Topic

Business structure

Sole proprietorship, partnership, corporation, holding company: which form fits, and what changes when you switch.

Choosing a business structure is one decision that quietly makes a dozen others: what you pay to set up and maintain, who is liable when something goes wrong, how income is taxed, and how hard the business is to sell, split, or pass on. The menu in Canada is short: sole proprietorship, partnership, corporation, and for some licensed professionals a professional corporation, with holding companies as a second-storey option once real value accumulates.

The structures compared

Sole proprietorshipPartnershipCorporation
Setup cost and effortMinimalLow, but get the agreement in writingGovernment fee plus ongoing filings
LiabilityPersonal, unlimitedPersonal, and for your partners’ business acts tooLimited, with exceptions that matter
TaxationPersonal returnFlows through to partnersSeparate taxpayer; salary/dividend choices
Continuity and saleDies with the ownerDepends on the agreementSurvives owners; shares are sellable

Incorporation is not automatically the upgrade it sounds like: below certain income and risk levels, its costs and filings buy little. The tipping points are income you don’t need to spend personally, meaningful liability exposure, or outside investors.

Start with these answers

Mistakes in structure decisions

  1. Incorporating for status rather than function. If every dollar comes out as personal income anyway, the corporation’s main output is filings.
  2. Partnering on a handshake. A partnership can exist without any paperwork, which means its default rules (including shared liability) apply without any paperwork too.
  3. Ignoring the professional-corporation rules of the regulator. Licensing bodies restrict ownership and don’t shield professional negligence.
  4. Leaving retained earnings exposed. Once a corporation accumulates real value, a holding company structure is worth pricing out; it is much harder to add cleanly later.

Official starting points

Guide last updated August 8, 2026.

All answers on this topic

What is a partnership?

What actually makes a partnership in Ontario and Alberta, how partners are taxed federally, and why each partner can bind the others.