Professional Corporations

If you’re a professional such as a lawyer, accountant, doctor, dentist, etc., you may be permitted to carry on your practice through what is called a professional corporation. This form of corporation has special requirements that are different for each profession. However, one general characteristic is that unlike most other corporations, professional corporations do not limit professional liability.

By way of example, we’ll look at professional corporations for lawyers. The general procedure is similar for other professions as well.

Professional Corporation for Lawyers

Under the Law Society Act, one or more persons who are licensed to practise law in Ontario as lawyers may establish a professional corporation for the purpose of practising law in Ontario. Anyone wishing to form a professional corporation must incorporate under the Ontario Business Corporations Act. After incorporation, the corporation must apply to the Law Society for a Certificate of Authorization. Without this Certificate, the corporation is not permitted to practise. In order to obtain and maintain such a certificate, the corporation must comply with the Law Society By-laws and Rules of Conduct.

Amongst other requirements, the Articles of Incorporation must include approved clauses restricting the business of the professional corporation and restricting the issuance of shares.The Law Society strongly encourages applicants to seek appropriate professional advice with respect to establishing a professional corporation suited to their specific circumstances.