Short answer: a professional corporation keeps the same minute book as any other corporation, plus the paperwork its regulator requires: the certificate of authorization or permit, its annual renewals, and notices of changes to shareholders, directors and articles. Because only certain people may own shares, an accurate share register matters even more.
This guide covers the rules for physicians, dentists, lawyers, accountants and other incorporated professionals in Canada and the United States, and what to keep in the minute book as a result.
What makes a professional corporation different
A professional corporation is an ordinary business corporation with extra conditions set by statute and by the profession’s regulator. The details vary, but the same themes come up everywhere:
- Who can own shares is restricted, usually to licensed members of the profession, sometimes with room for family members to hold non-voting shares.
- Directors and officers often have to be shareholders who are members of the profession.
- The regulator authorizes the corporation with a certificate of authorization, permit or registration, usually renewed every year.
- Changes must be reported, often within a set number of days, and sometimes before they happen.
- The name and the business are restricted. In Ontario, the name must include “Professional Corporation” and the articles must limit the business to the profession and related activities, including investing surplus funds.
Each of these rules shows up in the minute book. The share register has to prove that every shareholder was eligible, and the regulator’s paperwork sits alongside the usual resolutions.
Canada: the rules in Ontario, BC and Alberta
Rules come from the corporate statute and from each profession’s regulator. Fees below are for 2026 and change yearly.
| Profession and regulator | Shares, renewal and changes |
|---|---|
| Ontario physicians (CPSO) | Voting shares held by physicians; non-voting shares may be held by a spouse, child or parent, or in trust for minor children. Annual renewal ($175). Report changes in physician shareholders within 15 days. Holding companies may not own shares. |
| Ontario dentists (RCDSO) | Same family rule as physicians. Certificates expire August 31; renewal is $175 by July 31. Tell the College when a voting dentist shareholder is added or removed. |
| Other Ontario health professions | All shares held by members of the college. |
| Ontario lawyers and paralegals (Law Society of Ontario) | All shareholders must be licensees. Renew by December 31 ($226). Notify the Society immediately of changes to the corporation’s information or articles. |
| Ontario accountants (CPA Ontario) | Shareholders are members or registered professional corporations. Changes to shareholders, directors, officers or articles must be disclosed 30 days before they happen. |
| BC health professions (for example CPSBC) | Voting shares held by licensees or qualifying holding companies; non-voting shares may also be held by family members, including siblings, or approved trusts. CPSBC permits expire on the last day of February ($135). Notify the College of changes as soon as practicable. |
| Alberta health professions (physicians, dentists, chiropractors, optometrists) | Voting shares and directorships held by regulated members; non-voting shares may be held by a spouse, common-law partner or child, or in trust for minor children. Annual permit. Report changes in ownership, directors or name within 15 days. |
British Columbia’s new Health Professions and Occupations Act came into force on April 1, 2026, so check your college’s current guidance if you set up your corporation before then.
United States: PCs, PAs and PLLCs
Most states let licensed professionals form a professional corporation (PC). Some use the name professional association (PA), and many also allow a professional limited liability company (PLLC), which is an LLC rather than a corporation and keeps different records. Examples:
- California (Moscone-Knox Professional Corporation Act): shares may be issued only to licensed persons, and shares issued in violation are void. Many professions need a certificate of registration from their regulator, though medical and dental corporations do not. A PC with one shareholder needs only one director. California does not allow LLCs to provide professional services.
- New York (Business Corporation Law, Article 15): shares may be issued only to licensed individuals who practise, or will practise, in the corporation, and the name must end with “Professional Corporation” or “P.C.” At least every three years, the corporation must send its licensing authority a statement listing every shareholder, director and officer and certifying they are licensed.
- Texas: PCs follow the ordinary corporation rules, but physicians practise through a professional association or a PLLC instead. An owner who loses their licence must give up their interest.
Apart from these conditions, a PC keeps the same minute book as any other corporation: bylaws, minutes or written consents, a stock ledger and the state’s annual report.
What to keep in a professional corporation’s minute book
Start with everything any corporation keeps: articles, bylaws, minutes and resolutions, registers and annual filings. Our guide do you need a lawyer to maintain your minute book? lists them. Then add:
- The regulator’s authorization: the certificate of authorization, permit or registration, and each renewal.
- Renewal filings, such as the corporate profile reports and directors’ declarations that Ontario health colleges ask for.
- Every notice to the regulator about changes in shareholders, directors, officers, name or articles, with the date it was sent.
- A resolution for every share issuance and transfer, and a register that shows each shareholder was eligible when they received their shares.
- Articles with the professional restrictions, and any amendments sent to the regulator.
- Evidence of required insurance, where the regulator requires it. CPA Ontario, for example, requires firms to carry professional liability insurance.
- A shareholder agreement that says what happens to a shareholder’s shares on death, divorce or loss of licence.
The annual routine
- Renew the regulator’s certificate or permit before the deadline. Put the date in your calendar; it is often not the same as your fiscal year-end.
- Pass the annual resolutions: approve the financial statements, elect directors, appoint officers and deal with the auditor.
- Record every dividend with its own resolution, including dividends on non-voting shares held by family members where that is allowed.
- File the annual return or annual report with the corporate registry.
- Check that every shareholder, director and officer is still eligible, and that the registers match what the regulator has on file.
Events that need quick action
- A shareholder loses their licence. Their shares usually have to be transferred or redeemed. In Texas, the owner must give up their interest and the corporation must buy it.
- A shareholder dies or divorces. Ontario’s statute says this does not on its own invalidate the certificate, and Alberta allows 90 days to fix the ownership. The share transfers, resolutions and register updates still have to follow.
- You add family members as shareholders. Only where your profession allows it, usually as non-voting shares, and usually with notice to the regulator.
- You change the name or the articles. Send the amendment to the regulator. In Ontario, failing to notify the college can make the corporation ineligible.
- A new professional joins as a shareholder. CPA Ontario requires notice 30 days before the change. The other regulators we reviewed want it immediately or within about 15 days after.
A Canadian-controlled private corporation claiming the small business deduction pays a 9% federal rate, against 15% for the general rate. But the “excluded shares” exception to the tax on split income is not available to professional corporations, so dividends to family members can be taxed at the top rate. Talk to your accountant before setting up or paying family shareholders.
Keeping a professional corporation’s minute book online
Minute Book Cloud keeps shareholders, share classes and certificates as records, so you can see at a glance who holds voting and non-voting shares and when each certificate was issued. Store your regulator’s certificate, renewals and notices in the document library next to your resolutions, and give your accountant or lawyer access when you need them.
If your practice has a holding company or more than one corporation, Plus covers up to five. For costs and alternatives, see how much it costs to maintain a corporate minute book.
Common questions
Can my spouse or children own shares in my professional corporation?
It depends on your profession and jurisdiction. Ontario physicians and dentists may have a spouse, child or parent hold non-voting shares, but other Ontario professions require every shareholder to be a member. BC health professions allow family members, including siblings, to hold non-voting shares, and Alberta allows a spouse, common-law partner or child. US professional corporations generally limit shares to licensed professionals. In Canada, also speak with your accountant first: dividends to family members can be caught by the tax on split income.
Does a professional corporation protect me from malpractice claims?
No. Incorporating protects you from many of the corporation’s business debts, but not from liability for your own professional work. Ontario’s Business Corporations Act says so expressly. Keep your professional liability insurance in place.
What happens if I miss my annual renewal?
Consequences vary, and some are hard to reverse. In Ontario, the CPSO issues a notice of revocation and revokes the certificate 60 days later, and a dental corporation certificate that is not renewed by August 31 is revoked on September 1 and cannot be renewed: a new application is required. A Law Society of Ontario certificate expires and is revoked after 12 months. Once revoked, the corporation is no longer a professional corporation.
Can a holding company own shares of my professional corporation?
Sometimes. The CPSO does not allow holding companies to own shares of a medicine professional corporation, while British Columbia’s health professions law allows holding companies that meet set conditions to hold shares. Check your regulator’s rules before setting one up.
This guide is general information about corporate records in the United States and Canada, not legal advice. Rules differ by jurisdiction and change over time. For advice about your corporation, speak with a qualified lawyer or accountant.
Sources
- Ontario Business Corporations Act, sections 3.1 to 3.4
- Ontario Regulation 665/05 (physicians and dentists: share ownership)
- Ontario Regulation 39/02 (health profession corporations)
- CPSO: incorporation issuance and renewal
- RCDSO: health profession corporation annual renewal
- Law Society of Ontario: professional corporations
- Law Society of Ontario: By-Law 7
- CPA Ontario: professional corporations
- CPA Ontario: reporting firm changes
- British Columbia Health Professions and Occupations Act, sections 57 to 59
- CPSBC: renewing a corporation permit
- Alberta Health Professions Act, sections 104 to 115
- California Corporations Code, Moscone-Knox Professional Corporation Act
- New York Business Corporation Law, Article 15 (§§ 1507, 1512, 1514)
- Texas Business Organizations Code, chapter 301
- Canada Revenue Agency: excluded shares under the tax on split income