Teplov CPA Complimentary Review
Considering incorporation

Review whether incorporation fits your IT contracting business

Before incorporating, compare expected income and costs, personal cash needs, contract facts and the ongoing work of running a corporation. Teplov CPA can review the options and identify setup work within an agreed scope.

Common situations

Most contractors who are weighing incorporation arrive with one of these as the starting point.

  • 01 Contract income is high enough that a portion is left unspent after covering personal expenses
  • 02 Currently filing as a sole proprietor and asking whether the structure still makes sense after one or two years
  • 03 A new long-term contract is starting and the agency or client is asking for a corporation
  • 04 Heard about salary and dividend planning but unsure whether it applies at your income level
  • 05 Concerned about PSB risk and wondering whether a corporation provides protection
  • 06 Not sure whether to incorporate federally or provincially, or which province makes sense

What the decision actually depends on

Incorporation is not a yes or no question. It is a set of factors that interact with each other and with your specific contract and income situation.

  • Funds available to retain

    The core question is whether funds can remain in the corporation after personal withdrawals, tax reserves and operating needs. Potential deferral depends on the amount retained and how long it remains there; no single revenue threshold answers this.

  • Small business deduction

    An eligible Canadian-controlled private corporation may claim the federal small business deduction on qualifying active business income, subject to its available business limit (generally $500,000 federally, but the limit can be reduced). Provincial rules vary. Compare the eventual corporate and personal taxes, not just the first-year corporate rate.

  • PSB risk after incorporation

    Incorporation does not eliminate personal services business risk. If your corporation provides services through a staffing agency to a single client and the facts suggest an employer-employee relationship, CRA can still apply PSB rules to the corporation. The structure of the arrangement matters more than the legal form.

  • Fiscal year election

    A new corporation can generally choose a fiscal year-end, including December 31, on its first T2 return. Its first tax year cannot exceed 53 weeks; some corporations have special restrictions. The choice affects filing and payment dates and should fit the business and owner planning.

  • Province of incorporation

    Most IT contractors incorporate provincially in their home province, which is simpler and cheaper to maintain than federal incorporation. Federal incorporation is useful if you operate across multiple provinces or want name protection nationally. Either route requires registration in the province where you operate.

  • Transition from sole proprietorship

    Incorporating mid-year creates two tax periods: the sole proprietorship period and the corporate period. The timing matters for GST/HST registration, final T2125 reporting, bookkeeping continuity, and instalment obligations. Starting a corporation at the beginning of a new contract is usually simpler than converting mid-file.

The federal corporate tax rate for CCPCs on income eligible for the small business deduction is published by CRA at canada.ca/corporation-tax-rates. Federal incorporation is available through Corporations Canada. Provincial incorporation in Ontario is handled through the Ontario Business Registry.

What Teplov CPA handles

Three areas that need to be reviewed before and after the incorporation decision: whether to incorporate, how to set up the new entity, and how to manage the transition.

01 · Timing

Incorporation timing analysis

  • Retained earnings projection at your current contract rate
  • Sole proprietor vs. corporation tax comparison
  • Personal cash needs and ongoing cost review
  • Provincial vs. federal incorporation assessment
  • PSB risk review of the proposed arrangement
02 · Setup

Pre-incorporation setup

  • Fiscal year election planning
  • GST/HST registration for the new corporation
  • Chart of accounts structured for contractor income and owner draws
  • Salary and dividend structure design
  • Shareholder loan account setup
03 · Transition

Transition planning

  • Timing the incorporation around contract start or fiscal year
  • Closing out sole proprietorship records and final T2125
  • First T2 corporate return preparation
  • Instalment obligation review for both periods
  • CRA business number and payroll account registration

The retained earnings question

A qualifying corporation may defer some personal tax when after-tax business income remains inside it. The result depends on eligibility for the small business deduction, the province, corporate costs and how and when the owner withdraws funds. Later salary or dividends can create personal tax.

Retained funds can be reinvested or held for later needs, with their own tax consequences. If most corporate cash must be paid out for personal expenses, the available deferral may be limited. The structure also adds T2 filings, potentially payroll and GST/HST registrations for the new entity, and separate records for owner transactions.

The right question is not whether incorporation saves tax in theory. It is whether your income level and personal spending leave enough in the corporation to make the deferral meaningful at this stage of your contracting career.

Common questions

Q.01 When does incorporation actually make financial sense for an IT contractor?
There is no universal revenue threshold. Compare projected profit, personal cash needs, corporate operating and filing costs, province and the proposed contract. A review can test those inputs before a business structure is chosen.
Q.02 Does incorporating protect me from PSB risk?
No. The PSB rules specifically apply to a corporation in circumstances where the incorporated employee would reasonably be considered an employee of the client if the corporation did not exist, subject to the statutory conditions. CRA looks at the working arrangement as well as the legal structure.
Q.03 Should I incorporate federally or provincially?
Most IT contractors incorporate provincially in their home province. Provincial incorporation is less expensive to set up and maintain, and is sufficient for contractors who work in one province. Federal incorporation under the Canada Business Corporations Act offers national name protection and is useful if you operate across multiple provinces. Either route requires extra-provincial registration in any province where you carry on business.
Q.04 What is the small business deduction?
It can reduce the federal tax rate on qualifying active business income of an eligible Canadian-controlled private corporation, subject to the available federal business limit, generally $500,000 before applicable reductions. Provincial limits and rates vary. Any personal tax on later salary or dividends must also be considered.
Q.05 Can I incorporate mid-year?
Yes, but mid-year incorporation creates two separate tax periods: the sole proprietorship period reported on T2125, and the corporate period reported on a T2. The transition requires careful bookkeeping to separate the two periods, coordinate GST/HST registrations, and avoid double-counting income. Starting a corporation at the beginning of a new contract or calendar year is typically simpler.
Q.06 How do I pay myself from a corporation?
The two primary methods are salary and dividends. Salary creates earned income for RRSP contribution room and is deductible to the corporation. Dividends are paid from after-tax corporate income and taxed personally at dividend rates. Most incorporated contractors use a combination of both, and the optimal mix depends on personal income needs, provincial rates, RRSP room, and the corporate tax position for the year.
How Teplov CPA engagements begin
  1. 01Book a 15-minute introduction call
  2. 02Initial Review of your current filings and records
  3. 03Agree on scope and organize initial actions in the Client Workspace
See the full process →
Weighing the decision

Weighing incorporation before the next contract starts?

Share anticipated revenue and costs, personal withdrawals, province, proposed contract and current business structure. The initial enquiry starts a discussion; scope and fees are confirmed through the engagement process.