal College of Dental Surgeons of Ontario reviews your Certificate of Authorization application.

Why Dentists Incorporate

Active business income within the $500,000 federal business limit is taxed at 9% federally and 3.2% in Ontario, a combined 12.2%. Money left inside is taxed once at that rate.

It matters most to an owner who does not spend all they bill. A dentist billing $700,000 and living on $250,000 compounds the difference inside the company.

Associates are different. If you take home nearly all you earn, the deferral is small and you gain mainly timing flexibility.

Gondaliya CPA team preparing a dentistry professional corporation filing
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Equipment changes the picture

Chairs, a scanner and a build-out are financed over years, and the corporation services that debt with 12.2% dollars.

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Buying in is usually the trigger

Vendors sell shares and lenders lend to corporations, so an associate becoming a partner needs it first.

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Selling is the other

The lifetime capital gains exemption applies to shares of a qualified small business corporation, not a proprietorship’s goodwill, and is tested over two years.

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Professional Corporation Rules for Dentists

Dentistry is a regulated health profession, so this is a health profession corporation under the Regulated Health Professions Act, 1991 and the Business Corporations Act (Ontario). You may not practise through it until the Royal College of Dental Surgeons of Ontario issues a Certificate of Authorization under sections 85.8 to 85.14 of the Health Professions Procedural Code, Schedule 2 to the Regulated Health Professions Act, 1991.

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Voting and non-voting shares

Voting shares may be held only by dentists who are College members. Non-voting shares may be held by College members, a family member of a voting shareholder, or a trustee for that shareholder’s minor child.

O. Reg. 665/05 defines family member as spouse, child or parent.

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Officers, directors and business

Officers and directors must be shareholders who are College members, and the corporation may carry on no business but dentistry and ancillary work.

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The name

The name must include a shareholder’s surname as it appears on the College register, indicate the profession, and carry the words “Professional Corporation”.

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Renewal every 31 August

The certificate expires 31 August yearly. The renewal fee is $175 if paid by 31 July and $200 after. An unrenewed certificate is revoked on 1 September and cannot be renewed, so you reapply. Incorporation is provincial, not federal.

Typical Share Structure for a Dentistry Professional Corporation

Share class Who holds it Voting Dividend entitlement Why it is there
Class A common Practising dentist Yes Discretionary Control and growth
Class B common Second dentist shareholder Yes Discretionary Buy-in, College members
Class C non-voting Spouse of a voting shareholder No Discretionary Dividends where TOSI allows
Class D non-voting Adult child or parent No Discretionary Family in the practice

Section 120.4 of the Income Tax Act decides whether those non-voting shares are worth issuing. A dentistry professional corporation cannot use the excluded shares exception, because the CRA closes it to the professional practice of a dentist. That leaves the excluded business test, met at an average of 20 hours a week. A CPA documents the hours and says when a spouse dividend will not survive review.

HST for Dentists

Dental services supplied by a licensed dentist are exempt under Part II of Schedule V to the Excise Tax Act, so most practices never register. The Canada Revenue Agency generally bars registration where you make only exempt supplies, and its $30,000 threshold, over four consecutive calendar quarters, counts taxable supplies only.

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Orthodontic appliances

Orthodontic appliances are zero-rated, a commercial activity supporting input tax credits.

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Cosmetic work

Purely cosmetic work such as whitening is taxable.

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GST/HST Notice 339

The CRA revoked the arrangement letting orthodontists treat 35% of a fee as the appliance, for fiscal years starting on or after 1 January 2025.

Register voluntarily only where that revenue is real. The quick method has a $400,000 ceiling and dentists are not on the CRA excluded list, but exempt billings rarely make it pay.

Common CRA Issues for Dental Practices

1

Spouse dividends without hours

Triggered by a T5 to a spouse who does not work in the practice. Section 120.4 taxes it at the top rate, and a subsection 15(1) benefit assessment often follows.

2

Associate treated as an employee

Triggered by a CPC-1 ruling, chair rental with fixed hours, or a departing associate claiming EI. The clinic owes unremitted CPP and EI.

3

Personal services business

Triggered by an incorporated associate with one clinic, no staff and no equipment. A PSB loses the small business deduction.

4

Credits against exempt billings

Triggered by input tax credits claimed on overhead after registration. Notice 339 makes this the live orthodontic audit issue.

First-Year Compliance Calendar

When What is due Who files it What happens if it is late
Within 60 days Initial return, Corporations Information Act Us or your CPA Penalties under that Act
Week 1 to 2 Business number, RC0001 account Your CPA Nothing to file the T2 against
If taxable supplies arise HST registration, first return Your CPA Unremitted tax plus interest
15th of the following month Payroll source deductions The corporation Penalty of 3% to 10%, 20% on repeat
Within 53 weeks First fiscal year end set Your CPA Hard to change later
3 months after year end Part I tax balance, CCPC with the small business deduction The corporation Interest from the due day
6 months after year end T2 return, and Ontario annual return via the Ontario Business Registry Your CPA Late filing penalty, and non-compliance under the Corporations Information Act
First tax year No instalments required CRA rule Instalments start in year two above $3,000

Before Anything Is Filed

What a CPA Checks Before You Incorporate

Start Your Intake Form

We start with the calendar, because two dates govern this file and they are not the same.

Shares, HST, structure and the transaction follow, in that order.
Check 1

Two dates

The RCDSO Certificate of Authorization expires 31 August, and the renewal fee is $175 if paid by 31 July and $200 after. Your fiscal year end is a separate choice, set against the practice cash cycle and the remuneration plan, and it fixes the T2 and the instalments.

Check 2

Ownership

Only members of the Royal College of Dental Surgeons of Ontario may hold voting shares, and every officer and director must be one. O. Reg. 665/05 lets a spouse, parent or adult child hold non-voting shares, and RCDSO permits a trustee to hold shares for a voting shareholder’s minor child.

Check 3

Section 120.4

The excluded shares exception is closed to dentists, which leaves the 20 hour a week excluded business test, so we measure hours before shares are issued rather than after a reassessment.

Check 4

HST

HST is narrower than owners expect. Treatment is exempt, while cosmetic work and appliances are taxable supplies, and the registration decision turns on how much of that revenue is real.

Check 5

Structure

A hygiene company or a company holding the premises is associated, so the $500,000 small business deduction is shared, and a holding company is weighed against the same RCDSO ownership rules.

Check 6

The transaction

Acquiring a practice by shares leaves the vendor’s tax history in place, while acquiring the assets resets depreciation and lets goodwill be valued directly. Where a proprietorship is folding in, a section 85 election moves equipment and goodwill across without triggering a gain.

Fees to Incorporate as a Dentist in Ontario

Our fee is $35.00 with HST included. Registry and College charges go through untouched, on their own lines.

Item Amount HST Total Who charges it
Incorporation preparation and filing $35.00 Included $35.00 Open Corporation for $35
Ontario government incorporation fee $300.00 Not applicable $300.00 Ontario Business Registry
Ontario-biased NUANS report, named company only $25.00 Included $25.00 Open Corporation for $35
RCDSO Certificate of Authorization, application $750.00 Not applicable $750.00 Royal College of Dental Surgeons of Ontario
RCDSO Certificate of Authorization, annual renewal $175.00 if paid by 31 July, $200.00 after Royal College of Dental Surgeons of Ontario
Minute book, bookkeeping, payroll and T2 Quoted on request Gondaliya CPA
Total to incorporate, numbered corporation $335.00 ($300.00 government filing + $35.00 our fee), before College fees One-time
Total to incorporate, named corporation $360.00 ($300.00 government filing + $25.00 NUANS + $35.00 our fee), before College fees One-time

The Bundle for Dentists

After incorporation the accounting moves to the parent firm. Gondaliya CPA keeps the books, runs payroll, prepares the T2 and the Ontario annual return, sets the salary and dividend mix, reconciles insurer and Canadian Dental Care Plan receivables, and prepares the statements a lender or vendor asks for on a practice purchase.

Why Dentists Use Us

Gondaliya CPA professional corporation team

Gondaliya CPA Professional Corporation is registered with CPA Ontario under firm registration number 61330051. Open Corporation for $35 is a department of Gondaliya CPA.

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Free CPA Consultation for Dentists

The CPAs Who Review Your Dentistry Corporation

A Chartered Professional Accountant builds your share classes before anything is filed.

Sharad Gondaliya CPA

Sharad Gondaliya, CPA

Principal

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647-212-9559

Vandana Goel CPA

Vandana Goel, CPA

Accounting Specialist

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647-250-0242

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Dentistry Professional Corporation FAQs

Can a dentist incorporate in Ontario?

Yes, a dentist registered with the Royal College of Dental Surgeons of Ontario may incorporate a dentistry professional corporation under the Business Corporations Act (Ontario). The College charges $750 to apply for the Certificate of Authorization.

What is a Certificate of Authorization for a dentistry professional corporation?

A dentistry professional corporation needs a Certificate of Authorization, the document the Royal College of Dental Surgeons of Ontario issues under the Regulated Health Professions Act, 1991 permitting a corporation to practise dentistry. It expires 31 August.

Can my spouse own shares in my dentistry professional corporation?

Yes, but only non-voting shares, because the Ontario regulation governing health profession corporations, O. Reg. 665/05, permits a family member of a voting shareholder, a spouse, child or parent, to hold them.

Can I pay my spouse dividends?

Only where an exception to the tax on split income in section 120.4 of the Income Tax Act applies. The CRA closes the excluded shares exception to dentists, leaving the 20 hour a week test.

Do dentists charge HST?

No in most cases, because dental services supplied by a licensed dentist are exempt under Part II of Schedule V to the Excise Tax Act. The CRA’s $30,000 threshold counts taxable supplies only.

What changed for orthodontists in 2025?

The Canada Revenue Agency revoked the arrangement treating 35% of an orthodontic fee as a zero-rated appliance. GST/HST Notice 339 applies to fiscal years beginning on or after 1 January 2025.

What tax rate will my dental corporation pay?

A Canadian-controlled private corporation pays a combined 12.2% on active business income within the small business limit, being the CRA’s 9% federal rate plus Ontario’s 3.2%. The federal limit is $500,000.

Can I incorporate federally as a dentist?

No, an Ontario dentistry professional corporation is incorporated provincially under the Business Corporations Act (Ontario), because the Certificate of Authorization regime applies to corporations formed under that Act.

Related Industries We Serve

Orthodontists

  • Appliance zero-rating after Notice 339
  • Input tax credit apportionment
  • Treatment plan receivables

Dental Hygienists

  • Health profession corporation setup
  • Associated corporation limits
  • Independent clinic payroll

Physicians

  • Family non-voting shares
  • OHIP billing reconciliation
  • Salary and dividend mix

Optometrists

  • Taxable eyewear sales and HST
  • Equipment financing and CCA
  • Practice purchase structure

Start Your Dentistry Professional Corporation

One form stands between you and a corporation the College will certify. Pay $35 including HST and a CPA checks the shares, name and year end first.