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Starting a Professional Corporation: A Definitive Guide

Are you looking to start a business delivering professional services, such as dentistry, chiropractic, or accounting? Depending on your industry, you may have to start a professional corporation as opposed to a standard corporation. 

In this guide, we’ll discuss what exactly a professional corporation is, who this business structure is for, and what steps you should follow to start your professional corporation.

What is A Professional Corporation?

A professional corporation is a type of corporation that is specifically designed to provide professional services. It’s a legal entity that is usually owned and operated by one or more licensed individuals in a given profession, such as doctors, engineers, accountants, or lawyers. 

Usually, professional corporations belong to an association or college that oversees the field. For example, the College of Psychologists of Ontario oversees psychologists practicing in the province, who are required to meet the regulations of the college and form a professional corporation to practice. 

Is a professional corporation different from a regular corporation?

Professional corporations and regular corporations share a lot in common. They are formed in a similar fashion and are broadly subject to the same laws and reporting requirements. 

However, there are some important distinctions to be aware of:

  • Share ownership restrictions: While shares of regular corporations can generally be owned and held by anyone, shares of professional corporations must be owned and held by licensed professionals in the field of the corporation.
  • Licensing requirements: While anyone can form or serve on the board of a regular corporation, professional corporations must be formed by at least one person licensed in the relevant profession. Similarly, at least one director must be licensed in the profession. In some cases, all directors must be licensed.
  • Articles of incorporation limitations: The articles of incorporation of a professional corporation must outline that the activities in which the professional corporation will engage are restricted to the given profession.
  • Certification requirements: For many professional corporations, the relevant governing body must certify that the shareowners are licensed professionals.
  • Naming requirements: While regular corporations can generally use any available name, professional corporations generally must use both the name of the practicing professional and the term “professional corporation” in their registered name.

Why Form A Professional Corporation?

Forming a professional corporation offers several advantages to professionals. Much like a regular corporation, a professional corporation provides liability protection, safeguarding the personal assets of its shareholders who may be individuals or a group of professionals.

If the corporation incurs debts or faces a lawsuit, the professionals who established it are not personally liable for the resulting obligations beyond their own personal investment in the corporation. Liability falls on the corporation itself, which is a separate legal entity.

However, it’s important to note that there are exceptions to the limited liability conferred by professional corporations that are unique to this business structure. If a shareholder guarantees a debt with their own personal assets, they remain personally responsible for it. Additionally, liability protection does not extend to cover professional malpractice. This refers to negligence, misconduct, or a breach of duty that harms the client or results in a loss to the client.

Finally, if a court decides to pierce the corporate veil—a term referring to the judicial action of disregarding the corporation’s separate legal identity and holding its shareholders personally liable—shareholders can be liable for corporate debts and legal obligations. This typically happens in the event of fraud, improper conduct, or a failure to maintain the corporation as a distinct legal entity. 

Another benefit to forming a professional corporation is that it can confer tax advantages. Unlike a sole proprietorship, a professional corporation can take advantage of credits and deductions that are only available to corporations. 

What Type of Businesses Should Form a Professional Corporation?

Licensed professionals are generally required to form a professional corporation in order to practice. This includes those in any profession regulated by a governing body, such as:

  • Doctors
  • Registered nurses
  • Registered massage therapists 
  • Chiropractors
  • Psychologists
  • Accountants
  • Engineers
  • Lawyers
  • Real estate agents and brokers

By setting up a professional corporation, people in these professions can start a business practicing their licensed specialty while protecting themselves from liability.

Step 1: Get Approval From Your Professional Body

Before you can deliver your professional services through your newly formed professional corporation, you should contact the relevant governing body to get approval and ensure you are in compliance with all regulatory requirements. 

You might be asked to submit documentation confirming that you meet all of the requirements to deliver your services, and you may also have to pay a fee to the professional body. 

For example, an accountant would contact the Chartered Professional Accountants of Canada (CPA), and an architect would contact the Royal Architectural Institute of Canada (RAIC). 

Step 2: Set Up A Corporation in Your Province

A professional corporation is similar to any other type of regular corporation, so the first step is to incorporate in your province. Each province has its own process for incorporating by completing the necessary paperwork and paying the required incorporation fees

Incorporation fees vary from province to province. For example, the fee is $300 in Ontario, $350 in BC, and $367 in Quebec. Most people will need a lawyer to help them draw up the necessary documentation, which can mean extra costs, in order to complete their incorporation.

Step 3: Get A GST/HST Number for Your New Corporation

Now that your professional corporation is formed and you’ve obtained approval from the relevant governing body, you should obtain a GST/HST number from the Canada Revenue Agency (CRA). This number is required for collecting and remitting taxes on the professional services you deliver.

To get your GST/HST number, you first need to get a business number (BN) through Business Registration Online (BRO). This BN will be connected to all of the CRA program accounts you set up, including your GST/HST account. Once you have your BN, you can follow the steps to get your GST/HST number in the same session.

Step 4: Redesign Your Company’s Marketing Materials To Reflect New Business Status

As a professional corporation, you’ll want to update your marketing materials, including your website, business cards, email footer, and any other promotional materials to reflect your new status. 

This will help you attract clients and demonstrate your professionalism. Being associated with your relevant regulatory body helps prospects trust that you are a legitimate professional operating in your field.

Step 5: File A Section 85 Rollover For Your Corporation

A Section 85 rollover is a tax planning strategy that enables you to transfer business assets into a corporation. By using this strategy, you can avoid triggering a taxable gain or loss. Since this is quite a complex process, a professional accountant should be consulted to ensure it’s completed correctly.

Starting a Professional Corporation FAQs

What is the purpose of a professional corporation?

The purpose of a professional corporation is to provide personal liability protection to its shareholders, who are typically licensed professionals like massage therapists or engineers. By forming a professional corporation, these professionals can protect their personal assets from debts or lawsuits incurred by the corporation. 

Professional corporations can also offer tax advantages, as well as opportunities to raise capital and more easily transfer ownership in the future.

How do you create a professional corporation?

To set up a professional corporation in Canada, there are several steps you should follow. First, you’ll need to set up a corporation in your province by filing the appropriate documentation and paying any associated fees. 

You should also obtain approval from the relevant governing body for your profession, and obtain a GST/HST number from the CRA. You may also need to use a tax strategy called a Section 85 rollover to transfer any assets into the corporation. You should seek professional advice throughout the process to ensure that all legal and regulatory requirements are met.

What are the benefits of filing as a professional corporation?

Filing as a professional corporation offers several benefits to Canadian professionals. It limits personal liability, protecting personal assets from liabilities incurred by the corporation. It can also offer tax advantages by opening up access to credits and deductions available only to corporations. Additional advantages can also be gained by registering with the relevant governing body, though these vary from one profession to the next.

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