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PROFESSIONAL CORPORATIONS IN ONTARIO
A professional corporation is a distinct business entity reserved for individuals holding professional designations such as certain healthcare workers, lawyers, social workers, dentists, chartered accountants, architects, and engineers. To create a professional corporation, you must be a member of a profession that is granted authority to incorporate a professional corporation from your respective governing Act. For example, the Law Society Act permits lawyers and paralegals in the province of Ontario to form professional corporations for the purpose of practicing law. Since this type of business is only for professionals with a governing body, it often includes compliance checks and specific rules.
REGISTERING A PROFESSIONAL CORPORATION
The initial registration process of a professional corporation is similar to an ordinary corporation in that it includes the conducting of a NUANS search as well as the filing and registration of the articles of incorporation with the Ministry of Public and Business Service Delivery. When registering a professional corporation, one must follow close guidelines set out by the regulatory body authorizing the registration of a professional corporation for that profession. For example, the regulatory body may require certain wording to be placed within the articles of incorporation to prevent the transfer or sale of the shares of the professional corporation to non-members of the profession. The next step often involves obtaining a Certificate of Authorization from the relevant governing body which will only be provided if all guidelines set by the regulatory body have been followed.
BENEFITS OF A PROFESSIONAL CORPORATION
One benefit of a professional corporation is that it operates as its own entity, independent of the directors and shareholders. Since a professional corporation is a separate entity, the professional corporation’s shareholders may be insulated from certain losses, liabilities, and damages the professional corporation incurs regarding its commercial debt and acts not related to the practice of the profession. It is important to note that shareholders will likely incur personal liability for the professional malpractice of the professional corporation. For example, having a professional corporation does not protect lawyers against personal liability for professional malpractice regarding a client’s matter. Another benefit of professional corporations is that they may be eligible for certain tax advantages available only to corporations. Prior to choosing a professional corporation as the vehicle for carrying out your business, you should consult a chartered accountant regarding the tax consequences of conducting business through a professional corporation.
If you are planning on forming a professional corporation, contact us to set up an initial consultation, during which a business lawyer will answer any questions you may have regarding professional corporations.
Disclaimer:The information contained in this article is not to be construed as legal advice. The content is drafted and published only for the purpose of providing the public with general information regarding various real estate and business law topics. For legal advice, please contact us.
About the Author:
Shahriar Jahanshahi is the founder and principal lawyer at Jahanshahi Law Firm with a practice focus on representing business star-ups and investors in the province of Ontario. For further information about Shahriar Jahanshahi, click here.
