Business Structuring & Incorporation
Choose the right legal structure for your Canadian business. Expert guidance on incorporation, partnerships, sole proprietorships, and corporate reorganizations.
Why Your Business Structure Matters
The legal structure you choose affects everything: how much tax you pay, your personal liability exposure, how you raise capital, and how you eventually exit. Getting it wrong can cost tens of thousands of dollars in unnecessary taxes or expose your personal assets to business creditors.
At Onley Law, we help Canadian entrepreneurs make this decision with confidence. Whether you are launching a new venture, restructuring an existing business, or preparing for growth, we ensure your corporate structure is optimized for where you are today and where you are headed.
Our Business Structuring Services
Entity Formation and Incorporation: We handle federal and Ontario provincial incorporations from start to finish, including articles of incorporation, corporate by-laws, initial resolutions, share issuances, and shareholder agreements.
Corporate Compliance and Governance: We help you stay current with annual resolutions, corporate minute books, changes to directors and officers, share transfers, and Ontario annual return filings.
Corporate Reorganizations: We advise on share reorganizations, amalgamations, continuances, rollovers under the Income Tax Act, and holding company structures for tax efficiency and asset protection.
Non-Profit and Specialized Structures: We assist with not-for-profit corporations under the Canada Not-for-profit Corporations Act, professional corporations, and co-operatives.
Legal Documentation and Notarization: We prepare and notarize corporate resolutions, share certificates, transfer documents, and all ancillary paperwork.
Which Business Structure Is Right for You?
Sole Proprietorship: The simplest structure. You and the business are legally the same. Fast setup, but unlimited personal liability. Income taxed at your personal rate. Best for freelancers and early-stage solo ventures.
Partnership: Two or more people in business together. General partners share unlimited liability; limited partners have capped exposure. Flow-through entity for tax. Best for professional practices and joint ventures.
Corporation: A separate legal entity. Shareholders enjoy limited liability. Benefits include the small business tax rate (12.2% in Ontario on the first $500,000), income splitting, and the lifetime capital gains exemption. Best for any business with meaningful revenue, employees, or investors.
Most businesses past the idea stage benefit from incorporating. Book a free consultation and we will walk you through the analysis.
Frequently Asked Questions
How much does it cost to incorporate in Ontario?
Government fees are approximately $300 (provincial) or $200 (federal). Legal fees for a standard incorporation typically range from $1,500 to $3,000. At Onley Law, we provide a clear, fixed quote before starting.
Should I incorporate federally or provincially?
A federal incorporation gives you name protection across Canada. A provincial Ontario incorporation is simpler if you only plan to operate in Ontario. Most businesses expanding beyond Ontario benefit from incorporating federally.
When should I incorporate my business?
Consider incorporating when your income exceeds $50,000, you are taking on liability through contracts, you want to bring on investors, or you need credibility with larger clients.
Can I convert my sole proprietorship to a corporation?
Yes. We help transfer operations into a new corporation using tax-efficient methods such as a Section 85 rollover under the Income Tax Act.
What ongoing obligations does a corporation have?
Ontario corporations must file annual returns, maintain a minute book, file corporate tax returns, and hold annual meetings. Our fractional general counsel service includes ongoing compliance management.
Ready to Structure Your Business the Right Way?
Book a free 15-minute consultation with Robert Onley. Call (905) 215-2156 or book online.