Incorporate · By Situation

Incorporate as an independent contractor.

It depends entirely on whether you're a genuine business or an employee in disguise. If you have several clients and control how you work, incorporating can save real tax. But if you bill a single client, on their schedule, with their tools, the CRA may treat your corporation as a personal services business, which loses the small-business deduction and most write-offs. Read the PSB section before you file.

Ontario Numbered Corporation

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Should an independent contractor incorporate?

It depends entirely on whether you're a genuine business or an employee in disguise. If you have several clients and control how you work, incorporating can save real tax. But if you bill a single client, on their schedule, with their tools, the CRA may treat your corporation as a personal services business, which loses the small-business deduction and most write-offs. Read the PSB section before you file.

The personal-services-business trap: the thing you have to understand first

This is the single most important topic for any independent contractor considering incorporation, and it's the one most people aren't warned about. If you incorporate but then work essentially as an employee of one client (under their direction, on their schedule, using their equipment, for a single company that would otherwise just hire you), the CRA can classify your corporation as a "personal services business" (PSB). This is the classic "incorporated employee" scenario.

The consequences are severe. A PSB is denied the small-business deduction entirely, so instead of roughly the 12.2% Ontario small-business rate, its income is taxed at a punitive combined rate around 44.5%. Worse, a PSB can't deduct most normal business expenses (no equipment, no home office, no supplies), only salary paid to the incorporated employee and a few narrow items. In other words, a PSB gets the worst of both worlds: corporate paperwork with none of the corporate tax benefit. That's why this must come first, before any discussion of savings.

The rules apply across every trade and skill: IT contractors, tradespeople, drivers, project managers, anyone billing through a corporation. It doesn't make you a wrongdoer; it just means incorporating may not help you the way you hoped if your working relationship looks like employment.

How to look, and actually be, a real business

The way to stay out of PSB territory is to genuinely operate as an independent business, not to paper over an employment relationship. The CRA weighs the whole picture, but the factors that matter most are: whether you have multiple clients over time; who controls how, when and where the work gets done; whether you supply your own tools and equipment; whether you bear financial risk and can profit from good management; and whether you could send a substitute or subcontract the work.

Concretely, that means writing contracts for deliverables or outcomes rather than hours, using your own equipment, setting your own methods and schedule where you can, invoicing several clients, and being free to take on other work. The more of these are true, the less you look like an employee, and the safer your small-business deduction is.

If you're a contractor with a healthy roster of clients who control their own work, you're the person incorporation was designed for. If you're effectively one company's staff member with a corporation wrapped around you, no amount of formatting on an invoice changes the substance, and the CRA looks at substance.

When incorporating genuinely pays off for a contractor

For a genuine independent contractor, the case is the same as for any small business, and it's a good one. Retained earnings (money the corporation earns but you don't draw out) are taxed at roughly 12.2% on the first $500,000 of active income instead of your personal marginal rate, which climbs past 43% well before six figures. If you bill more than you spend, that gap is real tax deferral and real money.

You also get limited liability: the corporation's contractual obligations and debts are generally its own, not yours personally, which matters as your projects and the dollars involved grow. And many larger clients and agencies simply prefer, or require, contracting with an incorporated business rather than an individual, so incorporating can be the price of admission to bigger work.

A reasonable gut-check: once you're consistently netting north of $60,000–$100,000, have (or are building) multiple clients, and don't need all the income to live on, sit down with an accountant and run the numbers. That's when incorporating tends to earn its roughly $580 setup and yearly accounting.

When incorporating won't help: the honest version

Some contractors are better off not incorporating, and it's worth saying plainly. If you have one client, work like their employee, and would fail the PSB test, incorporating can actively cost you money (punitive tax and lost deductions) versus simply being an employee or a sole proprietor. Incorporating doesn't convert an employment relationship into a business; it just adds paperwork on top of one.

Likewise, if your contracting income is modest and you draw all of it out to live, the tax-deferral benefit is small and may not cover the ongoing costs. And if your "business" is really you personally, with no separation of tools, control or clients, the liability protection is weaker than it looks: courts can disregard the corporation where it's a mere shell for what is really personal work.

None of this is a reason to avoid incorporating when it fits. It's a reason to be honest about your actual situation first. If you're unsure which side of the line you're on, a short conversation with an accountant before you file is the cheapest money you'll spend.

How CorpStart incorporates a contractor

You complete a short questionnaire (numbered or named, director and shareholder details, your Ontario registered office address, and share structure), and we flag anything that looks off before you pay. It takes about fifteen minutes.

We prepare your Articles of Incorporation, By-law No. 1, organizing resolutions and share registers, and file with the Ontario Business Registry, accepted immediately, with your digital minute book emailed the same day. CorpStart prepares the incorporation documents; whether incorporating helps your specific contracting arrangement, and whether you'd pass the PSB test, is a question for your accountant, and we'd rather you ask it first.

From contractor to incorporated: the right order

The PSB check comes before the filing, not after.

  1. 1

    Sanity-check the PSB risk

    If you'd bill a single client, on their schedule, with their tools, talk to an accountant first: you may be a personal services business, and incorporating could cost you money.

  2. 2

    We prepare and file

    CorpStart drafts your Articles, By-law No. 1 and resolutions and files with the Ontario Business Registry, accepted immediately, minute book the same day.

  3. 3

    Operate like a real business

    Invoice multiple clients where you can, use your own tools, contract for outcomes, and keep corporate finances fully separate, the substance that keeps your small-business deduction safe.

Genuine independent business vs. personal services business (PSB)

Genuine independent business vs. personal services business (PSB)
FactorGenuine independent contractorPersonal services business (PSB)
Number of clientsSeveral, over timeEffectively one
Who controls the workYou doThe client does
Tools and equipmentYoursThe client's
Small-business deductionYes, ~12.2% rateNo, punitive rate (~44.5%)
Business expense deductionsNormal deductions allowedMostly denied
Should you incorporate?Often yesUsually no, get advice first

Frequently asked questions

What is a personal services business, in plain terms?

It's an "incorporated employee": someone who bills a single client through a corporation while working like that client's employee (their direction, schedule and tools). The CRA treats such a corporation as a personal services business, denying the small-business deduction and most expense write-offs and taxing it at a punitive rate around 44.5%.

How do I avoid being classified as a PSB?

Genuinely operate as an independent business: have several clients, control how and when you work, use your own equipment, bear financial risk, contract for outcomes rather than hours, and be free to subcontract or take other work. The CRA judges the substance of the relationship, not the wording of your invoices.

I only have one client right now. Should I incorporate?

Be cautious. If you work under that client's direction with their tools, incorporating could make you a personal services business and cost you money. Incorporation works best when you have, or are actively building toward, multiple clients and real control over your work. Talk to an accountant about your specific setup before filing.

Does incorporating give me liability protection as a contractor?

Generally yes: the corporation's debts and contractual obligations are its own, not yours personally, which matters as your projects grow. It's not absolute: you remain responsible for your own negligence and any personal guarantees, and courts can disregard a corporation that's a mere shell for purely personal work.

When does incorporating actually save a contractor money?

When you're a genuine independent business earning more than you draw out, since retained earnings taxed at roughly 12.2% instead of your personal rate is real deferral. As a rough gut-check, once you're consistently netting north of $60,000–$100,000 with multiple clients and don't need all of it, run the numbers with an accountant.

A genuine business? Let's file.

Your contracting corporation, done right.

$279 service fee + $300 Ontario government fee. Filed with the Ontario Business Registry and accepted immediately, digital minute book the same day, once you've confirmed incorporating fits your situation.

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CorpStart is a document preparation service, not a law firm. The information on this page is general in nature and does not constitute legal or tax advice. For advice specific to your situation, consult a licensed lawyer or accountant.