Law Professional Corporation Ontario: LSO Guide 2026
A law professional corporation Ontario lawyers and paralegals set up is usually about tax planning — retaining practice income at the small business rate and choosing when to draw it personally — rather than liability protection, which incorporation does not extend to professional negligence. The Business Corporations Act (OBCA) and sections 61.0.1 to 61.0.9 of the Law Society Act permit licensees to practise law or provide legal services through a corporation, with the detail set out in Part II of the Law Society of Ontario's By-Law 7.
Like every Ontario professional corporation, it is a two-step structure. Step one: incorporate at the Ontario Business Registry with articles containing the restrictions the Law Society requires. Step two: obtain a certificate of authorization from the Law Society of Ontario (LSO) before the corporation practises law or provides legal services. Both the corporation and the certificate then renew annually, on separate tracks.
Key facts at a glance
| Item | Ontario rule |
|---|---|
| Governing legislation | Business Corporations Act (Ontario) + Law Society Act ss. 61.0.1–61.0.9; LSO By-Law 7, Part II |
| Corporate registry | Ontario Business Registry (ServiceOntario) |
| Regulator & required authorization | Law Society of Ontario — certificate of authorization |
| Naming rule | Must include "Professional Corporation"; no numbered names; name must be accurate, verifiable and not misleading (By-Law 7) |
| Who may hold voting shares | LSO licensees only — all shares, voting and non-voting |
| Family shareholders allowed? | No — the family-shareholder exemption for physicians and dentists does not apply to law |
| Registry filing fee | $300 (articles of incorporation) |
| Regulator fee (application/renewal) | Application and renewal fees set by the LSO — confirm the current amounts when applying |
| Renewal cycle | LSO certificate expires December 31 each year; registry annual return within 6 months of fiscal year-end |
How to set up a law professional corporation in Ontario
- Choose a compliant name and order a NUANS report — professional corporations cannot use a number name.
- Draft the two articles that need Law Society wording — the LSO's information sheet sets out accepted language restricting the corporation's business to the practice of law (with related and ancillary activities) and restricting share ownership to licensees.
- File articles of incorporation through the Ontario Business Registry under the OBCA — $300, online filings processed immediately.
- Apply online to the LSO for the certificate of authorization. Under By-Law 7 the application needs the completed form, the incorporating documents and certificate of incorporation, any articles and certificate of amendment, and the application fee.
- Note the expiry rule — the certificate is valid from its issue date only until December 31 of the year it was issued, however late in the year that is.
- Renew every year by December 31, applying at least 90 days before expiry to keep authorization uninterrupted. A certificate unrenewed for 12 months after expiry is automatically revoked.
Step 2 is the one to get right first: filing articles with non-compliant restriction wording means amending them before the LSO will issue. The two sections below cover each track in full.
Step 1: Incorporate at the registry
The corporation is filed through the Ontario Business Registry under the OBCA. The government fee for articles of incorporation is $300, with online filings processed immediately, and because professional corporations cannot use a number name, an Ontario-biased NUANS name search report is required for your proposed name.
Two articles need Law Society-compliant wording before you file. The LSO's information sheet for lawyers forming a professional corporation sets out accepted language restricting the corporation's business to the practice of law (with related and ancillary activities permitted) and restricting share ownership to persons licensed to practise law in Ontario. On naming, the OBCA requires "Professional Corporation" (or "Société professionnelle") in the name, and By-Law 7 adds the professional-standards overlay: the name must be demonstrably true, accurate and verifiable, must not mislead, confuse or deceive, and must be consistent with a high standard of professionalism. Unlike medicine corporations, there is no rigid surname-only formula — but a name the Law Society considers misleading will stall the certificate.
Step 2: Get your LSO certificate of authorization
Applications for a certificate of authorization are submitted online through the Law Society of Ontario. Under By-Law 7, the application must include:
- the completed application in the form the Law Society provides;
- copies of the corporation's incorporating documents and certificate of incorporation (or amalgamation/continuance equivalents);
- articles of amendment and the certificate of amendment, if any; and
- the application fee — the amount is set by the LSO, so confirm the current figure in the application materials.
If a lender, landlord or the Society asks for supporting registry documents — a certificate of status or certified copies of articles — we can obtain them same-day through a corporate profile report order. Once issued, the certificate is valid from its issue date until December 31 of the year in which it is issued, and the corporation may then practise law or provide legal services.
Shareholders, directors and restrictions
Law is one of Ontario's strictest professions on share ownership. Every issued share — voting and non-voting alike — must be both legally and beneficially owned by a person licensed to practise law in Ontario. There is no family-shareholder exemption: the O. Reg. 665/05 concession that lets physicians and dentists issue non-voting shares to a spouse, child or parent does not exist for law. The narrow exceptions are practical ones — an estate trustee may hold a deceased licensee's shares temporarily during estate administration, and a holding company can appear in the structure only if its own shares are entirely licensee-owned, which removes the usual income-splitting appeal.
Directors must be licensees whose licences are not suspended, and under the OBCA directors and officers of a professional corporation must be shareholders. The Law Society also regulates the corporation itself: it remains subject to the Rules of Professional Conduct (section 4.2 addresses practising through a professional corporation), and changes to the corporation's particulars must be reported.
Keeping it alive: annual renewals
LSO track. The certificate of authorization expires on December 31 of the year for which it was issued or renewed, so renewal is an annual event. By-Law 7 tells corporations that want uninterrupted authorization to apply for renewal no later than 90 days before expiry — in practice, by early October — with the renewal application and renewal fee. The backstop is severe: a certificate not renewed within 12 months after expiry is automatically revoked, after which the corporation cannot practise and the whole authorization process starts over.
Registry track. In parallel, the corporation files its annual return through the Ontario Business Registry within six months of its fiscal year-end and keeps its registered office, director and officer information current; sustained non-compliance risks cancellation of the corporation itself.
Our professional corporation renewals guide tracks both deadlines and the reinstatement options when one slips.
Why lawyers incorporate
The corporation changes the tax picture, not the professional one. Practice income kept inside the corporation is taxed at the small business rate, deferring the top personal rates until you draw the money out; salary-versus-dividend choices add timing flexibility year to year. Because only licensees may hold shares, income splitting with family is off the table for law corporations, so the case for incorporating usually rests on how much income you can leave in the corporation to invest or smooth. Professional liability is untouched — OBCA section 3.4 preserves it, and LAWPRO coverage obligations continue. Model the costs against your retained earnings with your accountant before committing.
Frequently asked questions
Can a lawyer incorporate in Ontario?
Yes. The Law Society Act and the OBCA let lawyers and paralegals practise through a professional corporation, provided the corporation holds a certificate of authorization from the Law Society of Ontario. The corporation must be incorporated first, with articles restricting its business to the practice of law and its shares to Ontario licensees.
How much does a law professional corporation cost in Ontario?
The Ontario Business Registry charges $300 to file articles of incorporation, plus the cost of an Ontario-biased NUANS name report. The Law Society charges an application fee for the certificate of authorization and an annual renewal fee — confirm the current amounts in the LSO application materials — and professional drafting fees are additional.
Can my spouse own shares in my law professional corporation?
No. Every share of a law professional corporation, voting or non-voting, must be legally and beneficially owned by a person licensed to practise law in Ontario. The family-shareholder exemption that benefits Ontario physicians and dentists does not extend to law, and holding-company structures work only if the holdco is itself entirely licensee-owned.
When does an LSO certificate of authorization expire?
December 31 of the year in which it was issued or renewed. To keep authorization uninterrupted, By-Law 7 directs corporations to apply for renewal at least 90 days before expiry. If a certificate goes unrenewed for 12 months after it expires, it is automatically revoked and the corporation can no longer practise.
Does incorporating protect a lawyer from malpractice claims?
No. OBCA section 3.4 states that professional liability is not limited by practising through a corporation, and LAWPRO insurance requirements continue to apply. Incorporation shields personal assets from ordinary commercial claims such as leases and trade debts, but the draw for most lawyers is tax deferral, not liability protection.
What should the name of a law professional corporation be?
It must include "Professional Corporation" or "Société professionnelle" and cannot be a numbered name. By-Law 7 requires the name to be demonstrably true, accurate and verifiable, not misleading or confusing, and consistent with a high standard of professionalism — so most firms use the practising lawyers' names, e.g. "Jane Doe Professional Corporation".
Incorporate your law 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 LSO authorization that lets you practise through it — plus the annual renewals that keep both alive.
Related guides
Frequently asked questions
Can a lawyer incorporate in Ontario?
Yes. The Law Society Act and the OBCA let lawyers and paralegals practise through a professional corporation, provided the corporation holds a certificate of authorization from the Law Society of Ontario. The corporation must be incorporated first, with articles restricting its business to the practice of law and its shares to Ontario licensees.
How much does a law professional corporation cost in Ontario?
The Ontario Business Registry charges $300 to file articles of incorporation, plus the cost of an Ontario-biased NUANS name report. The Law Society charges an application fee for the certificate of authorization and an annual renewal fee — confirm the current amounts in the LSO application materials — and professional drafting fees are additional.
Can my spouse own shares in my law professional corporation?
No. Every share of a law professional corporation, voting or non-voting, must be legally and beneficially owned by a person licensed to practise law in Ontario. The family-shareholder exemption that benefits Ontario physicians and dentists does not extend to law, and holding-company structures work only if the holdco is itself entirely licensee-owned.
When does an LSO certificate of authorization expire?
December 31 of the year in which it was issued or renewed. To keep authorization uninterrupted, By-Law 7 directs corporations to apply for renewal at least 90 days before expiry. If a certificate goes unrenewed for 12 months after it expires, it is automatically revoked and the corporation can no longer practise.
Does incorporating protect a lawyer from malpractice claims?
No. OBCA section 3.4 states that professional liability is not limited by practising through a corporation, and LAWPRO insurance requirements continue to apply. Incorporation shields personal assets from ordinary commercial claims such as leases and trade debts, but the draw for most lawyers is tax deferral, not liability protection.
What should the name of a law professional corporation be?
It must include "Professional Corporation" or "Société professionnelle" and cannot be a numbered name. By-Law 7 requires the name to be demonstrably true, accurate and verifiable, not misleading or confusing, and consistent with a high standard of professionalism — so most firms use the practising lawyers' names, e.g. "Jane Doe Professional Corporation".
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