Medicine Professional Incorporation

MEDICINE PROFESSIONAL INCORPORATION

MEDICINE 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 physicians 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
  • – Nuans Name Search
  • – Initial Return
  • – 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 PHYSICIANS INCORPORATE?

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

WHY PHYSICIANS INCORPORATE?

Physicians 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 CPSO. 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 Medicine Professional Corporation must be owned by a member of the College of Physicians and Surgeons of Ontario. Each non-voting share of the Medicine Professional Corporation may be owned by a family member of the physician. 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 CPSO. 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 Medicine Professional Corporation must be owned by a member of the College of Physicians and Surgeons of Ontario. Each non-voting share of the Medicine Professional Corporation may be owned by a family member of the physician. 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 CPSO for a Certificate of Authorization. You are not permitted to practice your profession through the Medicine 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.

The application for a Certificate of Authorization is required to be filed online through the physicians’ member portal with CPSO. Most physicians do this part on their own as filing the application itself is straightforward. Processing of completed applications may take several weeks. However, CPSO may make the certificate of authorization effective on the date they receive your application.

As part of the application, the physician will need to: (a) provide information about the name of the Medicine Professional Corporation and the directors, officers and shareholders; (b) provide information about the various practice addresses of the physicians; (c) upload a copy of the Certificate and Articles of Incorporation for the Medicine 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 CPSO.  CPSO’s current application fee is $400, and is an additional cost to you.

We can assist with this application for $350 but will need your CPSO portal number to file.

APPLICATION FOR CERTIFICATE OF AUTHORIZATION

Once incorporated, you must apply to CPSO for a Certificate of Authorization. You are not permitted to practice your profession through the Medicine 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.

The application for a Certificate of Authorization is required to be filed online through the physicians’ member portal with CPSO. Most physicians do this part on their own as filing the application itself is straightforward and should take only 10-15 min. Processing of completed applications may take several weeks. However, CPSO may make the certificate of authorization effective on the date they receive your application.

As part of the application, the physician will need to: (a) provide information about the name of the Medicine Professional Corporation and the directors, officers and shareholders; (b) provide information about the various practice addresses of the physicians; (c) upload a copy of the Certificate and Articles of Incorporation for the Medicine 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 CPSO.  CPSO’s current application fee is $400, and is an additional cost to you.

We can assist with this application for $350 but will require your CPSO portal number to file.

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 Medicine Professional Corporation, you will also have the ability to leave behind a portion of their business income in the Medicine 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 Medicine Professional Corporation, you may be able to benefit from certain income splitting arrangements. By issuing family members non-voting shares of the Medicine 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 physicians 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 physicians 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 physicians.

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 physicians, 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 Medicine Professional Corporation. If there is a claim against the physician for professional misconduct, for example, the physician and the Medicine 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 Medicine Professional Corporations, the physician must be the sole director, officer and voting shareholder.

How do I choose a name for my professional corporation?

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

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

Physicians 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 CPSO.

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 through your CPSO member portal.

  • 5 star review  Working with Ordower Law to register my corporation was great. I called the 1-888 number and was talking right away with Matthew Ordower. I didn't have to go through an automated phone service to speak to someone. Matthew was patient with me and answered all my questions till I was confident with what I needed for initial start up and what to do after registration. I highly recommend them. Thanks again Matthew.

    thumb justin moore
    January 17, 2019
  • 5 star review  The assistance I received in setting up my corporation through Ordower Law was impeccable. I was a bit intimidated to make the initial call but I'm glad I did. From the introductory call to the delivery of my articles of incorporation, Both Matthew and Jana delivered on what they promised which was a smooth, efficient and relatively quick setup of my corporation.

    thumb Wealth ND Inc.
    September 11, 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  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  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  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  I just had my business incorporated with Matthew and his team (shout outs to Sarah and Janet). The team took the time to answer all my questions and concerns. Everything was done in both a time efficient and thorough matter. I am more than pleased with their services. Thanks guys! - Sean

    thumb sean lum
    March 22, 2018
  • 5 star review  It was really a pleasure dealing with Matthew and Jana. They were very professional, courteous and knowledgeable. Jana was extremely helpful in making sure that I understood various requirements and followed up a couple of times. I would strongly recommend Ordower Law.

    thumb Alick Fernandes
    July 2, 2020
  • 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 want to have real experts guide you through the process then you need to talk to Matthew’s team. The moment I walked into their office I knew I was in the right place. All my questions were answered promptly and I was given the best options given my asks. The paper process was as simple as giving them my ID and telling them what my business name would be. That was it. The next day I received all the relevant papers and emails with the contacts they said they will share with me in order to kick start my business. Thank you very much guys. It was a real pleasure dealing with real professionals.

    thumb Catalin Vint
    May 29, 2019

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Ordower Law Professional Corporation

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Toronto, ON

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