Professional corporations in Ontario
This guide explains which Ontario regulators let their members practise through a professional corporation, the conditions in the Business Corporations Act, the certificate of authorization and its fees, and who may hold the shares. We prepare and file your articles of incorporation for $35.00, HST included. The government fee for an Ontario corporation is $300.00 to the Ontario Business Registry, charged at cost. Open Corporation for $35 is a department of Gondaliya CPA.
What a professional corporation is
A professional corporation is an Ontario corporation through which a regulated professional practises. It is incorporated under the Ontario Business Corporations Act, like any other Ontario corporation, but it must meet extra conditions and hold a certificate of authorization from the professional’s regulator.
Under section 3.1 of the Act, a profession may be practised through a corporation only where the law governing that profession allows it. Each regulator then sets its own process and fees.
A professional corporation does not protect the professional from claims about their own professional work. The professional remains personally liable for their professional negligence. What it can protect is ordinary business debts, and what it offers is tax deferral.
| Item | Ordinary corporation | Professional corporation |
|---|---|---|
| Incorporated under | Business Corporations Act | Business Corporations Act, with sections 3.1 to 3.4 |
| Who may own shares | Anyone | Members of the profession, with limited family exceptions |
| Name | Any available name | Must include Professional Corporation, plus the college’s rules |
| Regulator approval | Not needed | Certificate of authorization required |
| Personal liability for professional negligence | Not applicable | Remains with the professional |
Which professions may incorporate
Members of Ontario’s health regulatory colleges may practise through a health profession corporation, under Ontario Regulation 39/02 made under the Regulated Health Professions Act. Several non-health regulators also permit it.
| Profession | Regulator that issues the certificate |
|---|---|
| Physicians | College of Physicians and Surgeons of Ontario |
| Dentists | Royal College of Dental Surgeons of Ontario |
| Pharmacists | Ontario College of Pharmacists |
| Psychologists, occupational therapists, chiropodists, respiratory therapists | Their health regulatory colleges |
| Lawyers and paralegals | Law Society of Ontario |
| Chartered Professional Accountants | CPA Ontario |
| Veterinarians | College of Veterinarians of Ontario |
| Social workers and social service workers | Ontario College of Social Workers and Social Service Workers |
Physiotherapists and chiropractors are also regulated by health colleges. Our physiotherapy and chiropractic pages cover those setups, and our industries page lists the rest.
Real estate agents are different. A personal real estate corporation has been allowed in Ontario since October 1, 2020 under the Trust in Real Estate Services Act, 2002. It is an Ontario corporation, but it is not a professional corporation under section 3.1. Our personal real estate corporation page explains its rules.
We incorporate professional corporations for $35.00, HST included
Government fee shown separately at cost. A CPA checks the name and share rules against your college’s requirements.
The conditions in the Business Corporations Act
Section 3.2 of the Business Corporations Act sets the conditions every professional corporation must meet.
| Condition | What it means |
|---|---|
| Share ownership | All issued shares are legally and beneficially owned, directly or indirectly, by members of the same profession |
| Directors and officers | All officers and directors are shareholders |
| Name | Includes Professional Corporation or société professionnelle |
| Business | The articles limit the business to practising the profession, and related activities the regulations allow |
| Authorization | The corporation holds a valid certificate of authorization from the regulator |
A voting agreement or unanimous shareholder agreement that gives control to someone who is not a member is void. A holding company or family trust cannot be a shareholder, except under the family rules for physicians and dentists set out below.
Our share structure guide explains voting and non-voting share classes.
Who may hold the shares
The general rule is simple: only members of the profession may own shares. Physicians and dentists have one exception.
Under Ontario Regulation 665/05, the voting shares of a medicine or dentistry professional corporation must be owned by members of the college. Non-voting shares may also be held by a family member of a voting shareholder, or by a trustee for the voting shareholder’s minor children.
A family member for this purpose is a spouse, a child or a parent of the voting shareholder.
| Profession | Voting shares | Non-voting shares |
|---|---|---|
| Physicians | College members only | College members, spouse, child or parent of a voting shareholder, or a trust for the minor children |
| Dentists | College members only | College members, spouse, child or parent of a voting shareholder, or a trust for the minor children |
| Other professions | Members only | Members only |
Family shareholding does not by itself save tax. Dividends paid to family members are subject to the tax on split income rules, and the excluded shares exception for shareholders aged 25 or older is not available for shares of a professional corporation.
Naming rules
A health profession corporation’s name must include the words Professional Corporation, the surname of one or more of the shareholders exactly as it appears on the college register, and words that show the health profession.
A numbered name is not allowed for a health profession corporation. Each college publishes its own naming guidance, and the name should be checked against it before the articles are filed.
| Name element | Required for a health profession corporation |
|---|---|
| Professional Corporation | Yes |
| Surname of a shareholder as on the college register | Yes |
| Words showing the profession | Yes |
| Numbered name | Not allowed |
Our corporate name rules guide covers the general rules every Ontario name must also meet.
The certificate of authorization and its fees
The corporation is incorporated first, and then it applies to the regulator for a certificate of authorization. The CPSO, for example, asks physicians to incorporate first and then apply through its member portal.
| Regulator | Application fee | Annual renewal |
|---|---|---|
| College of Physicians and Surgeons of Ontario | $400 | $175 |
| Royal College of Dental Surgeons of Ontario | $750 | $175 if paid by July 31, $200 after, under its 2025 fee schedule |
| Law Society of Ontario | $395.50, including HST | $226, including HST |
| CPA Ontario | $180 plus HST to register the professional corporation | A separate certificate of authorization, $123.81 plus HST, is needed only to practise public accounting |
These fees are paid to the regulator, not to us or to the Ontario Business Registry. The Law Society quotes about 15 business days to process an application, and CPA Ontario three to five weeks.
Regulator fees change each year. These fees were last checked on 15 October 2026. Confirm the current amount with your college before you apply.
The tax case for a professional corporation
A professional corporation earning active business income is usually a Canadian-controlled private corporation, so it can claim the small business deduction on its first $500,000 of active business income a year.
The federal rate on that income is 9 percent. Ontario cut its small business rate from 3.2 percent to 2.2 percent from July 1, 2026, for a combined rate of 11.2 percent. Personal rates in Ontario reach 53.53 percent at the top of the scale in 2026.
The saving is a deferral. Profit left in the corporation is taxed at the low rate until it is paid out, and then taxed again in your hands as a dividend. It helps most when you earn more than you spend.
| Item | Rule |
|---|---|
| Small business deduction | First $500,000 of active business income a year, shared among associated corporations |
| Combined Ontario small business rate | 11.2 percent from July 1, 2026 |
| Passive income | The $500,000 limit falls by $5 for every $1 of investment income above $50,000, reaching zero at $150,000 |
| Tax on split income | The excluded shares exception is not available for professional corporation shares |
Our small business deduction guide explains the limit, and our pricing page lists our fees.
What incorporating costs
A professional corporation is incorporated first and then authorized by your regulator. Our fee to incorporate is fixed, and government fees are charged at cost. Your regulator’s certificate fee is separate.
| Item | Amount | HST | Total | Who charges it |
|---|---|---|---|---|
| Our incorporation filing fee | $35.00 | Included | $35.00 | Open Corporation for $35 |
| Ontario articles of incorporation | $300.00 | Not applicable | $300.00 | Ontario Business Registry |
| Certificate of authorization | Set by your regulator | Depends on the regulator | See the table above | Your regulator |
Our $35.00 fee includes HST and government fees are passed through at cost with no mark-up. Every figure is on our full pricing page. Open Corporation for $35 is a department of Gondaliya CPA.
What a CPA checks before a professional incorporates
This guide explains the rules. It cannot tell you whether incorporating pays for you, because that depends on how much you earn, how much you spend and how much you can leave in the corporation.
We start with the numbers. A professional corporation helps most when income is more than you need to live on, because the saving comes from leaving profit in the corporation at the lower rate.
Then the name and articles. We match the name, the restriction on business and the share classes to your college’s rules, so the certificate of authorization is not delayed.
Then the shareholders. For physicians and dentists we look at whether family members should hold non-voting shares, and at the tax on split income rules that apply. Our tax on split income guide explains them.
Last, the pay plan. We set salary and dividends each year. Our salary against dividends guide shows how each is taxed. Open Corporation for $35 is a department of Gondaliya CPA.
Case studies
Three professionals who incorporated with us, and what we did.
A family physician
The situation: A family physician earning more than they spent wanted to incorporate and have their spouse hold shares.
What we did: We incorporated a medicine professional corporation with the correct name and articles, issued non-voting shares to the spouse as the regulation allows, and the physician then applied to the CPSO for the certificate.
The result:
- Name accepted by the college
- Certificate of authorization issued
- Dividend plan reviewed against the split income rules
A dentist buying a practice
The situation: An associate dentist was buying a practice and wanted the purchase made by a professional corporation.
What we did: We incorporated before the closing date so the corporation could apply to the RCDSO in time, and set up its payroll and GST/HST accounts.
The result:
- Corporation ready for the closing
- Certificate application filed through the college portal
- Accounts registered from day one
A physiotherapist with a numbered draft
The situation: A physiotherapist had drafted articles for a numbered corporation.
What we did: We explained that health profession corporations cannot use a numbered name and must include a shareholder’s surname and the profession, and refiled the articles correctly.
The result:
- Name rules met first time
- No amendment needed later
- Certificate application went straight through
Book a free consultation call
Thinking about a professional corporation? Bring your income figures to a free call. Pick a time below and a Chartered Professional Accountant will call you.
Frequently asked questions
These are the questions professionals ask about incorporating in Ontario. Each answer can be read on its own.
Which professions can incorporate in Ontario?
Who can own shares of a professional corporation in Ontario?
What must the name of a professional corporation include?
Does a professional corporation limit my liability?
How much does a certificate of authorization cost?
What tax rate does a professional corporation pay in Ontario?
Can my spouse hold shares to split income?
What does it cost to incorporate a professional corporation?
The CPAs who review this guide
A Chartered Professional Accountant reviews your structure before anything is filed. Open Corporation for $35 is a department of Gondaliya CPA.
What our clients say
Gondaliya CPA Professional Corporation is registered with CPA Ontario under firm registration number 61330051. Our clients have left us 1,300+ five-star Google reviews, and we work from 13 Ontario offices, open 9:00 AM to 8:30 PM, Monday to Sunday. We back every filing with a 30-day money-back guarantee and a 60-day fee-matching policy, and we are a Xero Partner Award Winner 2026. Open Corporation for $35 is a department of Gondaliya CPA.
These Google reviews belong to Gondaliya CPA Professional Corporation and cover every service the firm provides.
Incorporate your professional corporation
Send the intake form and we will check your name, articles and share structure against your college’s rules before anything is filed. Our fee is $35.00, HST included, and the government fee is shown separately at cost. Payment is by Interac e-Transfer to info@gondaliyacpa.ca, and the security question is Not Applicable because auto-deposit is enabled.
No legal advice
Gondaliya CPA Professional Corporation is a firm of Chartered Professional Accountants licensed by CPA Ontario, firm registration number 61330051. It is not a law firm. We prepare and file corporate documents and we provide accounting and tax advice. Nothing on this page is legal advice, and reading it creates no solicitor and client relationship. For legal advice on your professional obligations or a practice purchase, consult a lawyer licensed in Ontario, and confirm your college’s current requirements directly with it.
Open Corporation for $35 is a department of Gondaliya CPA.
