Sole Proprietorship vs Corporation
| Feature | Sole Proprietorship | Corporation |
|---|---|---|
| Legal status | You personally | Separate legal entity |
| Liability | Unlimited personal liability | Limited to corporate assets |
| Tax return | Report on personal T1 (Form T2125) | Separate T2 corporate return |
| Tax rate | Personal marginal rate (20-53%) | Small business rate ~12.2% |
| Setup cost | $60-$100 (business registration) | $1,000-$2,500 |
| Annual accounting cost | $200-$800 | $1,500-$3,000 |
| Income splitting | Limited | Yes (pay family members, dividends) |
| Retain earnings | No (all taxed personally in year earned) | Yes (leave in corp at low rate) |
| CPP contributions | Required (both employer + employee share) | Can choose salary vs dividends |
| Credibility/perception | Individual | More professional |
When to Incorporate
| Situation | Incorporate? | Why |
|---|---|---|
| Net income under $30,000 | No | Costs exceed tax benefits |
| Net income $30,000-$60,000 (need all the money) | Probably not | If you withdraw everything, no tax savings |
| Net income $60,000-$80,000+ (can leave some in corp) | Consider it | Tax deferral starts to be meaningful |
| Net income $100,000+ | Yes | Significant tax deferral and planning opportunities |
| Need liability protection | Yes (any income level) | Protects personal assets |
| Want to income split with spouse | Yes | Pay dividends to lower-income spouse |
| Plan to grow the business | Yes | Better structure for growth, hiring, contracts |
Tax Comparison: Sole Prop vs Corporation
Scenario: $100,000 Net Business Income (Ontario)
Sole Proprietorship (All Personal)
| Item | Amount |
|---|---|
| Business income | $100,000 |
| CPP (self-employed, both shares) | -$7,735 |
| Taxable income | ~$100,000 |
| Federal + Ontario tax | ~$23,000 |
| CPP premiums | ~$7,735 |
| Total tax + CPP | ~$30,735 |
| Take-home | ~$69,265 |
Corporation (Leave $40K Inside Corp)
| Item | Amount |
|---|---|
| Corporate income | $100,000 |
| Pay yourself salary | $60,000 |
| Corporate tax on remaining $40,000 (12.2%) | $4,880 |
| Personal tax on $60,000 salary | ~$10,500 |
| CPP on $60K salary (employee share) | ~$3,867 |
| Total tax + CPP | ~$19,247 |
| Take-home (personal) | ~$45,633 |
| Retained in corp | ~$35,120 |
| Tax deferred | ~$11,488 |
The $35,120 retained in the corporation is available for business investment, corporate savings, or future withdrawal at a time when your personal tax rate is lower.
Tax Deferral Advantage
| Net Income | Tax as Sole Prop | Tax with Corp (leave 40% in corp) | Annual Deferral |
|---|---|---|---|
| $60,000 | $12,000 | $9,500 | $2,500 |
| $80,000 | $18,000 | $13,000 | $5,000 |
| $100,000 | $30,700 | $19,200 | $11,500 |
| $150,000 | $48,000 | $30,000 | $18,000 |
| $200,000 | $68,000 | $42,000 | $26,000 |
Deferral is not permanent tax savings — when you eventually withdraw from the corporation, you pay personal tax. But deferral lets the money grow tax-efficiently inside the corp.
Salary vs Dividends
| Factor | Salary | Dividends |
|---|---|---|
| CPP contributions | Yes (builds CPP retirement) | No |
| RRSP room | Creates RRSP contribution room | Does not |
| Personal tax deduction | No | Dividend tax credit |
| Corporate deduction | Yes (reduces corp income) | No (paid from after-tax corp income) |
| EI eligibility | Yes (if you opt in) | No |
| Childcare deductions | Need earned income | Doesn’t count |
| Withholding | T4, payroll remittances | T5, simpler |
| Most common strategy | Pay salary up to RRSP max ($60K-$80K), take rest as dividends |
Optimal Salary/Dividend Mix Example ($100K Corp Revenue)
| Component | Amount |
|---|---|
| Salary | $65,000 (creates RRSP room of ~$11,700) |
| Corporate tax on remaining $35,000 | $4,270 |
| Dividends (rest) | $30,730 |
| Personal tax on $65K salary | ~$11,500 |
| Tax on dividends (eligible) | ~$2,500 |
| CPP on salary | ~$3,700 |
| Total all-in tax | ~$21,970 |
Costs of Incorporation
One-Time Costs
| Item | Cost |
|---|---|
| Incorporation (federal) | $200 (online) |
| Incorporation (lawyer-assisted) | $1,000-$2,500 |
| Provincial registration | $0-$200 |
| Initial setup (minute book, shares) | Included with lawyer |
| Business number (CRA) | Free |
| Total to incorporate | $200-$2,700 |
Ongoing Annual Costs
| Item | Cost |
|---|---|
| Corporate tax return (accountant) | $1,500-$3,000 |
| Personal tax return (if complex) | $300-$800 |
| Bookkeeping | $1,200-$3,600/year ($100-$300/month) |
| Annual filing (federal/provincial) | $20-$60 |
| Business bank account | $5-$10/month |
| Payroll processing (if salary) | $20-$50/month or DIY |
| Total annual overhead | $3,200-$7,500 |
Breakeven Income Level
| Annual Overhead | Tax Savings Needed | Net Income Threshold |
|---|---|---|
| $3,500 | From deferral + income splitting | ~$60,000-$70,000 |
| $5,000 | From deferral + income splitting | ~$80,000-$90,000 |
| $7,500 | From deferral + income splitting | ~$100,000+ |
Liability Protection
| Scenario | Sole Proprietorship | Corporation |
|---|---|---|
| Client sues for $100K | Personal assets at risk | Only corporate assets at risk |
| Business debt default | Creditors can seize personal assets | Personal assets protected (unless personal guarantee) |
| Professional negligence | Personally liable | May still be personally liable (for regulated professions) |
| Lease/contract disputes | Personal liability | Corporate liability |
Limitation: If you personally guarantee a business loan (which banks often require), incorporation does not protect you from that specific debt.
Decision Checklist
| Question | If Yes → Incorporate | If No → Stay Sole Prop |
|---|---|---|
| Net income over $60K-$80K? | ✓ | Stay sole prop |
| Can you leave 30%+ of income in the corporation? | ✓ | Incorporation benefit is minimal |
| Need liability protection? | ✓ (at any income) | Less urgent |
| Want to income split with family? | ✓ | Simpler as sole prop |
| Plan to grow or hire? | ✓ | Sole prop may suffice |
| Are you comfortable with additional admin/costs? | ✓ | Stay sole prop for simplicity |
| Is this a long-term business (not just a short-term gig)? | ✓ | Incorporation has ongoing costs |