Winding Up or Transferring an Ontario Professional Corporation When You Retire

A professional corporation lets doctors, lawyers, accountants, dentists, and other regulated professionals incorporate their practice — but retiring from that corporation isn’t quite the same as retiring from an ordinary business. Because a professional corporation only exists with your regulatory college’s permission, its wind-down or transfer involves the college as well as the usual corporate steps.

This article walks through what generally has to happen to a professional corporation when the professional behind it retires, sells the practice, or simply stops practising.

What Makes a Professional Corporation Different

A professional corporation is incorporated under the OBCA like any other Ontario corporation, but it also needs a certificate of authorization from the professional’s regulatory college — for example, the Law Society of Ontario for lawyers and paralegals, or the applicable college for physicians, dentists, accountants, and other regulated professions. Ownership of a professional corporation’s shares is also restricted, generally to members of the same regulated profession (with some professions allowing a limited, non-voting exception for certain family members), under rules set by that college. Those rules vary by profession, so the specific ownership restrictions that apply to yours should be confirmed directly with your college, not assumed from a general article.

What Happens When the Professional Retires

Retirement from practice generally triggers a few things at once:

1. The professional’s own licence status changes. Retiring or resigning from the college typically means the individual can no longer hold shares in a professional corporation tied to that licence.
2. The certificate of authorization needs to be addressed. Depending on the college’s rules, this might mean surrendering it, transferring the practice to another licensed professional who takes over the corporation, or winding the corporation up entirely.
3. The shares have to go somewhere. Because ownership is restricted to licensed members of the profession, the retiring professional generally can’t simply keep the shares — they need to be transferred to another eligible professional, bought back by the corporation, or the corporation needs to be wound up.
4. Corporate records need to reflect every step. Share transfers, director and officer changes, and any resolutions authorizing the transaction all belong in the minute book, properly documented as they happen — not reconstructed afterward.

Three General Paths at Retirement

1. Sell or Transfer the Practice to Another Professional

If another licensed professional is taking over the practice, the shares — and often the corporation itself — can be transferred to them, subject to the college’s rules on who may hold professional corporation shares. This is, functionally, a business sale — the mechanics of structuring that transaction (valuing the practice, drafting the purchase agreement, handling due diligence) fall under buying and selling a business rather than day-to-day corporate maintenance.

2. Wind Up the Corporation

If no one is taking over the practice, the corporation can be formally dissolved once its affairs are wound up — assets distributed, liabilities settled, and Articles of Dissolution filed (a filing fee of $25 currently applies, as of mid-2026 — verify the current amount). The corporation’s certificate of authorization is addressed with the college as part of this process.

3. Keep the Corporation Dormant (Generally Not Recommended)

Simply stopping work while leaving the corporation technically active is usually the wrong answer — colleges generally require prompt notice of a change in practice status, and an inactive corporation still carries ongoing filing and record-keeping obligations. Address it properly rather than letting it sit.

A Practical Checklist

• [ ] Contact your regulatory college early to confirm its specific requirements for retirement, sale, or wind-down of a professional corporation
• [ ] Decide whether the practice is being sold or transferred, or the corporation is winding up
• [ ] Have shares valued (if transferring or selling) with your accountant
• [ ] Confirm who is legally eligible to hold the shares going forward, per your college’s rules
• [ ] Document every share transfer, resolution, and director/officer change in the minute book
• [ ] Address the certificate of authorization with the college directly
• [ ] File Articles of Dissolution if the corporation is being wound up, once its affairs are settled
• [ ] Confirm final tax filings and any outstanding remittances with your accountant

Frequently asked questions