When Should I Incorporate My Business?

To Incorporate or Not to Incorporate

Should I Incorporate my business… This is a very common question, and the answer isn’t always clear. It depends on your current situation, your future plans, and some best/worst-case scenario analysis. We’ll look at the various factors/benefits and drawbacks.

If you’re not incorporated…

If your business is not incorporated, you report your business income and expenses with a schedule on your personal tax return. The net income is included in your taxable income and you pay tax based on your marginal personal tax rates. On the flip side, if you have a net loss, that amount can be deducted from your other sources of income.

What does it mean to Incorporate?

When you Incorporate a business, you create a separate legal entity. Your business operations occur within this entity.

What are the benefits to incorporating:

1. Separate legal entity. Corporations can own property, obtain loans, and enter into contracts. If the owner happens to die, the corporation lives on.
2. Easier access to capital. Corporations can often borrow money at lower rates or more diverse lending options.
3. Lower tax rates. In Alberta, the small business corporate tax rate is 11%. This rate is considerably less than the marginal personal tax rate of 25%-48% in Alberta. This personal tax rate doesn’t include the Canada Pension Plan payment requirements of up to $6,332.90 (based on 2021 rates).
4. Limited liability. A corporation can protect you from being personally liable for certain business liabilities.

What are drawbacks of incorporating:

1. Corporate tax filing requirements. The cost of preparation of a T2 Corporate tax return is often significantly higher than that of a business schedule on a personal tax return.
2. Record-keeping requirements. In addition to the revenues and expenses, you’ll need to track the assets and liabilities of the corporation. This can add considerable costs in record/bookkeeping.
3. Other costs. It costs money to incorporate: the basic costs to incorporate, a name search, maintaining your corporate Minute Book, and Annual Return filings.

Should you Incorporate your Business?

Answer: That all depends on your circumstances. The benefits must outweigh the additional costs and filing obligations. Here are some factors to consider when looking at your options:

1. What are your earnings in your business? Do you earn at least $20,000 more than what you need to live on and would appreciate saving on personal tax? This is the point where the benefits start to make sense when considering the cost of incorporation. If you have net business losses in the start-up phase of your business, it may be beneficial to NOT incorporate and use the losses to offset your earnings from other sources. In the same way, if your business earns approximately what you require to live on, there are generally very few tax savings to warrant the costs and efforts involved in incorporating.
2. Do you have other business partners or a need to raise money? Incorporating can add flexibility in how owners are compensated. Corporations also have more flexibility in obtaining financing from lenders or raising capital through investors.
3. What sort of risks is inherent to your business? Can someone sue you? What is the likelihood of a lawsuit? If there is a chance that you could have uninsurable losses, you may wish to consider incorporating. The corporate entity could shield personal assets from lawsuits or unforeseen business operation losses.
4. Do you have other needs? Do you require the appearance of being a little more established or sophisticated in the business world? Will potential customers/clients respect you more if you’re incorporated? Perhaps you simply won’t qualify to obtain a sales contract if you’re not incorporated.

Let’s take a look at some real-life examples.

Scenario 1:

Dylan is a fantastic artist and his friends have convinced him to sell his works online. He works at building this dream in his spare evenings and weekends. He’s using his savings and day job earnings to fund the start-up costs for his new business. It’ll take time to establish his brand, build his website, and perfect his product before sales start to increase.

Dylan should probably NOT incorporate. He will likely have a net loss from his first year or two of operations. These losses can be used to reduce his other forms of taxable income on his personal tax return. He’s better off avoiding the excess costs to incorporate and enjoy the personal tax savings writing off his business losses.

Scenario 2:

Casey is a real estate agent. Casey has been reporting their net business income on their personal tax returns for years. Over the last few years, Casey has found that the earnings from business activities are quite a bit more than what they require to comfortably live on.

Casey could likely benefit from incorporation. When net business income is at least $20,000 more than what is required for living, earning money through a corporation (and benefiting from small business tax rates) can be a fantastic way to defer some tax. Casey would draw from the corporation when they need to live on and report the related compensation (salary and/or dividends) on their personal taxes. Excess earnings remain in the corporation and are not taxed personally. The greater the earnings over the living requirements, the greater the tax deferral. A business owner earning a net $400,000 while only requiring $90,000 can see tremendous tax savings from incorporation making it well worth the costs to incorporate.

Scenario 3:

Ava, Marissa and Lauren are Engineers. They want to combine their efforts and offer consulting and design services. Marissa is only able to work half-time as she has demanding family obligations. They wish to take advantage of as many research grants as possible.

This Engineering company would benefit from Incorporation for a number of reasons:

• A separate entity would allow for flexibility in allocating compensation to its various owners. All three can be equal owners of the corporation, but their wages can be determined based on their efforts.
• Many grants require that businesses be incorporated in order to receive funds. The company may also require bank financing for projects/equipment.n incorporated company may appear more sophisticated to potential customers/clients/collaborative partners. There is a strong chance that certain contracts may require the company to be incorporated.

Scenario 4:

Martin has worked as a truck driver for years. He’s always dreamed of owning his own rig and being his own boss. He has finally saved enough for a down payment on a truck and has lined up fairly steady work allowing him to quit his day job.

Martin may wish to consider incorporating. With his line of work, there is potential for accidents. Should the unthinkable happen and insurance not fully cover the fallout, his personal assets could be exposed to this liability. The separate corporate entity would allow him to declare bankruptcy within the corporation and walk away from the liabilities.

Keep in mind that situations can always change in your business. If it doesn’t look like now is the right time to incorporate, it’s fairly simple to incorporate at a later date. Talk to your experienced, qualified Chartered Professional Accountant about the right path for you. If you don’t yet have a trusted advisor, we’d be happy to help!