What is an Ontario Professional Corporation?

 


An Ontario Professional Corporation (OPC) is a type of business entity that allows certain regulated professionals in Ontario, Canada to incorporate their practice while maintaining limited liability protection. OPCs are governed by specific rules and regulations under the Ontario Business Corporations Act (OBCA) and relevant professional regulatory bodies.

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Who can Incorporate?

An Ontario Professional Corporation is designed for individuals who hold professional licenses or certifications in certain regulated fields, such as medicine (physicians), law (lawyers), accounting (chartered accountants), dentistry (dentists), engineering (professional engineers), and other regulated professions.

What are the benefits of Ontario Corporation?

  • One of the primary benefits of forming an Ontario Professional Corporation is limited liability protection. The professional’s personal assets are generally protected from business-related liabilities, debts, and legal claims arising from professional services rendered by the corporation.
  • You can easily make changes in your corporation: change the name, change corporation structure, etc.
  • Ontario corporations may benefit from certain tax advantages, including the ability to access the small business deduction rate on active business income, which is lower than the general corporate tax rate.
  • The corporation can continue to exist even if shareholders change or pass away.
  • Corporations may find it easier to raise capital and attract investment compared to sole proprietorships or partnerships. Investors and lenders may be more willing to invest in a corporation due to its limited liability structure and potential for growth.

What are the incorporation steps?

Step 1. Name your corporation.

Choose if you want a numbered or a named corporation:

  • A numbered name is the simplest way to name your corporation because the government assigns the number (for example, 12345678 Ontario Inc.).
  • Your company can be named and have a unique name that sets you apart from your competition.
  • Please include the legal suffix “Professional Corporation” at the end of your name.
  • An Ontario NUANS Reservation Report is required to register a Named Corporation.
Other recommended service providers that are registered NUANS members: 
 
 
For further details on the regulations for naming a corporation, please refer to this link:

Step 2. Select your articles of incorporation:

This step establishes the structure of your corporation. Choose the right share structure:

  • Basic: one with unlimited common shares with no specific share class.
  • Standard: common shares with class A voting and class B non-voting.
  • Custom: this share structure allows to categorize shares into many types such as common, preferred, voting, non-voting etc.

Step 3. Establish the office address.

  • Registered office address must be a physical address in Ontario.
  • Mailing address can be a P.O. BOX.
  • You are allowed to have a legal land description address too but must have a P.O. Box connected to it.
  • If you don’t have a local provincial address, we provide registered address and mail scanning service.

Step 4. Decide who will be a director, shareholder, officer and Incorporator.

Director – is the head of the corporation. You can add up to 10 directors.

Shareholder – owns the corporation and receives profit from the business as dividends and shares.

Officer – is anybody including an employee, no decision making power.

Incorporator – is the person under whose authority the corporation is created. Is not changeable.

Mandatory items to run a business.

  • Minute book: consists of bylaws, share structure, minutes & other legal sections. Without it, a corporation is not complete.
  • Initial Return: It’s a mandatory filing with Service Ontario for each new corporation. It has to be filed within 60 days of Incorporation. It confirms the details of the corporation. It is not a tax filing with CRA.
  • Business Number: It is a unique identification of your business with the Canada Revenue Agency. It is required to register accounts like GST/HST, Payroll, Import/Export accounts.
  • Corporate Tax ID: It is like a SIN number for a corporation.
  • HST Registration, Harmonized Sales Tax: If you are selling goods and collecting HST you must have an HST account. every time a business incurs an expense – be it rent or paying for goods – it pays HST, if you set up the account, you can claim it back.
  • Payroll Account: If you have employees, including yourself, you must set up a payroll account.
  • Import/Export: If your goods or raw materials cross the Canadian border, you are required to clear customs using the Import/Export account.
  • WSIB Account: It’s the Workplace Safety and Insurance Board registration. If your corporation has employees (except directors and shareholders) you must register for WSIB.
  • Annual Return: A corporation must file its Annual Return with the Government every year to keep it active. You may add Annual Return to your package to avoid the risk of forgetting it. We will take care of it!

You can find out more information about annual return here:

Government of Canada

How do we process the order?

  1. We start by verifying the payment and reviewing the order to ensure an error-free application.
  2. For named companies, we conduct name searches, make reservations, and obtain name approval.
  3. Next, we prepare the application and articles of incorporation.
  4. Before registering the corporation, we send a draft for a final check.
  5. Once approved, we register the corporation according to the chosen queue and promptly email all registration documents to the customer.
  6. Finally, we complete any additional services included in the package, such as initial returns and CRA accounts.
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Timeline

There are three different processing timelines available for Ontario Professional corporations. The standard processing time is ten days. However, for a small additional fee, we can expedite the process and complete it in one business day or even two business hours. After the registration is completed we will send you a Certificate and Articles of Incorporation and an Electronic Minute Book (if included) by an email.

What will you receive?

After the registration is completed we will send you a Certificate and Articles of Incorporation and an Electronic Minute Book (if included) by an email.

Why choose us?

  • Our online form offers the option to select, customize, and build your bundle according to your preferences. 
  • Simply complete the straightforward form on our website, and we’ll handle the rest.
  • With a wealth of experience in business incorporation, we pride ourselves on guiding entrepreneurs through the process with expertise and precision.

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