What voting rights do non-professional shareholders have in an Ontario professional corporation?

Where a governing body permits a non-professional shareholder at all — commonly a family member holding shares for tax or estate-planning reasons — those shares are generally non-voting. That means the non-professional shareholder typically has an economic interest, such as a right to dividends and a share of value on a sale or wind-up, but no vote on how the corporation is managed or how the professional practice is run. Control of the practice stays with the licensed professional shareholder or shareholders.

This split exists because governing bodies want the professional, not an outside investor or family member, making the decisions that affect the practice and its clients. The specific rights attached to non-voting shares — including whether they carry any special dividend rate, redemption rights, or say on a sale of the practice — are set out in the corporation's articles and any shareholders' agreement, not by a single standard template. If you're setting up this kind of structure, have a lawyer draft the share terms and any shareholders' agreement carefully, since a poorly drafted non-voting share can create disputes later, especially around what happens on death, divorce, or disagreement.