What happens to an Ontario professional corporation if the licensed shareholder dies?

This is one of the harder scenarios professional corporations face, because shares generally can only be voted by licensed members of the profession, and a deceased shareholder's shares pass into their estate rather than automatically to a licensed successor. If the professional was the sole licensed shareholder, the corporation can be left without anyone eligible to hold the voting shares or keep the certificate of authorization active, even though the shares themselves still exist as estate property.

Most governing bodies recognize this problem and provide some limited transition period during which an executor may hold the shares while the practice is wound down, sold, or transferred to another licensed professional — but that window is generally short and the rules for what the estate can and can't do with the shares in the meantime are specific to the profession. This is exactly the kind of risk a shareholders' agreement with buy-sell provisions is meant to address before it happens, by setting out in advance who buys the shares, at what price, and how quickly. If you're incorporated as a sole practitioner, this is worth addressing now rather than leaving it to your estate to sort out.