Can non-lawyers own shares in a law corporation in Ontario?
Generally, no. Ontario's professional-corporation rules require that all shares of a law corporation, voting and non-voting alike, be held only by people licensed to practise the profession the corporation is set up for — lawyers, and paralegals for a paralegal corporation. A spouse, business partner, or other family member who isn't licensed generally cannot hold shares in a law corporation the way some other regulated professions allow limited family involvement.
This is stricter than the rule for certain other professions, where the governing body may permit a family member or family trust to hold non-voting shares in defined circumstances. Law corporations don't get that flexibility as a default. Before assuming a non-lawyer can be brought in as an investor or shareholder, confirm the current shareholding rules with the Law Society of Ontario, since a structure that breaches them can put the corporation's certificate of authorization at risk. A Treadstone corporate lawyer can help structure ownership among licensed lawyers correctly from the outset, including through a shareholders' agreement.
Key takeaways
- Law corporation shares generally must be held by licensed lawyers or paralegals only
- Non-lawyers, including spouses or family members, generally cannot be shareholders
- Some other professions allow limited non-voting family ownership; law corporations typically do not
- Confirm current shareholding rules with the Law Society before structuring ownership