To establish an Optometry Professional Corporation in Ontario, the College of Optometrists of Ontario strictly requires that 100% of the issued shares (both voting and non-voting) be owned by registered optometrists. The setup process involves provincial incorporation and obtaining a Certificate of Authorization, with government and regulatory fees totalling approximately $600 to $800 CAD.
Operating an optometry practice in Ontario offers excellent opportunities for community care and business growth. Whether you are opening a clinic in Toronto, London, or Sudbury, structuring your practice as an Optometry Professional Corporation (OPC) can provide significant tax advantages, such as access to the small business deduction and income splitting. However, professional corporations are heavily regulated compared to standard businesses.
The College of Optometrists of Ontario, in conjunction with the Business Corporations Act (Ontario), imposes strict rules on who can own shares, how the corporation is named, and what types of business the corporation can legally conduct. Because these rules are rigid and errors can result in professional misconduct investigations, most applicants in this province choose to hire a business lawyer to draft the specific Articles of Incorporation. Below is a comprehensive guide to understanding the legal framework of an OPC as of May 2026.
Step-by-Step Process for Incorporating in Ontario
Setting up an OPC is a dual process: you must first satisfy the provincial government’s corporate registry, and then you must satisfy the regulatory college. Missing a step can delay your ability to bill patients through the corporation.
Step 1: Draft Compliant Articles of Incorporation
Your legal counsel will draft your Articles of Incorporation. For an optometry practice, the articles must explicitly restrict the business of the corporation to the practice of optometry and activities related to or ancillary to the practice. Furthermore, the share structure must be carefully defined to ensure that only members of the College can hold voting shares.
Step 2: Ensure Strict Shareholder Compliance
Under Ontario law, 100% of the issued shares of an OPC-both voting and non-voting-must be held exclusively by one or more optometrists registered with the College. Unlike medical or dental professional corporations, family members who are not registered optometrists are strictly prohibited from holding non-voting shares. You cannot issue shares to spouses, children, parents, outside investors, or non-optometrist business partners.
Step 3: Select an Approved Corporate Name
Naming an OPC is not a creative exercise. The College requires the name to include the surname of the shareholder optometrist(s), followed by "Optometry Professional Corporation" (or the French equivalent). For example, "Dr. Jane Smith Optometry Professional Corporation". Trade names or branding (like "Vision Care Centre") can be registered later as a DBA, but the legal corporate name must follow the strict statutory formula.
Step 4: Register with the Ontario Business Registry
Once the articles and name are finalized, you or your law firm will file the documents with the Ontario Business Registry (OBR). Upon successful registration, you will receive your Certificate of Incorporation and an Ontario Corporation Number (OCN). You are now a legal entity, but you still cannot practise optometry under the corporate name yet.
Step 5: Apply for the Certificate of Authorization
The final and most crucial step is applying to the College of Optometrists of Ontario for a Certificate of Authorization. You must submit your Certificate of Incorporation, a corporate profile report, a statutory declaration signed by the optometrist director, and the required application fees. Only after the College issues this certificate can the corporation legally operate and bill for optometric services.
How Much Does it Cost in Ontario?
Establishing a professional corporation requires a higher initial investment than a standard business due to regulatory fees and complex legal drafting:
- Provincial Incorporation Fee: The government fee to incorporate via the OBR is $300 CAD.
- College Application & Issuance Fees: The College of Optometrists of Ontario charges approximately $200 to $400 CAD for the initial Certificate of Authorization application and issuance.
- Corporate Lawyer Fees: Given the strict regulatory requirements, legal fees to draft the share structures and file the applications typically range from $1,500 to $3,500 CAD.
- Annual Renewals: You must renew the Certificate of Authorization annually with the College, which currently costs approximately $150 to $250 CAD per year.
How Long Does the Process Take?
The timeline for setting up an OPC generally spans 3 to 6 weeks. Incorporating the entity with the province can be done almost instantly online. However, gathering the required statutory declarations, ordering the corporate minute book, and waiting for the College of Optometrists of Ontario to review and approve the Certificate of Authorization application typically takes 2 to 4 weeks.
Share Ownership Rules for OPCs
| Voting Shares | Must be owned exclusively by an optometrist registered with the College of Optometrists of Ontario. | Grants legal control over the corporation and clinical decisions. |
| Non-Voting Shares | Must also be owned exclusively by registered optometrists. Family members are strictly prohibited. | Provides flexible equity structuring among licensed professional colleagues only. |
| Holding Companies | Generally prohibited from directly owning shares in an Ontario health professional corporation. | Shares must be held directly by the individuals, preventing multi-tiered corporate shielding. |
Frequently Asked Questions (FAQ)
Can a registered optician own shares in my optometry corporation?
No. Under Ontario’s Regulated Health Professions Act, the voting shares of an Optometry Professional Corporation must be owned exclusively by members of the College of Optometrists. An optician belongs to a different regulatory college and cannot hold shares in your OPC.
Do I still have personal liability if I incorporate?
Yes, in a professional corporation, you are never shielded from professional liability or malpractice claims. The corporation protects you from general commercial liabilities (like breaking a commercial lease), but you remain personally accountable to the College for your clinical actions.
Can I operate multiple clinics under one professional corporation?
Generally, yes. A single Optometry Professional Corporation can operate multiple clinic locations across Ontario, such as a centre in Mississauga and another in Hamilton. However, you must register trade names for each clinic and ensure the College is updated on all practice locations.
What happens if an optometrist shareholder loses their licence?
If a voting shareholder’s licence to practise is revoked or suspended by the College, they are no longer eligible to hold voting shares. The corporation must immediately restructure, or the College will revoke the corporation’s Certificate of Authorization, effectively shutting down the business entity.
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