Deciding on a business structure is one of the more important decisions you’ll make as an entrepreneur. Regardless of whether you’re starting a new business or looking to grow, the business structure you choose should be a reflection of your business goals and give you the best benefits possible.

There are two common business structures most entrepreneurs choose from: sole proprietorship and incorporation. A third business structure is a partnership, which you can learn more about here. For this article, we’ll focus on sole proprietorship and incorporation and how to decide which one is right for you.

DISCLAIMER: This article and any articles linked below were prepared for our audience by the team at Ownr. These articles were created for informational use only. The information contained within these articles is not to be treated as legal advice. Every business will have its own unique circumstances and should consult a legal professional about their situation in detail.

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What is a sole proprietorship?

A sole proprietorship is basically what it sounds like: a business with a sole owner who carries all the responsibilities and makes all the decisions for the business. A lot of newer entrepreneurs choose this as their business type but if you want to incorporate later, you can do that too.

The two most important things to note about choosing a sole proprietorship over incorporating are taxes and liability. If your business ends up making enough money that it puts your personal income tax into a higher bracket (regardless of how much you actually keep for yourself), you may want to consider separating yourself from your business (incorporating).

Knowing the pros and cons of a sole proprietorship can help you decide if this is the business structure for you.

Pros

A sole proprietorship is easy to register, which is one of the reasons why it’s so popular among new entrepreneurs. Here are a few reasons why some entrepreneurs choose to register as a sole proprietorship:

  • Great structure for business owners who are looking to set up their business quickly and affordably.
  • Sole proprietorship offers flexibility and freedom from restrictions that come with incorporating.
  • You as the owner get final say and all income belongs to you.
  • Little risk of losing control of your business.
  • Income tax is a lot simpler than for corporations, provided you keep your finances spic and span.
Business Structures

Cons

Part of the appeal of a sole proprietorship is its simplicity, but that also comes with a couple of factors that might make entrepreneurs shift to incorporating.

Some of the disadvantages associated with sole proprietorship are:

  • No liability protection. This means that all debts, taxes, and legal responsibilities fall directly on the owners’ shoulders, exposing personal property (cars, real estate, savings) to liability.
  • Raising funds is challenging for sole proprietors and you’ll be hard-pressed to find investors who will invest in your business if you’re not incorporated.
  • If you want to sell your business in the future, as a sole proprietor this is more difficult. Capital gains tax can become a barrier to ownership transfer and often, all debts need to be cleared up prior to selling.
  • If you decide to leave as owner or if an owner passes away, the business will dissolve.

How to register a sole proprietorship

If you do decide to register your business as a sole proprietorship, the steps are really quick and easy. The overall process when registering looks like this.

  1. Choose a business name: Choosing a business name can be a lot of fun. Once you land on a few options, you can use a NUANS search to check for the same or similar names. While submitting a NUANS report isn’t generally necessary when registering a sole proprietorship, it comes in handy when trying to see if there are other businesses with the same or a similar name.
  2. Register your business: Sole proprietorship registration is fairly straightforward. Most businesses need to register with the provinces where they plan to operate, so check with your provincial or territorial government. You can find information on the Government of Alberta’s website here. Business Link clients also get 20% off the cost of registering your sole proprietorship when you use Ownr!
  3. Pay the fee and apply for any licenses, permits, and/or sale-tax numbers (GST/HST): Each province has its own fee structure for registering as a sole proprietorship. Again check with your provincial and municipal laws regarding appropriate licenses.

What is incorporation?

Incorporating is quite different from registering as a sole proprietorship and comes with a number of benefits for small business owners.

Incorporating legally separates you from your business. It gives your personal assets protection from debt collections and any legal claims that might arise from business operations. However, there are always some exceptions where the directors can be held personally liable. These are:

  • Any unpaid employee wages and vacation pay, up to six and 12 months, respectively.
  • Employee deductions and remittances, including source deductions for employee income taxes, EI, and CPP contributions.
  • Any GST/HST collections that have not been remitted.

There are a few pros and cons of a corporation business structure:

Pros

The pros of incorporating are fairly substantial, and it can be a great opportunity for those looking for additional benefits and protections:

  • Unlike sole proprietorships, incorporating protects you and your personal assets from the debts of the corporation.
  • Procuring funds is a lot easier as a corporation as investors will be able to buy shares and grantors will see your business as more legitimate.
  • Corporations are taxed under a lower rate than personal income. As a director, you draw a salary and those funds will be taxed under personal income tax rates. The remainder will stay under your company’s name and be taxed under corporate rates.
Business Structures

Cons

The registration process and maintaining your corporation status tends to be the biggest concern for a lot of entrepreneurs. Thankfully Ownr can help to lighten the load, but here are a few common incorporation concerns:

  • Incorporating your business is by far more complicated than registering as a sole proprietorship, which includes documentation such as articles of incorporation and a NUANS report.
  • Keeping your minute book up to date and properly filed on an annual basis can be cumbersome and if not done properly, costly.
  • You no longer have sole authority over business decisions.

How to incorporate

Incorporating your business is a lot more detailed and arduous than registering as a sole proprietorship. There are three ways you can go about doing this: with Ownr, hiring a lawyer, or doing it yourself.

For a complete guide on how to incorporate your business, head over here.

Making the final decision: sole proprietorship or incorporation?

Deciding if you’re going to register as a sole proprietorship or undertake incorporation is a big decision and we hope we’ve helped clear up some of your concerns. Regardless of what business structure you choose, you’ll most likely need some help. Where lawyers can be cost-prohibitive, and DIY isn’t really recommended, there are services like Ownr who can help you get your business off the ground.

Ownr has helped over 50,000+ Canadians not only register, but manage and grow their businesses. Business Link clients can unlock an exclusive promotion by registering their business with Ownr. Save 20% on the cost of registering your sole proprietorship or incorporation when you follow this link.

Check out the full range of services that Ownr provides here.

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