In the province of Manitoba, to incorporate a professional corporation is perfect for people who want to start up their own pro practice and have extra legal room compared to sole proprietor owners. This blog will provide your comprehensive guide for setting up a Manitoba professional corporation, explaining its key features and advantages along with some potential businesses that should consider this structure and steps to be taken through the incorporation process.
Trust me, registering a Manitoba professional corporation is not in the same league as setting up fictitious companies to perform phony CPA audits. A professional corporation (PC) is a type of legal structure in which licensed professionals could operate.

What is Manitoba Professional Corporation?
A Manitoba Professional Corporation is a specific legal Business structure that is available to certain licensed professionals in Manitoba. It allows practitioners, such as physicians, lawyers, Accountants, and other professionals, to incorporate their practices. All licensed professionals must adhere to regulatory standards set by their governing bodies in Manitoba. Registration of a professional corporation requires compliance with the specific regulations and guidelines set by governing bodies.
That means a Manitoba Professional Corporation is a legal structure that allows professionals such as doctors, lawyers, accountants, and engineers to incorporate their practice. It offers legal protection for them while keeping in place control over the practice.
Features of Manitoba Professional Corporation
Licensing Requirements: Typically, anyone can register a Manitoba Corporation without any licensing requirements. However, to incorporate a Manitoba Professional Corporation at least one director must be a licensed professional in the profession. In some professions, all directors must be licensed professional to register a Manitoba Professional Corporation.
For Example: According to the Manitoba Association of Architects the majority of directors of the professional corporation are Registered Members and at least one of the officers of the Professional Corporation is a Registered Member.
Ownership and Shareholders: A Manitoba Professional Corporation ownership is typically restricted to licensed professionals within the same field. According to The Regulated Health Professions Act, s. 61 states each Health profession corporation must-
- each director of the Professional corporation is must a regulated member of the College of Paramedics of Manitoba (CPMB)
- The President of the corporation is must a regulated member of the College of Paramedics of Manitoba (CPMB)
For instance, a medical PC must be owned by licensed physicians. Non-professionals are generally prohibited from owning shares.
Naming requirements: A Manitoba Professional Corporation has naming restrictions as well. For example, By-Laws of the Manitoba Association of Optometrists (MAO). Professional corporation names must include legal suffix as “Optometric Corporation” or “Optometry Corporation” and may be in the following format:
- A full name or initial for each given name or initial shown on your Registration Certificate; and,
- Your full surname as shown on your Registration Certificate.
Names in the following format also will be approved:
- If the Registration Certificate says “Dr. Alpha Beta Smith”:
- Dr. A. B. Smith Optometric Corporation
- Dr. Alpha B. Smith Optometry Corporation
- Dr. A. Beta Smith Optometric Corporation
- Dr. Alpha Beta Smith Optometry Corporation
According to Chartered Professional Accountant Manitoba, firms providing public accounting services are required to use “Chartered Professional Accountant(s)” as part of their firm name. There are some notable naming exceptions as follows-
- The Manitoba Association of Architects says “The name or style under which a Sole Proprietorship, Architectural Firm,
Architectural Corporation or Partnership of Architectural Corporations carries on the practice of architecture shall include the word “architect” or an abbreviation, derivation, or variation thereof approved by the Registration Board
Articles of incorporation limitations: The Professional articles of incorporation must outline that the activities in which the professional corporation will engage are restricted to the given profession. The Manitoba professional corporation must not carry on any business or activity other than the Registered profession and the provision of services directly associated with that practice.
Certification requirements: To incorporate a Manitoba Professional Corporation you must obtain the relevant governing body’s certificate. That certifies that the shareowner(s) or director(s) are licensed professionals.
Renewal of Annual Permits: Every Manitoba Professional Corporation must also renew their Annual Certificate Permits.
For instance: In accordance with the Medical Professional corporation permit must be renewed no later than September 30th each year. The Registrar must notify each medical professional corporation holding a valid permit of the requirements to renew the permit. If a corporation does not renew its permit on or before October 31 of each year or if its permit is suspended or canceled. All permits expire on October 31. Corporations are sent a renewal notice by email in September to complete the renewal online.
In accordance with CPA Manitoba Bylaw 612 (4), membership fees shall be payable annually on April 1. The member registration renewal notices are distributed to members by electronic mail.
The Manitoba Association of Architects also mentions that renewal of a Certificate of Approval shall be made to Council annually, in writing, on or before May 31 in each calendar year
Restricted to practice in Manitoba: All Manitoba Professional Corporation are restricted to practice.
For example, a medical professional corporation restricted to practice only entitles a registrant to practice medicine as a medical corporation in Manitoba. It cannot be used for the practice of medicine in any other jurisdiction.
Another example is, according to the College of Registered Nurses of Manitoba “The Corporation must not carry on any business or activity other than Registered Nursing and the provision of services directly associated with that practice”
The Manitoba Association of Architects also states that “the primary and customary business of the Corporation is the practice of architecture”
Logo Usage Authorization: A Manitoba Professional Corporation can also use a professional logos with a fee.
Like CPA logo may be used only by firm members that meet the CPA profession’s defined standards for membership and are currently in good standing with a practice as defined and regulated by CPA Manitoba.
The Manitoba Association of Architects says “Council shall issue to each Registered Member in good standing, upon written request, a seal which bears the name of the Registered Member, words “Province of Manitoba” at the top and the words “Registered Architect” at the bottom.
Note: Logo may not be used on a commercial product or publication in a way that may directly or indirectly lead others to think that the product or publication is authorized and/or endorsed by the governing body of Manitoba, or that these bodies are associated with these products. The logo must be surrounded by a free.
Why set up a professional corporation?
There are several reasons incorporating a Manitoba professional corporation to incorporate can be advantageous. These are as follows-
- One of the most significant benefits is tax savings since professional corporations typically benefit from lower corporate taxes than individual incomes.
- In addition to that, a professional corporation can shield personal assets from business liabilities (although only for non-professional matters). A professional corporation protects the personal assets of its owners, who could be either individuals or a group of professionals, by offering liability protection.
- Only the same professionals can be the director(s) or shareholder(s) of this Professional Corporation. That will enhance skills and experience.
- A Manitoba Professional Corporation can confer tax advantages. It can take advantage of credits and deductions.
- Family members (spouses, children) can be non-voting shareholders. That will give them dividend transfer ability.
Who can Incorporate a Manitoba Professional Corporation?
Any licensed Individuals working in regulated trades who maintain special skills, such as legal professionals or medical practitioners can register professional corporations. This framework is made for those companies and balances the right amount of control, working range, protections under law. Some of the licensed professional who can incorporate a Manitoba Professional corporation as follows-
- Lawyers
- CPA/Accountants
- Architects/ Engineers
- Doctors/ Health Professions
- Registered nurses
- Registered massage therapists
- Chiropractors
- Psychologists
- Optometrists
Manitoba Professional Corporation: Why You Should Use It and Its Benefits
A professional corporation is more than merely a way of incorporating a corporation. A Professional corporation can have specific tax deferral, income splitting, and retirement planning benefits that make it an excellent choice for career professionals with long careers ahead of them. Further to that, adhering to an association can also help employees establish a strong brand reputation and validate their credibility within the industry.
Professional Corporation Vs Limited Liability Partnership in Manitoba
Although professional corporations and limited liability partnerships (LLPs) both provide some level of protection against personal liability, the two are quite different.
- Manitoba LLPs let professionals work collectively, sheltered from the negligence/plaintiff-side only with respect to their fellow partners’ wrongdoing but do not provide Professional Corporations’ tax advantages. On the other hand, Professional Corporations have greater tax savings shared by lower rates and separate individual liability protection except for malpractice.
- Professional Corporations are Eligible for corporate tax rates, income splitting, and potential deferrals. But, in Limited Liability Partnership (LLP) income is taxed at personal rates.
- Professional Corporation’s ownership is restricted to licensed professionals in the same field. Contrarily, in Limited Liability Partnership Partners must be licensed professionals in the same field, but no ownership restrictions.
- Professional Corporations are Subject to both corporate regulations and professional governing bodies’ requirements. Limited Liability Partnerships are Regulated by the partnership agreement and governing professional bodies, with fewer corporate requirements.
- In Professional Corporation business name must include “Professional Corporation” or rules set by governing bodies and corporation Act. However, In Limited Liability Partnership business name must include “LLP” or “Limited Liability Partnership”
- Professional Corporations are operated by directors/shareholders, with formal corporate governance structure. While, Limited Liability Partnerships are Managed by partners, with shared decision-making as per partnership agreement.
Manitoba Standard Corporation VS Manitoba Professional Corporations
There are also important differences between a standard corporation and a professional corporation. While standard corporations are appropriate for general business use, PCs are only available to licensed practitioners who belong to a regulated field. To allow for both medical and computer rationales, PCs have specific regulatory requirements and restrictions that apply according to the rules of their governing professional body(ies) directly within Manitoba. The differences are-
- Only licensed professionals in regulated fields can form a PC. Any individual or group can form a standard corporation.
- In a Professional Corporation’s business name must include “Professional Corporation” or rules set by governing bodies and the Corporation Act. However, a standard corporation must include “Ltd.,” “Inc.,” or “Corp.” legal suffixes.
- Manitoba Professional Corporations are operated by licensed professionals with formal governance and adhering to both corporate and professional standards. On the other hand, a Manitoba standard corporation is operated by directors/shareholders and only adheres to corporate Law.
- Manitoba Professional Corporation’s scope is limited to services related to the profession (e.g., medical, legal, accounting). But Manitoba standard corporation can engage in a wide range of business activities.
- Manitoba Professional Corporation Best Suited for Licensed Professionals. However, Manitoba standard corporation Best Suited for General businesses across various industries
Incorporate a Manitoba Professional Corporation Manitoba with RegiCorp:
If you are a professional seeking to add to the creation of a Manitoba Professional Corporation, we recommend using RegiCorp which will help facilitate this process. RegiCorp can help with preparing and filing the necessary Manitoba Articles of Incorporation, which will keep you locally compliant while saving time.
Steps to Incorporate a Manitoba Professional Corporation
To register a professional corporation in Manitoba, professionals have been required:
- Determine Your Eligibility: You should Confirm that you meet the eligibility criteria for incorporating a Manitoba Professional Corporation. For eligibility checks, please contact your governing body.
- Choose a Suitable Name for Professional Corporation: After your eligibility check, now select a unique and appropriate name for your Manitoba Professional Corporation. You must ensure that your chosen name complies with regulatory requirements and is available for registration.
- Prepare Articles of Incorporation: This step is the hardest part of incorporating a Manitoba Professional Corporation. Now, draft and prepare the Articles of Incorporation for your Manitoba Professional Corporation. This document outlines key details such as the corporation’s name, purpose, share structure, and the names of the professionals involved.
- Submit Documents to Regulatory Bodies: After name approval and drafting the Article of Professional Corporation you now submit the necessary documents, including the Articles of Incorporation your relevant regulatory bodies who is overseeing your professionals in Manitoba. You also need to obtain any required approvals or consents from them.
- Obtain a Certificate of Incorporation: Upon approval from the governing body, you will receive a Certificate of Incorporation consent letter for Registering the Manitoba Professional Corporation. This document serves as official recognition of the corporation’s legal existence.
- Register with Other Authorities: At this final step, with all the above documents Complete your professional corporation with relevant Government authorities. No worries, to avoid the hassle just fill up RegiCorp Online form and submit it to us. We will do rest of them for you.
Incorporate Manitoba Professional Corporation FAQs
Can I practice my professional practice without incorporating a Manitoba Professional Corporation?
Yes, you can. But you must contact your relevant governing body before starting your practice without incorporating a Manitoba Professional Corporation. For Example-
According to the Manitoba Association of Architects, each Registered Architect who is practicing architecture in the Province of Manitoba can register as a Sole Proprietorship, Partnership as well. But they shall file with the Secretary a Declaration containing
(i) The name and residence address of the principal;
(ii) The name, style, and address of the Sole Proprietorship; and
(iii) The date on which the Sole Proprietorship was formed, together with
any other information that the Council shall prescribe.
Who Can Start a Professional Corporation in Manitoba?
Only Licensed professionals in regulated fields such as healthcare, legal, accounting, and engineering can form professional corporations. These practices require specialized credentials and adherence to professional regulations.
Can I Form a Professional Corporation Without a Manitoba License?
No, only individuals with a Manitoba-issued professional license may establish a professional corporation in the province.
How Long Does It Take to Form a Professional Corporation?
The process generally takes a few weeks, depending on the time required for document preparation, submission, and approval from regulatory bodies.
Can I Incorporate My Practice with RegiCorp?
Yes! RegiCorp can streamline the incorporation process. You can submit your form online. We are helping you prepare and submit the required documents for Manitoba compliance. As we are completely online it will save you time and reduce the administrative workload.
Is the legal suffix “professional Corporation: mandatory to use in a Manitoba Professional Corporation?
No. Although most of the Manitoba Professional Corporations must use “Professional Corporation” as a legal ending, but each regulatory body has its own naming conventions. Please contact your relevant governing body. According to the Manitoba Association of Architects, it is not mandatory, but the word “Architect” must need to be used.
Simply put, it allows professionals to incorporate a Manitoba professional corporation knowing these guidelines and how to follow them. This structure provides legal and financial benefits, alongside ensuring that your business stands firmly with stability in the future.
If you think it is about time to carry on that step, give RegiCorp a call for assistance in getting your Manitoba Professional corporation incorporated with all the ins and outs of having an advantage over others when your professional journey begins.