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Proprietorship, Partnership or Corporation... What’s the Difference? PDF Print E-mail

This information should just be regarded as a primer when trying to decide on a form of business organization.  Consult a professional accountant regarding your situation before deciding on a particular form.

Proprietorship is a simple form of business organization


Registration: You will want to register a name with the Corporations Branch if you have a catchy name that you don’t want anyone else able to use.  If you will be collecting GST or PST, then you need to register with CRA and/or the province.  
Debts: As a sole proprietor, you are responsible for all debts of the business.  A creditor may go after your personal assets to settle a claim.  You have unlimited liability. 

Taxation: Profits from the business in any year are taxed at the owner’s personal tax rate.

Continuity: A sole proprietorship can not be sold.  The business assets can be sold and an amount received for the name, but there is not separate entity to ‘sell’. 

Partnerships are set up with an agreement between people to operate a business


Registration: You will want to register a name with the Corporations Branch if you have a catchy name that you don’t want anyone else able to use.  If you will be collecting GST or PST, then you need to register with CRA and/or the province. 

Debts: Debts are the responsibility of both partners and a creditor can go after personal assets to settle a claim.  Each partner has unlimited liability. 

Taxation: Profits from the business in any year are shared (according to the agreement) and taxed at each partner’s personal tax rate.   

Continuity:
A partnership can not be sold.  The business assets can be sold and an amount received for the name, but there is not separate entity to ‘sell’.   Partners can enter and exit the partnership through revising the agreement.   

Limited Partnerships are as above for the general partners (those actually running and managing the operations of the business), but there can be additional limited partners who do not run or manage the business, but are simply putting capital into the business.  The limited partners are not liable for the debts of the business beyond the capital they have put it.

Corporations (Limited Companies) a separate legal entity from its owners


Registration:
They are formed by submitting articles of incorporation through the provincial or federal office who then registers the corporation and assigns it a number or name.  You will want to register a name with the Corporations Branch if you have a catchy name that you don’t want anyone else able to use.  The corporation is registered with CRA and the province regardless if you will be collecting GST or PST.  

Debts: Debts are generally the responsibility of the corporation, not the owners (shareholders).  Get professional advice if this could be an issue. 

Taxation: Profits from the business are taxed at a corporate tax rate.  Cash flows from the corporation to the owners can be managed to maximize tax advantages and can take the form of management salaries, bonuses and dividends to name but a few.   

Continuity: A corporation can be bought or sold.  Owners can enter and leave the corporation simply by selling their shares of the corporation.