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Professional Corporations - Doctors and Dentists

Subject: Corporations Number: 05-14 Date: 5/27/2005

New rules allow for non-family members to be shareholders.

In the Ontario Budget tabled on May 11, 2005, the Ontario government announced that family members will be permitted to hold non-voting shares in a physician's or a dentist's professional corporation.

This provides many income-splitting opportunities for doctors and dentists with children 18 years or older. Taxable dividends can be paid either through a trust or directly to a child who is at least 18 years old. The child would pay tax at his/her marginal tax rates. At present, a child could receive approximately $28,000 of dividends tax-free if he/she has no other income. A dividend paid by a professional corporation to a minor child would be subject to the Kiddie Tax Rules and tax would be payable on the dividend at the child's top marginal tax rate.

In situations where a professional corporation already exists, consideration should be given to reorganizing the share capital to allow children aged 18 and over to become shareholders of the corporation either directly or as beneficiaries of a trust. In cases where the doctor or dentist does not own a professional corporation, consideration should be given to transferring his/her business assets to a professional corporation and allowing family members to become non-voting shareholders.

Consideration should also be given to the value of the goodwill being transferred to the corporation. If the goodwill is transferred at fair market value, the tax rate on the gain will be approximately 23% in Ontario. The doctor or dentist would pay these taxes immediately rather than at a future date. However, if the doctor's or dentist's cash flow will allow, he/she can withdraw funds at a 23% tax rate instead of the regular dividend.

Perhaps other professionals will be allowed similar opportunities in the near future.

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