Further to the recent Tax Tip (06-04), Ontario now allows family members of doctors and dentists to own non-voting shares in professional corporations.
The regulations developed by the Ontario Government included the phrase "directly or indirectly" in describing how the shares could be held. It was our initial understanding that this meant that a holding company could be used by the health professional or a family member. Following a further review and discussions with the governing bodies, we now understand that a doctor or dentist cannot use a holding company to hold shares of a professional corporation. The College of Physicians and Surgeons of Ontario has made it clear that "holding companies may not own shares in medicine professional corporations."
Given these regulations, there are limited creditor-proofing possibilities for medical and dental professionals. Assets retained by a professional corporation are subject to claims by creditors. Medical and dental corporations have never had creditor protection in respect of professional services. However, it was anticipated that holding companies would be allowed, giving protection against other liabilities. This is not permitted at present.
The accumulation of funds could affect the client's ability to claim the capital gains exemption. If the professional corporation's business assets are less than 90% of the total assets, the shares of professional corporation will not qualify for the $500,000 capital gains exemption.
This revised interpretation should be taken into account in determining whether a professional corporation is appropriate for a medical or dental professional.
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