Professional Advisors · Accountants · Consultants · Corporate Service Providers · Regulated Practices

Professional advisors — counsel for the practice behind the advice.

For accountants, consultants, fractional executives, corporate service providers, agencies and regulated practices in Ontario: the corporate side of your own business. Setting it up, bringing partners in and out, the terms and privacy documents it runs on, and buying, selling or handing it on.

CoversSet up · partners · terms · privacy · transactions
PracticeCorporate & commercial
FormatA consultation, then a written scope
WhereOntario · Toronto, First Canadian Place
Situations We See

Professionals advise companies all day, and run their own on a handshake.

The practice is a company too. It needs the same foundation you would insist on for a client: the right entity, an agreement between the people who own it, terms and privacy documents that protect it, the regulator’s and the insurer’s conditions met, and a plan for the day someone leaves.

Set up

Incorporating the practice

An ordinary corporation for a consultancy or agency; a professional corporation, with the certificate your regulator issues, for a regulated profession; a personal real estate corporation for a realtor; a holding or management company alongside, built from your accountant’s plan. Name, shares, minute book and registrations done once and done properly.

Set up · the practice···
Professional corporation · regulator’s certificate
Holdco or management company · from the plan
Shares, minute book & registers
Partners

Bringing a partner in, or letting one go

A shareholders’ or partnership agreement between the professionals who own the practice: buy-in and buy-out, how the practice is valued, what happens on death, disability or departure, and who keeps the clients and the files when someone leaves. Associate and cost-sharing agreements for those who share a practice without owning it together.

Partners · the agreement···
Buy-in & buy-out · valuation
Death, disability, departure
Clients & files · on exit
Transact

Buying, selling or handing on a practice

An asset or share purchase, the goodwill and the client list, a transition period, the restrictive covenants that survive a sale, and the regulator’s approval where one is needed. Or succession over time: a junior partner buying in by stages, on terms written down before the first stage.

Practice sale···
Asset or share deal · chosen on purpose
Client transition & covenants
Regulator approval · where required
Client terms

Engagement letters and terms that protect the practice

An engagement letter or service agreement for every client: scope, fees, limitation of liability, who owns the deliverables, confidentiality and payment terms — drafted once, used every time, and written to hold up when a client disputes an invoice or a result.

Team & contractors

Associates, locums, subcontractors and staff

Associate and locum agreements, subcontractor and service agreements, supervision arrangements where your regulator requires them, and employment terms for staff — with the line between an employee and a contractor drawn where Ontario law draws it, so a misclassification does not surface at a tax audit or a departure.

Privacy & data

Patient and client data, handled as the law requires

A medical, dental or other health practice is a custodian of personal health information under Ontario’s health privacy legislation; a consultancy or agency handles client data under federal privacy law. Consent, records, a privacy policy and terms of use for the website, online booking or client portal, and what has to happen when there is a breach.

Regulator & insurer

The conditions your regulator and insurer attach

The professional liability insurance your regulator requires and the conditions the insurer attaches; the regulator’s rules on corporations, names, advertising and record-keeping; certificates that have to be renewed. Checked before anything is filed, and kept in view afterwards.

Govern

A practice that runs like a company

Directors and officers, annual resolutions, a minute book and the significant-control register kept current, and a management company kept properly separate from the practice it serves.

Premises & suppliers

The lease, the equipment and the software

The commercial lease for the practice’s premises, equipment leases and financing, and the software, supplier and referral-network agreements the practice depends on — read before they are signed, and negotiated where the terms would follow the practice into a sale.

How It Is Handled

The foundation you would give a client, given to the practice.

A consultation to understand the practice and what it needs, then a written scope. Standard pieces at a fixed fee; negotiated ones in phases with a budget agreed first; nothing sold before its stage.

Why the firm
Corporate counsel who understands a practice
  • the firm works from your accountant’s plan — or, if you are the accountant, from your own — and makes the documents carry it;
  • regulator requirements for a professional corporation, a certificate of authorization or a practice sale are checked before anything is filed;
  • when a partner or associate leaves, the questions are who keeps the clients, the files and the staff — the agreements answer them in advance;
  • privacy, data and regulatory conditions — patient and client records, the regulator’s rules, the insurer’s requirements — are built into the documents rather than added after.
How it is scoped
Consultation first, then in writing
  • a consultation to understand the practice, its owners and what it needs now;
  • standard work — an incorporation, a two-partner shareholders’ agreement, an engagement letter, a privacy policy and terms of use — at a fixed fee confirmed in writing;
  • negotiated work — a practice sale, a partner exit, a merger of two practices — scoped in phases with a budget agreed before each;
  • where the honest answer is “not yet”, the firm says so.
It starts with a consultation.

Tell the firm what the practice is, who owns it, and what has prompted the call — a new partner, a sale, a regulator’s letter, a handshake that needs writing down. Scope and fee are confirmed in writing after conflict review and before any work begins.

Book a Consultation
PARTNER
LED
SCOPED
FIRST
REGULATOR
CHECKED
FIXED WHERE
STANDARD
Written for
+Accountants and bookkeepers
+Consultants and fractional executives
+Corporate service providers and agencies
+Engineers, architects, health professionals and realtors in practice

The firm’s practice is corporate and commercial. The tax design of a holding or management company is your accountant’s, and the firm makes the documents carry it. Which professions may practise through a professional corporation, and on what conditions, is set by each profession’s governing Act and regulator; the firm confirms the requirements for yours before incorporating. Referring a client rather than asking about your own practice? See the last question below.

Where It Connects

The six things a practice usually needs.

Each is scoped and engaged separately. Standard pieces have a kit; the rest is advisory work by the same principal.

Set up

Incorporate the practice.

Consultation Launch

An ordinary corporation on the Launch package; a professional corporation, with the regulator’s certificate, scoped after the consultation.

View Launch
Transact

Buy, sell or hand on the practice.

Offer M&A

Asset or share deal, goodwill and client list, transition, covenants and regulator approval — or a staged buy-in by a successor.

View M&A
Ongoing

Counsel on call for the practice.

A question a month Ongoing counsel

For a practice with regular corporate questions — a hire, a contract, a partner matter — defined annual counsel capacity, configured after intake.

Request Ongoing Support Review

Have questions?
Find answers.

Any more questions? Contact us Ready to begin? Book a Consultation Just incorporating? View Launch
Do I need a professional corporation, or will an ordinary one do?

It depends on your profession. A consultant, agency, fractional executive or corporate service provider incorporates an ordinary Ontario or federal corporation. A member of a regulated profession whose governing Act allows it — accountants, lawyers, physicians, dentists and other health professions, social workers, veterinarians among them — practises through a professional corporation, which must carry the words “Professional Corporation” in its name, hold a certificate of authorization from the regulator, and have its shares held by members of the profession. Engineers and architects practise through corporations holding the certificate their regulator issues. Ontario realtors have the personal real estate corporation. The tax reasons for incorporating are your accountant’s to weigh; a professional corporation does not limit your professional liability, and the firm confirms your regulator’s conditions before filing.

Can my spouse or a non-professional hold shares in the practice?

In a professional corporation, generally no: the shares must be held by members of the profession, and directors and officers must be shareholders. The exception is for physicians and dentists, whose family members may hold non-voting shares. Where the plan calls for income to reach family members or a holding company, the usual route is a separate management company alongside the practice, designed by your accountant and documented by the firm so that the two stay properly separate. An ordinary corporation for a consultancy has no such restriction.

My partner and I have never written anything down. Where do we start?

With the questions the agreement has to answer: what each of you owns and contributes, how decisions are made, how a partner buys in or is bought out and at what valuation, what happens on death, disability or departure, and who keeps the clients and the files if one of you leaves. Without an agreement, the corporate statute or the partnership statute decides those things for you, and rarely the way either of you would have chosen. A two-partner shareholders’ agreement is standard work at a fixed fee; a larger or contested one is scoped in phases.

How does selling a practice work?

The buyer buys either the shares of your corporation or its assets — the goodwill, the client list, the contracts and the equipment — and the choice is usually tax-led, so it is made with your accountant first. The agreement then covers the price and how it is paid, a transition period in which you introduce the clients, the restrictive covenants that survive a sale, and the regulator’s approval where the profession requires one. A staged succession — a junior partner buying in over several years — is the same transaction spread out, and works only if the stages are written down before the first one.

Can you set up the holding or management company my accountant recommended?

Yes. Your accountant designs the structure and the firm documents it: the entities, the share terms, the management services agreement between the practice and the management company, and the intercompany arrangements that make the structure real rather than notional. The firm does not second-guess the tax and tells you early if the documents cannot do what the plan assumes.

We are a partnership, not a corporation. Does this still apply?

Yes. A partnership needs the same agreement between its owners that a corporation does — contributions, decisions, profit shares, admission and retirement of partners, death, disability and departure, and who keeps the clients — and without one the Partnerships Act supplies defaults that suit almost no one. Accountants and lawyers may also practise through a limited liability partnership, which limits a partner’s exposure to the negligence of other partners without changing the partnership itself. Whether to stay a partnership, register as an LLP or incorporate is decided with your accountant; the firm documents whichever it is.

We are a medical or dental practice. What is different?

Three things. The corporation: physicians and dentists practise through a professional corporation with the certificate of authorization from their college, and are the professions whose family members may hold non-voting shares, which is usually where the management company and the accountant’s plan come in. The people: associates, locums and hygienists or technicians are engaged on agreements that decide who owns the patient relationships and the charts when someone leaves, and any supervision arrangement the college requires is written down. The data: the practice is a health information custodian under Ontario’s health privacy legislation, so consent, records retention, a privacy policy, terms for online booking or a patient portal, and the steps and notifications a breach requires are documents the practice has to have, not options. The firm drafts them alongside the corporate work, and confirms the college’s and the insurer’s conditions before anything is filed.

Do we need terms of use and a privacy policy for our website or client portal?

Yes, if the site or portal collects anything from a client or patient — a booking, a form, a document upload, a payment. Federal privacy law applies to a consultancy, agency or corporate service provider collecting client information; Ontario’s health privacy legislation applies to a health practice collecting patient information. A privacy policy says what is collected, why, where it is stored and who can see it; terms of use say what the client is agreeing to by using the portal, including limitation of liability and what the portal is not, such as advice. Both are standard work, drafted to match how the practice actually operates rather than copied from a template that describes a business you do not run.

What does it cost?

Standard pieces run on the firm’s fixed-fee packages, with the fee published on each page — Launch for an ordinary incorporation, the Build a Team Kit for first hires and contractors. A professional corporation, a partners’ agreement, an engagement letter with terms of use and a privacy policy, a practice sale or a management structure is scoped after the consultation, at a fixed fee where the work is standard and in phases with a budget agreed first where it is negotiated. See Fees & Engagement.

I want to refer a client, not ask about my own practice.

Send a paragraph on the client’s situation through the contact page, with the names of the other parties so a conflict check can run first. The firm takes the Ontario corporate piece and hands everything else back; it does not compete for your client’s tax, accounting or other work, and it pays and accepts no referral fees. Your client engages the firm directly, on written terms, and you are kept informed as far as the client wishes.

Give the practice the foundation you give your clients.

Tell the firm what the practice is, who owns it and what has prompted the call. You will hear from the principal the same business day.