What is a share structure and how do I choose one for my Ontario corporation?
Your share structure is the framework that describes the types of shares your corporation can issue and what rights each class carries. It is set out in your Articles of Incorporation and can be simple or complex depending on your needs.
The most basic structure is a single class of common shares where all shareholders have equal voting, dividend, and liquidation rights. Many small businesses start there. A more flexible structure adds separate share classes — often labelled Class A, Class B, or "preference shares" — that allow different rights for different shareholders. For example, preference shares can be designed to receive a fixed dividend, to be retractable (you can redeem them at a set price), or to carry no voting rights.
For professional corporations, holding companies, or businesses planning income-splitting strategies, a multi-class structure set up from the beginning gives you significantly more flexibility. Changing the structure after the fact requires amending your articles, which takes time and legal fees. The right structure for you depends on your ownership plans, estate planning, and tax situation. A business lawyer and accountant working together can design a structure that serves both current needs and future goals.
Key takeaways
- Share structure defines the types of shares and their rights.
- Simple single-class common shares work for many solo businesses.
- Multi-class structures allow income-splitting and estate planning flexibility.
- It is easier to build in flexibility at incorporation than to amend later.