Dentistry Professional Incorporation

DENTISTRY PROFESSIONAL INCORPORATION

DENTISTRY PROFESSIONAL
INCORPORATION

Done Right by Business Lawyers

Professional Incorporation &
Certificate of Authorization

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Done Right by Lawyers

Incorporation &
Cert of Authorization

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  • Work with an Incorporation Lawyer from Start to Finish
  • Legal Advice and Guidance throughout the Process
  • All Required Filings and Corporate Organizational Documents
  • Efficient Online Process and Quick Turnaround Time
Personal Service & Advice
All Inclusive Packages
Easy Process by Phone/Email

Matthew Ordower
Find out more about us.

“We’ve helped many dentists incorporate in Ontario. If you have questions or need advice, feel free to call or email us. We offer a free 30 minute consultation.”

Matthew Ordower

PRICING

PROFESSIONAL INCORPORATION

APPLICATION FOR CERTIFICATE OF AUTHORIZATION

PROFESSIONAL INCORPORATION

$799

APPLICATION FOR CERTIFICATE OF AUTHORIZATION

$350

$799

Includes All Filing Fees and Disbursements

$350

Includes Preparation and Filing

INCORPORATIONS INCLUDE

  • Electronic Minute Book
  • Articles & Certificate of Incorporation
  • Corporate By-Laws & Resolutions
  • Share Certificates & Subscriptions
  • Includes
  • – Government Filing Fees
  •    & Disbursements
  • – Electronic Minute Book
  • – Articles & Certificate of Incorporation
  • – By-Laws & Resolutions
  • – Share Certificates & Subscriptions
  • – Registers & Ledgers
  • – Initial Return
  • – Nuans Name Search
  • – Business Number from CRA
  • – Signing through Docusign
  • Registers & Ledgers & Initial Return
  • Name Searches (Pre-Nuans & Nuans)
  • Business Number from CRA
  • Electronic Signing through Docusign

CAN DENTISTS INCORPORATE?

Certain regulated professions including dentists allow their members to operate through a professional corporation.  A Dentistry Professional Corporation is an Ontario corporation that is subject to certain conditions and restrictions mandated by the Business Corporations Act (Ontario) and the Royal College of Dental Surgeons of Ontario (RCDSO).

WHY DENTISTS INCORPORATE?

Dentists cannot shield their professional liability to patients by incorporating. They incorporate to take advantage of corporate tax benefits, including the small business deduction which effectively lowers corporate income tax rates on active business income.

HOW IT WORKS

PROFESSIONAL INCORPORATION

The first step is to incorporate and organize a professional corporation in compliance with the requirements of the Ontario Business Corporations Act and the rules and regulations mandated by RCDSO. In terms of organization, your professional corporation needs to follow certain naming conventions and you, along with other members of your profession, are required to be the sole directors and officers of the professional corporation. In addition, each voting share of the Dentistry Professional Corporation must be owned by a member of the Royal College of Dental Surgeons of Ontario. Each non-voting share of the Dentistry Professional Corporation may be owned by a family member of the dentist. A family member only includes children, spouses and parents.

As part of the incorporation step, we will send you your minute book in electronic format via a PDF binder (e-minute book) typically within 1 business day. The e-minute book will include your Certificate and Articles of Incorporation, Initial Return which we will file with the Ministry on your behalf, By-Laws, director and shareholder resolutions and consents, share subscriptions, share certificates, registers, ledgers and the NUANS name reservation report. The e-minute book will be sent to you for signing through DocuSign.

PROFESSIONAL INCORPORATION

The first step is to incorporate and organize a professional corporation in compliance with the requirements of the Ontario Business Corporations Act and the rules and regulations mandated by RCDSO. In terms of organization, your professional corporation needs to follow certain naming conventions and you, along with other members of your profession, are required to be the sole directors and officers of the professional corporation. In addition, each voting share of the Dentistry Professional Corporation must be owned by a member of the Royal College of Dental Surgeons of Ontario. Each non-voting share of the Dentistry Professional Corporation may be owned by a family member of the dentist. A family member only includes children, spouses and parents.

As part of the incorporation step, we will send you your minute book in electronic format via a PDF binder (e-minute book) typically within 1 business day. The e-minute book will include your Certificate and Articles of Incorporation, Initial Return which we will file with the Ministry on your behalf, By-Laws, director and shareholder resolutions and consents, share subscriptions, share certificates, registers, ledgers and the NUANS name reservation report. The e-minute book will be sent to you for signing through DocuSign.

APPLICATION FOR CERTIFICATE OF AUTHORIZATION

Once incorporated, you must apply to RCDSO for a Certificate of Authorization. You are not permitted to practice your profession through the Dentistry Professional Corporation until this certificate has been issued and the Certificate of Authorization application may be rejected if the corporation is not compliant with all the restrictions/regulations set out above.

As part of the application, the dentist will need to: (a) provide information about the name of the Dentistry Professional Corporation and the directors, officers and shareholders; (b) provide information about the various practice addresses of the dentist; (c) upload a copy of the Certificate and Articles of Incorporation for the Dentistry Professional Corporation; (d) upload a recent Corporate Profile Report. This report must be ordered from the Ontario Ministry; and (e) pay the applicable fee to RCDSO.  RCDSO’s current application fee is $750, and is an additional cost to you.  The application can be sent by email to RCDSO.

We can assist with this application for $350.

TIP:  Your Certificate of Authorization for your Dentistry Professional Corporation expires on August 31st each year, regardless of the date of issuance and must be renewed annually.  If you incorporate your company on June 1st, for example, and apply for a Certificate of Authorization right away, you will still have to apply for the renewal by August 31st. To avoid this double payment, when submitting your initial application, you may request that your Certificate of Authorization be issued after September 1st.  If you do make this request, you will not be able to practice dentistry through your Dentistry Professional Corporation until the Certificate of Authorization has been issued. 

APPLICATION FOR CERTIFICATE OF AUTHORIZATION

Once incorporated, you must apply to RCDSO for a Certificate of Authorization. You are not permitted to practice your profession through the Dentistry Professional Corporation until this certificate has been issued and the Certificate of Authorization application may be rejected if the corporation is not compliant with all the restrictions/regulations set out above.

As part of the application, the dentist will need to: (a) provide information about the name of the Dentistry Professional Corporation and the directors, officers and shareholders; (b) provide information about the various practice addresses of the dentist; (c) upload a copy of the Certificate and Articles of Incorporation for the Dentistry Professional Corporation; (d) upload a recent Corporate Profile Report. This report must be ordered from the Ontario Ministry; and (e) pay the applicable fee to RCDSO.  RCDSO’s current application fee is $750, and is an additional cost to you.  The application can be sent by email to RCDSO.

We can assist with this application for $350.

TIP:  Your Certificate of Authorization for your Dentistry Professional Corporation expires on August 31st each year, regardless of the date of issuance and must be renewed annually.  If you incorporate your company on June 1st, for example, and apply for a Certificate of Authorization right away, you will still have to apply for the renewal by August 31st. To avoid this double payment, when submitting your initial application, you may request that your Certificate of Authorization be issued after September 1st.  If you do make this request, you will not be able to practice dentistry through your Dentistry Professional Corporation until the Certificate of Authorization has been issued. 

FAQ’s

What are the tax advantages of incorporating?

We usually talk to clients about the following tax advantages:

  • The small business deduction/tax savings– this effectively lowers your corporate tax rate to about 12.5% on the first $500,000 that your company makes each year. It’s available on your active business income only (not income from passive investments) and is available to Canadian Controlled Private Companies (referred to as CCPC’s). Keep in mind that this is a deferral only meaning that once you pull money out of your company it becomes your personal income and is taxed at the marginal tax rates on your T1 return. To the extent that you can leave the earnings in the company, the deferral “lives” and you can use the additional money to grow and invest in your business. By forming a Dentistry Professional Corporation, you will also have the ability to leave behind a portion of their business income in the Dentistry Professional Corporation and ultimately defer the payment of personal taxes on this income until you decide to pay yourself.
  • The lifetime capital gains exemption– if you sell your shares down the road, you may be able to take approx. $800,000 + off the table tax free. The exemption is available for qualifying small business corporation shares and there are a few criteria you’ll need to meet.
  • Income Splitting. Because the regulations allow family members to own non-voting shares of a Dentistry Professional Corporation, you may be able to benefit from certain income splitting arrangements. By issuing family members non-voting shares of the Dentistry Professional Corporation, dividends can be paid to those shareholders in amounts and at times you determine. Those family members will then have to declare the dividend income on their personal tax returns. Prior to issuing shares to family members or declaring dividends, you should speak to your accountant. Tax rules relating to income splitting are important to understand because the ability to income split with family members is subject to certain restrictions.

Please consult with an accountant or tax advisor for more information.

Moving assets/goodwill from my Sole Proprietor to Professional Corp.

Generally speaking when you transfer assets from a sole proprietorship to a corporation you will trigger a tax event for the sole proprietor who would be deemed to have disposed of the assets of the sole proprietorship at its fair market value. The Section 85 rollover allows the transfer of the assets from a sole proprietorship to a corporation on a tax deferred basis. Accountants will often recommend that dentists complete the transfer and file the joint election form in connection with their goodwill and other assets. Whether or not you require a rollover is a question for your accountant, but we can assist you with preparing the paperwork to effect the rollover transaction in accordance with your accountant’s instructions.  Not all dentists require this additional step. This work is not included in our standard pricing above.

Please consult with an accountant or tax advisor for more information.

What does limited liability mean?

A major difference between professional and non-professional corporations is liability protection.

Generally speaking, at law, a corporation is considered a separate legal person and can enter into contracts, borrow money and own property. As the theory goes, if your corporation is a party to a contract, the corporation alone should be liable for a breach of that contract. So, the concept of limited liability means that you personally are separate from your company and are not generally responsible for its debts, obligations or liabilities.

Limited liability is a general rule and there are definitely exceptions in the real world generally and for dentists.

If your company borrows money from a bank, the financial institution usually requires that you personally guarantee repayment of the loan. Directors of a company will also have personal responsibility for certain debts and liabilities of the company. Specifically, if your company owes money for taxes or employee deductions to the government, you as a director can be held personally liable for these amounts.

For dentists, however, you will not be able to limit or shield their personal liability with respect to professional obligations owed to your patients even if you operate through a Dentistry Professional Corporation. If there is a claim against the dentist for professional misconduct, for example, the dentist and the Dentistry Professional Corporation would be jointly and severally liable to satisfy all professional liability claims and would rely on their professional liability insurance to satisfy such claims.

What is the difference between shareholders, directors and officers?

Shareholders own the company (receive dividends or build equity if things go well), the shareholders elect the directors to manage the business and affairs of the company (the people who sit around the board room table discussing the bigger picture), and the directors in turn appoint officers to run the day to day business (the people on the street carrying out the marching orders). In smaller privately held companies (the one that you’ll first incorporate), the same person can wear all 3 hats.  With Dentistry Professional Corporations, the dentist must be the sole director, officer and voting shareholder.

How do I choose a name for my professional corporation?

A Dentistry Professional Corporation is subject to strict naming conventions. The name of the corporation:

  1. may include the dentists given names or initials;
  2. must include the professional’s surname as it appears on file with RCDSO; and
  3. must include the ending “Dentistry Professional Corporation”

Dentists wishing to advertise to the public under a different practice/clinic name, will have to file a separate business name registration (ie. obtain a Master Business License) and disclose this practice name to RCDSO.

How long does it take to incorporate?

The entire process can be completed within 1-2 business days. Once incorporated, you will then be required to apply for your Certificate of Authorization with RCDSO.

  • 5 star review  Matthew was absolutely fantastic in helping me incorporate. He was very prompt in email correspondence and really took the time to hear me out and explain legal concepts in a patient and simplified manner. The reviews for his firm are what attracted me to use his services in the first place, and I couldn't be happier. The added benefit is that he is still available to answer your questions even after you have incorporated. Rest assured I will be referring him to others and will definitely keep him in mind should I ever require additional services. To Matthew and his team, THANK YOU!

    thumb Ameet Ahluwalia
    July 8, 2018
  • 5 star review  If you are in search of a true professional who'd handle your legal matter with no-nonsense approach, Matthew is definitely your guy! My business partner and I are extremely satisfied with his services, particularly at how well the entire Ordower team coordinated to get things done well before the deadline. Matthew delivered everything that was promised and I’d recommend his services to anyone in need without any reservations.

    thumb Alkam Airkin
    July 18, 2019
  • 5 star review  What a great experience! I needed to incorporate a company quickly and didn’t know where to turn. I found Ordower Law online and glad I made the call they were incredibly personable, proffesional and extremely knowledgeable and walked me through the whole process! I won’t hesitate to used them again or recommend them to my friends and colleagues.

    thumb Adam Rayner
    June 3, 2020
  • 5 star review  After viewing countless similar companies' websites and ads on google, I found "OrdowerLaw" through a google search. They are very responsive in their communication, courteous and pleasant, transparent in their dealings, effective and efficient in performing their job, and above all very affordable. They set up a Federal Corporation for me within one business day. I visited them once in their offices and explained them my requirements. they did everything and finished the job in one day. Roman and Mathew were really helpful!

    thumb Maroof Hussain Sabri
    October 11, 2018
  • 5 star review  Amazing dealing with Jana. She was quick professional and made the process of incorporating so easy. I was pleased with the price and especially the speedy service. Highly recommend!!

    thumb Jay Pigeau
    May 18, 2020
  • 5 star review  Five star experieance! Matthew was wonderful to work with and easy to talk to. He walked me through the entire process. He suggested options I hadn’t thought of and gave sound advice. Had my incorporation # within 3 hours. I highly recommend his services for anyone going down the unknown path of starting or buying a business. I will be continuing to use his services going forward.

    thumb Bethana Bechtel
    December 12, 2019
  • 5 star review  I came across Ordower Law during my search for incorporating my company and all the review I read online is well deserved. My experience with Mathew, Jana and the team has been amazing. Ordower Law got my company incorporated federally less that 24 hrs and made is so easy and seamless, all over a phone call. If you are here reading the reviews 'cus you want to get started with your own company then I highly recommend Ordower Law. Thank you Ordower team for making it simple and easy with understanding the procedure and the laws, which is important for me as a new immigrant to this country and I am looking forward to a long term relationship for any legal services in future.

    thumb Iftheqar Ahmed
    April 6, 2019
  • 5 star review  Effective, efficient and very professional. Matthew and his team have done a great job at developing a system to help clients regardless of their situation. Worked with Jana and she was excellent, very nice and took the time to ensure everything was effectively communicated. Great stuff, highly recommend.

    thumb Santiago Almada
    April 8, 2020
  • 5 star review  Super easy to work with and very helpful on getting my 1st corporation set up. Very clear, fast and thorough. They were a great price as well. I would definitely recommend. Thank you!

    thumb Michael Antonakos
    June 8, 2018
  • 5 star review  If you’re looking to incorporate you came to the right place. Service, price and knowledge exceeded all expectations. Jana and Matthew were an absolute pleasure to work with and I highly recommend them to anyone looking to incorporate a business. I’d give them 6 stars if it was possible.

    thumb Andrews McBride
    January 26, 2019

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Ordower Law Professional Corporation

2 St. Clair Avenue West, 18th Floor

Toronto, ON

M4V 1L5