specialized Corporations – Advantages and Disadvantages

What is a specialized corporation(PC)?

A PC is a corporation owned and operated by one or more members of the same profession (e.g. physicians, lawyers, accountants, dentists). The sets provided by the corporation are generally restricted to the practice of the profession.

specialized corporations are now allowed in every province and territory across Canada. In each province/territory, the specialized regulatory body usually determines whether its members may incorporate. For example, the regulatory body for physicians, in all provinces and territories, allows physicians to incorporate.

How does it differ from a shared corporation?

There are some meaningful differences between a specialized corporation and a shared

corporation such as:

  • Only members of the same profession can be shareholders of a specialized corporation in many (but not all) provinces.
  • The officers and directors of a specialized corporation must generally be shareholders of the corporation in addition.
  • The specialized corporation is generally unprotected to the investigative and regulatory powers of the regulatory body governing the profession.
  • A specialized corporation will not protect a specialized against personal liability for specialized negligence.

As a consequence of these differences, some of the benefits commonly associated with a corporation may have a limited application for a specialized corporation. This is further described below

Advantages of using a specialized Corporation

possible tax savings

A reduced federal and provincial corporate tax rate is applied on the first $400,000 of specialized income earned by a specialized corporation. Some provinces apply the reduced tax rate on income of up to $500,000. The provincial limit varies by province. For 2010, the combined federal and provincial tax on income unprotected to the small business limit will range between approximately 11% and 19%. As a consequence of this lower rate, the combined corporate and shareholder taxes paid on specialized sets income is slightly lower than if such income were to be earned by you directly.

possible tax deferral

Perhaps the most meaningful advantage of using a PC is the ability to defer taxes. specialized income earned by a corporation is taxed at two levels – once at the corporate level and then again at the shareholder level when the profits are distributed to you as dividend income.

Since income at the corporate level is taxed at a lower rate than your personal income, a tax deferral opportunity exists when the income is taxed in the corporation (at the lower rate) and is not distributed to the shareholder (i.e. you). The deferral ceases when a dividend is paid to you and you pay the tax on that dividend.

Let’s illustrate. If you earn a specialized income of $500,000 per year as a only proprietor and only need $200,000 of pre-tax income for personal expenses, you will be left with $300,000 that will be taxed at the highest marginal rate. Assuming a marginal tax rate of 47%, you will be left with $159,000 to invest.

however, if you incorporate the practice, the $300,000 will be left in the corporation and taxed at the small business rate. Assuming a corporate tax rate of 18%, the corporation will be left with $164,000 to invest.

That’s $87,000 more.

only proprietor specialized corporation

Income $500,000 $500,000

Personal needs ($200,000) ($200,000)

Remaining funds $300,000 $300,000

Taxes ($94,000) ($54,000)

Net funds $159,000 $246,000

Additional funds in the

specialized corporation $87,000

The additional funds in the corporation may be used to pay off debt, buy capital assets, acquire investments or fund an insurance policy

Flexible employee benefits

As an employee of a specialized corporation, you can access certain types of employee benefits that would otherwise not be obtainable if you were a only proprietor or a partner in a partnership. For example, the corporation can establish an Individual Pension Plan (discussed later on) or a Retirement Compensation Arrangement (RCA) for you. These retirement savings vehicles can also provide you with possible creditor-protection benefits. An employee health and welfare trust can also be produced to provide health benefits for you and your family.

Capital gains exemption

The Canadian tax rules permit that up to $750,000 in capital gains arising from the sale of the shares of a qualified small business corporation may be exempt from tax. This $750,000 capital gains exemption is also obtainable for shares of a specialized corporation, provided certain conditions are met. However, the ownership of a specialized corporation may not be as easily transferable since, in many provinces, it can only be transferred to members of the same profession.

Flexibility in remuneration

You can choose to receive a combination of salary and dividends from a specialized corporation. The decision is based on the combined corporate and shareholder taxes paid in your province of residence.

Limited commercial liability

A specialized corporation does not generally protect you from personal liability for specialized negligence. However shareholders of a specialized corporation will have the same protection as other corporate shareholders when it comes to trade creditors.

Income splitting

You can divided income by a corporation by paying dividends to adult family members who are shareholders of the corporation. This strategy may be less applicable to specialized corporations located in provinces where proportion ownership is restricted to members of a particular profession. However other income splitting strategies, such as hiring family members to work in the business and paying them a reasonable wage for sets rendered, are nevertheless obtainable by a specialized corporation.

Multiple small business deductions

As a consequence of a Canada Revenue Agency (CRA) ruling, it is possible for professionals operating by a specialized partnership to render their sets by a specialized corporation and be able to access multiple Small Business Deductions (SBDs).

Income earned up to the SBD limit of $400,000 is unprotected to a preferential tax rate (some provinces have a higher SBD). Historically, the SBD had to be shared among all corporate partners. Given CRA’s new ruling, professionals currently operating as a partnership should consider the benefits of setting up a specialized corporation to take advantage of multiple SBDs.

Individual pension plan

An Individual Pension Plan (IPP) is a defined assistance pension plan that a specialized corporation can set up for the specialized. The IPP provides better annual contributions than RSP limits for those over 40. Assets in an IPP are protected from creditors; however, they may be unprotected to locking-in provisions during retirement. If you would like more information on IPPs, please consult your advisor.

Disadvantages of a specialized Corporation

Costs and complexity

The costs for establishing and maintaining a PC are usually higher than those of a only proprietorship. Also, a specialized corporation will incur more costs to file a corporate tax return, prepare T4 slips for salaries and T5 slips for dividends. A corporation is also unprotected to greater regulation and compliance than a only proprietorship or partnership.

Employer health tax and EI premiums

Corporations in several provinces have to pay a provincial health tax levy once the corporate payroll has surpassed a certain threshold. Fortunately the basic amount you are not taxed on is fairly high (e.g. $400,000 in Ontario) so the impact of this tax on specialized corporations may not be that meaningful.

Business losses

You cannot claim business losses incurred by a PC on your personal tax return; while, in a only proprietorship, you may use the business losses to offset your personal income from other supplies.

Liability for malpractice

As mentioned above, a specialized corporation will not protect you from personal liability for specialized negligence.

Who should use a specialized corporation?

A PC can provide possible tax savings and tax deferral benefits. This may popularity to you if you do not require all of your income to live on. specialized corporations may also popularity to you if you wish to save for your retirement by different method, such as a pension plan or retirement compensation arrangement, or if you would like to limit your personal exposure to commercial liability.

Before incorporating, you should consider the cash-damming strategy, which converts all your non-deductible personal debt into tax-deductible business debt. Find out more

If you have questions on any of the issues discussed in this article, please speak with your advisor.

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