What Entrepreneurs need to know about Incorporation vs Sole-Proprietor Business Structures 0

Posted On April 6, 2023, by Admin


In Canada, entrepreneurs often face the decision of whether to incorporate their business or operate as a sole proprietor. Both business structures come with their advantages and disadvantages, which may vary depending on factors such as tax planning, liability protection, administrative responsibilities and the entrepreneur’s specific circumstances and goals. This article will comprehensive comparison between incorporating a business and operating as a sole proprietor in the Canadian tax environment, equipping you with the necessary information to make an informed decision.

Sole Proprietorship

A sole proprietorship is the most straightforward form of business organization, in which a single individual owns and operates the business.


1. Simplicity of Formation: Establishing a sole proprietorship is relatively simple and cost-effective, involving minimal paperwork and lower registration fees compared to corporations.

2. Tax Simplicity: Income from a sole proprietorship is considered personal income, allowing the business owner to report their income on their personal tax return and avoid the complexities of corporate taxation.

3. Full Control: As a sole proprietor, you maintain complete control over your business, including decision-making and resource allocation.


1. Unlimited Liability: Sole proprietors are personally liable for their business’s debts and obligations. This means your personal assets, such as your home or vehicle, may be at risk in the event of a lawsuit or bankruptcy.

2. Limited Tax Planning Opportunities: As a sole proprietor, you have fewer options for tax planning, missing out on income splitting or other tax benefits available to corporations.

3. Restricted Financing Options: Financial institutions often perceive sole proprietorships as riskier, making it more difficult to secure loans or other forms of financing.


Incorporating a business creates a separate legal entity distinct from its owners (shareholders), providing several benefits but also demanding additional administrative work.


1. Limited Liability: Shareholders of a corporation have limited liability, meaning they are not personally responsible for the corporation’s debts and obligations. This provides a level of protection for personal assets not offered by sole proprietorships.

2. Tax Benefits: Corporations enjoy a lower tax rate on business income, enabling them to retain more earnings for reinvestment or distribution to shareholders. Additionally, corporations can take advantage of various tax planning strategies, such as income splitting, utilizing the small business deduction and tax deferral by choosing a non-calendar year-end.

3. Enhanced Credibility and Financing Options: Incorporating a business can improve its credibility with customers, suppliers, and financial institutions, potentially leading to better financing options, ability to raise capital and improved business relationships.

4. Business Name Protection: In some Canadian provinces, like Ontario, registering as an independent contractor doesn’t protect your name. This can harm your business since any other individual can register their company with a very similar name and even potentially require you to change your business name should they decide to incorporate.

5. Lifetime Capital Gains Exemption on Qualified Small Business Corporation Shares: If you sold the shares of your incorporated business, you may be eligible for the Capital Gains Exemption on your shares. Certain rules apply, but each shareholder could be tax exempt on almost $1 million of share proceeds ($971,190 in 2023). This would not be available if you sold your sole-proprietor business.


1. Increased Administrative Burden: Corporations must adhere to more stringent reporting requirements, including filing annual financial statements, maintaining a minute book, and holding annual meetings. These obligations can result in increased administrative costs and time commitment.

2. Cost of Incorporation: Incorporating a business involves higher initial costs, such as legal and accounting fees, compared to setting up a sole proprietorship.

3. Potential Double Taxation: Corporate income is taxed at the corporate level and then again when distributed to shareholders as dividends. While tax integration mechanisms can help mitigate this issue, double taxation remains a concern for some entrepreneurs.


Selecting the appropriate business structure is a crucial decision that depends on factors such as liability protection, tax planning, and administrative burden. While sole proprietorships are easier to establish and manage, they offer limited tax planning opportunities and expose the owner to unlimited liability. Conversely, incorporation provides tax benefits and limited liability protection but comes with increased administrative costs and complexity.

Before deciding on a business structure, entrepreneurs should consult with legal and accounting professionals to ensure they make the best choice for their unique circumstances. By carefully considering the pros and cons of each structure, business owners can set themselves up for long-term success.


Schedule a call today with one of our team members to discuss your accounting or tax needs – For More Details, Click Here.


This blog is not meant to provide specific advice or opinions regarding the topic(s) discussed above. Should you have a question about your specific situation, please discuss it with your GBA advisor.

GBA LLP is a full-service accounting firm in the Greater Toronto Area, but we primarily service all of Ontario as well as the rest of Canada virtually, except Quebec. Our team of over 30, provides Audits and Reviews of financial statements, and Compilations of financial information, as well as corporate tax returns. We provide specialized corporate tax and succession planning for small and medium businesses, in addition to general advisory services.

If you would like to schedule a call to discuss your accounting or tax needs with one of our team members, please complete the free no obligation meeting request on this page.

Connect With Us

Sign Up For Our Blog


NOTE: You can withdraw your consent at any time.