Who Can Own Shares in an Ontario Professional Corporation?

In an ordinary Ontario business corporation, share ownership is wide open — anyone can hold shares, regardless of what the corporation actually does. A professional corporation works differently. Because it exists to let a licensed member of a regulated profession — a lawyer, physician, dentist, or accountant, for example — carry on that profession through a corporation, who’s allowed to own its shares is tied directly to licensing status, not just to who wants to invest.

This is one of the more consequential differences between an ordinary corporation and a professional one, and it has real implications for succession planning, not just day-one setup. It’s also a question worth answering before you incorporate, rather than after, since restructuring share ownership later usually takes more time and paperwork than getting it right at the start.

Ordinary Corporations vs. Professional Corporations: A Different Rule

There’s generally no restriction on who can hold shares in an ordinary Ontario business corporation — any individual or entity can be a shareholder, whatever the corporation does. A professional corporation departs from that default specifically because it’s a vehicle for practising a regulated profession: at least its voting shares are generally restricted to members in good standing of that profession’s own regulatory body.

Voting Shares: Generally Tied to the Licensed Professional

All, or generally all, of a professional corporation’s voting shares are typically required to be legally and beneficially owned by one or more individuals who are licensed and in good standing with the relevant regulatory college. This ties control of the corporation directly to people the regulator can actually hold accountable for how the profession is practised — it’s the mechanism that keeps a professional corporation from becoming, in effect, outside ownership of a regulated practice.

Non-Voting Shares: Sometimes Extended to Family, Depending on the Profession

For some regulated professions, current rules allow certain non-voting shares to be held by specific family members — a spouse or children, for example — or, in some cases, a family trust for their benefit. This is not universal. It varies significantly by profession and by that regulator’s current rules, and is often subject to conditions of its own. Don’t assume this applies to you; confirm directly with your profession’s governing body, and with your lawyer, before building an ownership structure around it.

The Typical Pattern, at a Glance

Why This Matters for Succession and Estate Planning

Because voting ownership is tied to license status, what happens to a professional’s shares when they retire, become disabled, lose their license, or die is a real planning problem — not a hypothetical one. An estate or family member generally can’t simply step into a deceased or retired professional’s voting shares the way they might with an ordinary business corporation’s shares. A shareholders’ agreement for a professional corporation needs to address exactly this: how those shares get valued, transferred, or bought back when the professional shareholder can no longer hold them.

What to Build Into Your Shareholders’ Agreement

• [ ] A mechanism to buy back or transfer voting shares if a shareholder stops being a licensed member in good standing (retirement, discipline, disability, or death)
• [ ] Clarity on whether — and how — non-voting shares can be held by family members under your specific profession’s current rules
• [ ] A process for admitting a new licensed professional as a voting shareholder
• [ ] Valuation and funding mechanics (such as insurance-funded buyouts) for a forced share transfer

Frequently asked questions