TAX CONSEQUENCES of an UNINCORPORATED PROFESSIONAL

Contact our law firm for your incorporation legal work at 905-616-8864 or Chris@NeufeldLegal.com

When we assess tax consequences, it is important to ascertain what might be lost if certain legal steps are not taken, such that an unincorporated professional will effectively increase their tax liability and thereby reduce the amount of revenue that they can personally retain. For professionals in Ontario, limiting the outflows from taxes begins with the legal structuring of their professional practice. For those who choose to forego the establishment of a Professional Corporation and operate instead as a sole proprietorship (or in a partnership), the immediate consequence is the direct taxation of practice income occurs at their personal marginal tax rate. Unlike a corporation, which is a separate legal entity, an unincorporated practice's net income flows directly onto the professional's personal T1 tax return, where it is added to all other sources of income. Given that most successful professionals operate in the highest income brackets, this typically results in a combined federal and provincial tax rate exceeding 50%, immediately reducing the funds available for investment or debt repayment.

The primary and most impactful tax disadvantage of operating outside a professional corporation is the complete loss of the tax deferral opportunity. A professional corporation that qualifies for the Small Business Deduction (SBD) in Ontario is currently taxed at a significantly lower rate, approximately 12.2% on its first $500,000 of active business income. By retaining a portion of their earnings within the professional corporation, the professional pays tax at the low corporate rate, effectively deferring the much higher personal tax until those funds are eventually paid out as salary or dividends. An unincorporated professional, however, is subject to the top personal tax rate on 100% of their professional income in the year it is earned, forfeiting the crucial benefit of having a large pool of low-taxed, retained capital to invest for future growth.

Furthermore, an unincorporated structure severely restricts a professional's ability to implement effective income splitting strategies, a powerful tool available to professional corporations. Income splitting involves legally shifting a portion of the practice income to family members in lower personal tax brackets (such as a spouse or adult children) by issuing non-voting shares and paying them dividends. While the 2018 Tax on Split Income (TOSI) rules have narrowed this benefit, it remains a valuable option for incorporated physicians under specific circumstances. A sole proprietor, conversely, can only pay family members a "reasonable salary" for work actually performed, which is subject to scrutiny by the Canada Revenue Agency (CRA) and offers far less flexibility or tax advantage than corporate dividends.

The missed opportunity to access the Lifetime Capital Gains Exemption (LCGE) on the eventual sale of the practice is another long-term financial penalty. Shares of a qualifying Canadian Controlled Private Corporation (CCPC), which a professional corporation can be, may be eligible for a significant tax exemption on capital gains when sold. For a professional operating as a sole proprietor, the sale of their practice is generally treated as the sale of underlying assets (like goodwill), which may or may not qualify for similar preferential tax treatment, often resulting in a much larger tax burden on retirement or succession. The lack of a corporate structure makes the tax-efficient transfer of practice value considerably more complex.

Beyond the major tax disadvantages, an unincorporated doctor faces a more limited scope for structuring various practice-related benefits and expenses. For instance, a professional corporation can often set up tax-efficient health and welfare trusts or corporate health plans to cover medical and dental costs for the professional and their family with pre-tax dollars, a benefit not fully available to a sole proprietor. Moreover, certain sophisticated retirement and estate planning vehicles, such as Individual Pension Plans (IPPs), are only accessible through a corporate structure, limiting the professional’s ability to maximize their long-term wealth accumulation and tax-sheltered savings.

In summary, choosing to operate a successful professional practice in Ontario without the shield of a Professional Corporation results in a significant and ongoing tax inefficiency. The absence of a professional corporation immediately triggers the highest personal income tax rates on all professional earnings, eliminates the substantial benefit of tax deferral on retained earnings, and blocks access to key tax planning strategies like income splitting, the Lifetime Capital Gains Exemption, and specialized corporate retirement vehicles. While an unincorporated structure is simpler administratively, the cumulative tax cost over a professional’s career far outweighs this initial benefit, making the incorporated model the overwhelmingly preferred structure for long-term fiscal health.

At Neufeld Legal, we have the experience and insight to assist you in structuring your professional practice as a Professional Corporation in Ontario. Contact our law firm when looking to incorporate a professional corporation at 905-616-8864 or via email at Chris@NeufeldLegal.com.

(1A) - Legal Professions: Lawyers and Paralegals - Governed by the Law Society of Ontario; Accounting Professions: Chartered Professional Accountants (CPAs), which includes: Chartered Accountants (CAs), Certified General Accountants (CGAs) and Certified Management Accountants (CMAs) - Governed by the Chartered Professional Accountants of Ontario (CPA Ontario); Engineers - Governed by Professional Engineers Ontario (PEO); Architects - Governed by the Ontario Association of Architects (OAA); Health Professions: Regulated under the Regulated Health Professions Act, 1991, including Physicians and Surgeons (Doctors), Dentists (Dental Surgeons), Chiropractors, Nurses, Pharmacists, Optometrists, Psychologists, Physiotherapists, Massage Therapists, Dental Hygienists, Dietitians, Midwives, Veterinarians, Audiologists and Speech-Language Pathologists, Chiropodists (Podiatrists), Denturists, Occupational Therapists, Medical Laboratory Technologists, Medical Radiation Technologists, Respiratory Therapists; Social Workers and Social Service Workers - Governed by the Ontario College of Social Workers and Social Service Workers.