Dentistry Professional Corporation Ontario: RCDSO Guide
Most Ontario dentists who incorporate do it for the tax room: practice income taxed at small-business corporate rates instead of top personal rates, with family members able to hold non-voting shares. But a dentistry professional corporation in Ontario is a two-step product. Step one is incorporating a professional corporation under the Business Corporations Act (OBCA) through the Ontario Business Registry. Step two is obtaining a certificate of authorization from the Royal College of Dental Surgeons of Ontario (RCDSO) — and until that certificate is issued, the corporation may not practise dentistry.
The regime sits at the intersection of three instruments: the OBCA (which creates professional corporations), the Regulated Health Professions Act, 1991 and its Health Professions Procedural Code (which require the certificate of authorization), and Ontario Regulation 665/05 — Health Profession Corporations (which sets the naming and shareholder rules specific to physicians and dentists). Both the incorporation and the RCDSO certificate then renew annually, on separate deadlines. Here is the whole path, verified against RCDSO's current requirements.
Key facts at a glance
| Fact | Ontario (dentists) |
|---|---|
| Governing legislation | Business Corporations Act (Ontario); Regulated Health Professions Act, 1991 and Procedural Code; O. Reg. 665/05 |
| Corporate registry | Ontario Business Registry |
| Regulator & required authorization | RCDSO — certificate of authorization for a health profession corporation |
| Naming rule | Surname of one or more dentist shareholders (as on the RCDSO register) + the profession + "Professional Corporation"; nothing else; no numbered names |
| Who may hold voting shares | Only RCDSO members (dentists) |
| Family shareholders allowed? | Yes — non-voting shares for a voting shareholder's spouse, child or parent, or in trust for minor children |
| Registry filing fee | Check the current Ontario Business Registry fee schedule |
| Regulator fee | $750 application (non-refundable); $175 annual renewal by July 31 ($200 after) |
| Renewal cycle | Every certificate expires August 31, regardless of issue date |
How to set up a dentistry professional corporation in Ontario
- Build the name to O. Reg. 665/05 — the surname of at least one RCDSO-member shareholder exactly as it appears on the College register, optionally given names or initials, the profession (dentistry), and the words "Professional Corporation" (or "Société professionnelle"). There is no creative latitude here.
- Order a NUANS report — a professional corporation cannot be a numbered company.
- Draft articles restricting the corporation to practising dentistry and activities related or ancillary to it, with share provisions matching the ownership rules.
- File at the Ontario Business Registry and keep certified copies — RCDSO will ask for them.
- Order a Corporation Profile Report dated within the last 30 days — order it immediately before you file so it does not age out.
- Apply through the RCDSO Portal — the College stopped accepting mail, email and fax applications in 2023, and a dentist director or officer must submit. The package needs Form C undertakings from every director and officer, Form D undertakings from every dentist shareholder, the articles, the profile report, and the $750 non-refundable fee.
- Renew by August 31 every year — the deadline applies to all health profession corporations regardless of when your certificate was issued.
Later changes carry their own cost: a revised certificate of authorization after a name change is $150, and shareholder changes must be reported on RCDSO's Notice of Change of Shareholders form. The two sections below cover each track in full.
Step 1: Incorporate at the registry
The corporation is incorporated under the OBCA through the Ontario Business Registry, but its name and articles must be drafted to RCDSO's specifications from day one.
Naming. O. Reg. 665/05 leaves no creative latitude. The name must include the surname of at least one shareholder who is an RCDSO member, exactly as that surname appears on the College register; it may add the shareholder's given names or initials; it must indicate the profession practised (dentistry); and it must include the words "Professional Corporation" (or "Société professionnelle"). Nothing else is allowed — no "& Associates", no clinic branding, no numbered-company names. "J. A. Wong Dentistry Professional Corporation" is the pattern. RCDSO publishes naming criteria and an optional name pre-approval form, and using pre-approval is cheap insurance: a rejected name after incorporation means filing articles of amendment before the College will issue your certificate.
Articles. The articles must restrict the corporation to practising dentistry and activities related to or ancillary to it, and the share provisions must track the ownership rules described below. Once filed, keep certified copies — RCDSO will ask for them.
Step 2: Get your RCDSO certificate of authorization
Applications go exclusively through the RCDSO Portal — the College stopped accepting mail, email and fax applications in 2023 — and must be submitted by a director or officer who is a dentist authorized to sign for the corporation. A complete application includes:
- Form C undertakings signed and witnessed by every director and officer;
- Form D undertakings signed and witnessed by every dentist shareholder;
- a Corporation Profile Report from the Ontario Business Registry dated within the last 30 days — order a corporate profile report just before you file so it does not age out; and
- the articles of incorporation (or amalgamation or continuance, as applicable);
- the $750 application fee, which is non-refundable per RCDSO's 2025 fee schedule.
If corporate details change later — a name change, for instance — a revised certificate of authorization costs $150, and shareholder changes must be reported to the College on its Notice of Change of Shareholders form.
Shareholders, directors and restrictions
O. Reg. 665/05 splits share ownership into two tiers. Voting shares must be owned by members of the College — practising dentists — full stop. Non-voting shares are where the family tax planning happens: they may be held by College members, by a voting shareholder's "family member" (defined as a spouse, child or parent), or by trustees in trust for a voting shareholder's minor children. This family carve-out exists only for physicians and dentists among Ontario's health professions, which is a genuine structural advantage of a dentistry professional corporation.
Every director and officer must be a shareholder — and since only dentists can hold voting shares, control stays with licensed members. The corporation cannot carry on business other than the practice of dentistry and related or ancillary activities (investing surplus funds is generally treated as ancillary). And incorporation does not dilute professional accountability: the dentist remains personally subject to RCDSO discipline, and shareholder dentists give the College undertakings to that effect in Forms C and D.
Keeping it alive: annual renewals
Mark two dates. First, the corporation itself must file an OBCA annual return through the Ontario Business Registry within six months of its fiscal year-end to keep registry records current. Second — and less forgiving — every RCDSO certificate of authorization expires on August 31 each year, no matter when it was issued. Renewal costs $175 if paid on or before July 31, rising to $200 afterward. Miss August 31 entirely and the certificate is revoked effective September 1, leaving the corporation unauthorized to practise dentistry until the College issues a new one — an expensive administrative failure that can also complicate billing and associate arrangements. A single compliance calendar covering both tracks is the fix; see our professional corporation renewals guide.
Why dentists incorporate
The draw is tax mechanics, not liability. Active practice income retained in a Canadian-controlled private corporation can qualify for the small business deduction, producing a large deferral compared with top Ontario personal rates — money that can compound inside the corporation toward equipment, an associate buy-in or retirement. Dividends on family members' non-voting shares were historically an income-splitting tool; the federal tax-on-split-income rules now restrict this significantly, so the family share structure is about flexibility, not guaranteed savings. A sale of qualifying shares may also access the lifetime capital gains exemption. Every one of these levers depends on your facts — confirm the structure with your accountant before filing anything.
Frequently asked questions
How much does a dentistry professional corporation cost in Ontario?
Budget the Ontario Business Registry incorporation fee (check the current schedule), RCDSO's non-refundable $750 certificate of authorization application fee, and $175 per year to renew the certificate ($200 if paid after July 31). Add a current corporation profile report for the application, plus any legal, accounting and service fees.
Can my spouse own shares in my dental corporation in Ontario?
Yes — non-voting shares only. Under O. Reg. 665/05, a voting shareholder's spouse, child or parent may hold non-voting shares, and trustees may hold non-voting shares in trust for minor children. Voting shares must be owned by RCDSO members. This family allowance applies only to physicians and dentists among Ontario health professions.
What name can I use for a dentistry professional corporation?
The name must contain the surname of at least one dentist shareholder exactly as it appears on the RCDSO register, may add given names or initials, must indicate dentistry, and must end with "Professional Corporation". Nothing else is permitted — no clinic brands or numbered names. RCDSO offers an optional name pre-approval form before you incorporate.
When does an RCDSO certificate of authorization expire?
All certificates of authorization expire on August 31 every year, regardless of when they were issued. Renew through the RCDSO Portal — $175 if paid by July 31, $200 afterward. If the certificate is not renewed before August 31, it is revoked effective September 1 and the corporation cannot practise dentistry.
Do I need the RCDSO certificate before my corporation can practise?
Yes. Incorporation alone only creates the company; under the Regulated Health Professions Act framework, a health profession corporation needs a valid RCDSO certificate of authorization before it may practise dentistry. Most dentists incorporate first, then apply immediately, since the application requires the articles and a fresh corporation profile report.
Can my dental corporation run a side business?
No. The articles must restrict the corporation to the practice of dentistry and activities related or ancillary to it, and O. Reg. 665/05 makes that a condition of the certificate of authorization. Passive investment of surplus practice income is generally ancillary; running an unrelated venture requires a separate corporation.
Incorporate your dentistry professional corporation — free consultation
Two filings, one deadline-proof plan. In a free consultation, a Corporate Registry Services specialist maps both steps for your Ontario practice — the registry incorporation with regulator-compliant articles and naming, and the RCDSO authorization that lets you practise through it — plus the annual renewals that keep both alive.
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Frequently asked questions
How much does a dentistry professional corporation cost in Ontario?
Budget the Ontario Business Registry incorporation fee (check the current schedule), RCDSO's non-refundable $750 certificate of authorization application fee, and $175 per year to renew the certificate ($200 if paid after July 31). Add a current corporation profile report for the application, plus any legal, accounting and service fees.
Can my spouse own shares in my dental corporation in Ontario?
Yes — non-voting shares only. Under O. Reg. 665/05, a voting shareholder's spouse, child or parent may hold non-voting shares, and trustees may hold non-voting shares in trust for minor children. Voting shares must be owned by RCDSO members. This family allowance applies only to physicians and dentists among Ontario health professions.
What name can I use for a dentistry professional corporation?
The name must contain the surname of at least one dentist shareholder exactly as it appears on the RCDSO register, may add given names or initials, must indicate dentistry, and must end with "Professional Corporation". Nothing else is permitted — no clinic brands or numbered names. RCDSO offers an optional name pre-approval form before you incorporate.
When does an RCDSO certificate of authorization expire?
All certificates of authorization expire on August 31 every year, regardless of when they were issued. Renew through the RCDSO Portal — $175 if paid by July 31, $200 afterward. If the certificate is not renewed before August 31, it is revoked effective September 1 and the corporation cannot practise dentistry.
Do I need the RCDSO certificate before my corporation can practise?
Yes. Incorporation alone only creates the company; under the Regulated Health Professions Act framework, a health profession corporation needs a valid RCDSO certificate of authorization before it may practise dentistry. Most dentists incorporate first, then apply immediately, since the application requires the articles and a fresh corporation profile report.
Can my dental corporation run a side business?
No. The articles must restrict the corporation to the practice of dentistry and activities related or ancillary to it, and O. Reg. 665/05 makes that a condition of the certificate of authorization. Passive investment of surplus practice income is generally ancillary; running an unrelated venture requires a separate corporation.
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