- Quick Answer: How to Set Up an Ontario Professional Corporation
- What Is an Ontario Professional Corporation?
- Which Professions Can Incorporate?
- Ownership, Directors, and Officers
- How to Incorporate an Ontario Professional Corporation
- Professional Corporation vs Standard Ontario Corporation
- Why Professionals Incorporate
- What Does It Cost to Set Up a Professional Corporation?
- Common Mistakes to Avoid
- Not the Right Structure for You?
- Frequently Asked Questions
An Ontario professional corporation lets licensed professionals such as lawyers, physicians, dentists, accountants, and engineers practice through a corporate structure instead of as a sole proprietor. It’s governed by both the Ontario Business Corporations Act (OBCA) and the rules of your specific profession’s regulator, which makes it a more restricted structure than a regular corporation in exchange for real tax and liability advantages.
This guide covers who’s eligible, the ownership rules that make a professional corporation different from a standard one, the Certificate of Authorization most professions need after incorporating, and what it costs to set one up in 2026.
How to Set Up an Ontario Professional Corporation
- Confirm your profession is eligible for incorporation under the OBCA and your regulator’s rules.
- Choose a name that includes “Professional Corporation” or “Société Professionnelle”; numbered companies aren’t permitted.
- Prepare Articles of Incorporation that restrict the business to your profession, as required by the OBCA.
- File with the Ontario Business Registry ($155 government fee, same as a standard corporation).
- Apply to your governing body (Law Society of Ontario, CPA Ontario, your health college, and so on) for a Certificate of Authorization before you start practicing through the corporation.
- Confirm your shareholders, directors, and officers meet your profession’s ownership rules.
- Renew your Certificate of Authorization annually, alongside your usual corporate annual return.
The corporate filing itself takes about as long as a standard Ontario incorporation. The Certificate of Authorization step, which happens after incorporation, is what actually varies by profession.
What Is an Ontario Professional Corporation?
A professional corporation is a corporation formed under the OBCA specifically so that a regulated professional can carry on their practice through a corporate entity. Unlike a standard corporation, it operates under two layers of oversight at once: general corporate law under the OBCA, and the specific rules of the professional’s governing body, whether that’s the Law Society of Ontario, CPA Ontario, the College of Physicians and Surgeons of Ontario, or another regulator.
Key features that set a professional corporation apart:
Restricted Purpose
The corporation can only carry on the practice of the profession, though it can carry out activities related or ancillary to that practice, including investing surplus funds it earns.
Restricted Ownership
All shares must be legally and beneficially owned by members of the same profession, with a narrow exception for doctors and dentists (more on that below).
Mandatory Naming Convention
The name must include “Professional Corporation” or “Société Professionnelle.” Numbered companies aren’t allowed.
A Certificate of Authorization Requirement
Most professions require the corporation to hold a certificate, licence, or authorization from the governing body before it can actually provide professional services, separate from the corporate filing itself.
Liability Protection With Real Limits
Incorporating shields personal assets from general business debts (a lease, equipment financing), but it does not protect you from personal liability for your own professional negligence or malpractice.
Which Professions Can Incorporate?
Eligibility is set out in the OBCA together with each profession’s own governing legislation. Professions that can currently be incorporated include the following:
- Lawyers, under the Law Society Act (Law Society of Ontario)
- Chartered Professional Accountants, under the Chartered Professional Accountants of Ontario Act (CPA Ontario)
- Physicians and surgeons, dentists, and most regulated health professions under the Regulated Health Professions Act (nurses, pharmacists, optometrists, chiropractors, midwives, physiotherapists, psychologists, dental hygienists, and others, each through their own College)
- Veterinarians, under the Veterinarians Act
- Professional engineers, under the Professional Engineers Act
- Several other regulated professions with their own governing bodies
If your profession isn’t listed here, check with your regulator directly. Rules and eligible professions can change, and your governing body’s own guidance is the authoritative source for your specific situation.
Ownership, Directors, and Officers
The OBCA requires that all issued and outstanding shares of a professional corporation be legally and beneficially owned, directly or indirectly, by one or more members of the profession. Generally, all directors and officers must also be shareholders, meaning members of the same profession.
The family share exception: Physicians and dentists are permitted to issue non-voting shares to family members, such as a spouse, parent, or child, which can open up income-splitting opportunities. This exception requires specific language in the Articles of Incorporation and doesn’t extend to most other regulated professions, so don’t assume it applies to your practice without checking with your governing body first.
How to Incorporate an Ontario Professional Corporation
Confirm Eligibility and Any Pre-Approval Requirements
Some governing bodies require or recommend name pre-approval before you file your Articles, to confirm the proposed name meets both the OBCA’s naming rules and the college’s own naming conventions. Check with your regulator before you start the incorporation paperwork.
Choose a Name
Your professional corporation’s name must include “Professional Corporation” or “Société Professionnelle” and often incorporates the professional’s own name (for example, “John A. Smith Law Professional Corporation”). A professional corporation cannot be incorporated as a numbered company. A NUANS report helps confirm your proposed name doesn’t conflict with an existing corporation or trademark.
Prepare Articles of Incorporation
Your articles must include the standard OBCA requirements plus a restriction limiting the corporation’s business to the practice of the profession, along with any additional restrictions your governing body requires. This is one of the areas where a standard incorporation template won’t work; the restriction language needs to match what your specific regulator expects.
File with the Ontario Business Registry
The government filing fee is the same as a standard Ontario corporation: $155, with processing typically completed within about 5 business days online (the same service standard that applies to standard OBCA incorporations).
DIY vs. filing through a service: You can file directly with the Ontario Business Registry yourself, but professional corporations are one of the areas where getting the Articles right the first time matters more than usual, since the business-restriction language and ownership provisions have to match what your governing body expects before it will issue a Certificate of Authorization. Corporation Ontario (Ontario Corporate Filing Center) offers a Professional Corporation incorporation package built around these requirements, if you’d rather have that handled.
Apply for Your Certificate of Authorization
Once incorporated, you’ll need to apply to your governing body for the credential that actually allows the corporation to provide professional services. This goes by different names depending on the profession: a Certificate of Authorization for engineers and most health professions, a COA for CPAs, or a similar authorization from the Law Society. The process, fee, and timeline vary by regulator, so check directly with your college for current requirements and costs.
Renew Annually
Most professions require the Certificate of Authorization (or equivalent) to be renewed every year, alongside your corporation’s standard annual return with the Ontario Business Registry. These are two separate filings with two separate bodies, and missing either one can put your practice out of compliance even if the other is current.
Professional Corporation vs Standard Ontario Corporation
| Professional Corporation | Standard Ontario Corporation | |
|---|---|---|
| Who can own shares | Members of the profession only (with a narrow exception for doctors and dentists) | Anyone |
| Naming | Must include “Professional Corporation”; no numbered companies | Named or numbered |
| Business scope | Restricted to the profession and ancillary activities | Any lawful business |
| Regulatory oversight | OBCA plus your governing body | OBCA only |
| Extra licensing after incorporation | Certificate of Authorization or equivalent, usually renewed annually | None |
| Government filing fee | $155 | $155 |
Why Professionals Incorporate
Tax Deferral
A professional corporation, like other Canadian-controlled private corporations, can access the small business deduction on active business income up to the federal business limit, taxed at a combined federal and Ontario rate meaningfully lower than the general corporate rate, with the difference deferred rather than eliminated until the money is paid out personally. Ontario’s small business rate and related thresholds have been subject to change in 2026, so confirm the current numbers with a CPA before relying on them for planning.
Income Splitting
Where permitted (notably for doctors and dentists through the family share exception above), a professional corporation can support paying dividends to family members in lower tax brackets, subject to the federal tax-on-split-income (TOSI) rules.
Limited Liability for Business Debts
A professional corporation separates your personal assets from the corporation’s commercial obligations, such as a lease or equipment loan. It does not protect you from personal liability for professional negligence; that protection, where it exists, comes from your professional liability insurance instead.
What Does It Cost to Set Up a Professional Corporation?
| Expense | Estimated Cost |
|---|---|
| Government filing fee | $155 |
| NUANS name search | $30–$65 |
| Legal review of Articles (recommended given the restriction language) | $750–$2,500+ |
| Certificate of Authorization application fee (varies by regulator) | $150–$900+ |
| Annual Certificate of Authorization renewal | Varies by regulator |
| Minute book / corporate supplies | $75–$200 |
The corporate filing itself costs the same as any Ontario incorporation. What varies significantly is the Certificate of Authorization fee and renewal cost, which depends entirely on which regulator you’re dealing with, so check your college’s current fee schedule rather than assuming a flat number applies across professions.
Common Mistakes to Avoid
Incorporating Before Checking With Your Regulator
Some colleges require or strongly recommend name pre-approval before you file Articles, and skipping this step can mean redoing your incorporation.
Assuming the Family Share Exception Applies to Your Profession
It’s specific to doctors and dentists; most other regulated professions don’t have this option.
Forgetting the Certificate of Authorization Is Separate From Incorporation
Your corporation can be legally incorporated and still not be authorized to actually provide professional services until your college issues that credential.
Missing the Annual Renewal
Most Certificates of Authorization need annual renewal separate from your standard corporate annual return, and the two are easy to lose track of independently.
Believing Incorporation Protects You From Malpractice Claims
It protects personal assets from the corporation’s business debts, not from your own professional liability.
Using a Numbered Company Structure
Professional corporations cannot be numbered companies, unlike standard OBCA corporations.
Not the Right Structure for You?
If you’re not a regulated professional, a standard Ontario corporation has none of these ownership or naming restrictions. Real estate professionals have their own dedicated structure, the Ontario PREC, which follows a similar profession-specific model but under real estate regulation rather than the professions listed above. And if your goal is to hold investments or other corporate shares alongside your practice, an Ontario Holding Company is often layered on top of a professional corporation for additional tax planning, though that structure needs its own advice from a CPA familiar with professional corporations.
Frequently Asked Questions
Who can set up a professional corporation in Ontario?
Members of regulated professions with governing legislation permitting incorporation, including lawyers, Chartered Professional Accountants, physicians, dentists, most regulated health professions, veterinarians, and professional engineers, among others. Check with your specific regulator to confirm eligibility.
How much does it cost to incorporate a professional corporation in Ontario?
The government filing fee is $155, the same as a standard Ontario corporation. Beyond that, costs vary based on legal review of your Articles and your governing body’s Certificate of Authorization application fee, which differs by profession.
Do I need a Certificate of Authorization to operate my professional corporation?
Most regulated professions require one before the corporation can actually provide professional services, separate from the corporate filing itself. The process and fee depend on your specific governing body.
Can anyone own shares in my professional corporation?
No. Shares generally must be owned by members of the same profession. The main exception is that physicians and dentists can issue non-voting shares to family members under specific rules.
Does incorporating protect me from malpractice claims?
No. A professional corporation protects your personal assets from the corporation’s business debts, but professional liability insurance, not incorporation, is what covers claims of professional negligence.
Can a professional corporation be a numbered company?
No. The OBCA requires professional corporations to include “Professional Corporation” or “Société Professionnelle” in their name; numbered companies aren’t permitted for this structure.
Ready to Incorporate?
See Corporation Ontario’s Professional Corporation package for current pricing, or explore the Ontario PREC if you’re a real estate professional instead.
Start Your Professional Corporation