- 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.
- Every issued share of a professional corporation must be owned, directly or indirectly, by members of the same profession.
- Physician and dentist corporations are the exception: their non-voting shares may be held by a spouse, child or parent of a voting shareholder, or by trustees for the shareholder’s minor children.
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.
All Shares: Held by Members of the Profession
The starting rule is stricter than most people expect. Every issued share of a professional corporation must be owned, directly or indirectly, by members of the same profession. For the health professions, only two colleges depart from that — the College of Physicians and Surgeons and the Royal College of Dental Surgeons. For every other health profession, all of the shares, voting and non-voting alike, must be held by members of that profession. 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: Family Holders for Physicians and Dentists Only
Physician and dentist corporations are the exception. Their non-voting shares may be held by a spouse, child or parent of a voting shareholder, or by individuals acting as trustees for the minor children of a voting shareholder. This does not extend to any other profession, and it is narrower than a family trust — the only trust permitted is one held for minor children. 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
| Share class | Typical ownership | What varies |
|---|---|---|
| Voting shares | One or more individuals licensed and in good standing with the relevant regulatory college | Rare exceptions exist — always confirm with your specific regulator |
| Non-voting shares | Members of the profession, except in physician and dentist corporations, where a spouse, child or parent (or a trustee for minor children) may hold them | Only the College of Physicians and Surgeons and the Royal College of Dental Surgeons allow family holders |
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
Can I Hold My Shares Through a Holding Company?
No. The rule requires the shares to be owned by members of the profession “directly or indirectly”, and the regulators read that as ruling out a corporate shareholder. The College of Optometrists states that holding and numbered companies may not own or be shareholders in a professional corporation, and the College of Physicians and Surgeons says the same for medicine professional corporations. The shareholder has to be a person.
Three Rules That Catch People Out
- A unanimous shareholder agreement is void unless every shareholder is a member of the profession.
- Any proxy or voting agreement that gives votes to someone who is not a shareholder is void.
- A shareholder is personally liable, alongside the corporation, for professional liability claims arising while they hold shares — capped at what their liability would have been without the corporation.
Frequently asked questions
Can my spouse, who isn’t licensed in my profession, own shares in my professional corporation?
Only in a physician or dentist corporation, and then only non-voting shares. Every other profession requires all shares, voting and non-voting, to be held by members of that profession. Confirm the current rules with your regulatory college before relying on it.
What happens to my shares if I retire or lose my license?
It depends on your profession’s rules and your shareholders’ agreement, but generally you can’t continue holding voting shares once you’re no longer a licensed member in good standing. Your agreement should set out how those shares get transferred or bought back when that happens.
Can a professional corporation take on outside, non-professional investors?
No. Outside investment is not available through voting or non-voting shares. Apart from the family shares permitted to physician and dentist corporations, every share must be held by a member of the profession — a meaningful difference from an ordinary business corporation, which can take on outside shareholders freely.
Does this ownership restriction apply the same way to every regulated profession in Ontario?
The starting rule is the same for every profession: all shares must be held by members of that profession. Only physician and dentist corporations may also have family members, or trustees for minor children, as non-voting shareholders. Always confirm the current rules for your specific profession before you rely on any of this.
Official resources
Government and regulator sources for this topic. Rules change — confirm the current position before you rely on it.
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