Area of Law: Business & Corporate Law
Answer # 206
What is a sole proprietorship?Region: Ontario Answer # 206
A sole proprietorship is a business that is owned by one person. It is the simplest type of business to start. There are several important features of a sole proprietorship. First, the business and the owner are considered to be one entity under the law. Second, all the assets of the business are personally owned by the sole proprietor. Third, the sole proprietor is not considered an employee of the business. Because of this, the sole proprietor is not eligible for Employment Insurance if the business fails, (although benefits are available for parental and maternity, sickness and compassionate care reasons). The sole proprietor is not paid a salary, but instead can take money from the business through personal drawings.
Owning a sole proprietorship has several advantages and disadvantages, including important tax implications.
One of the advantages of being a sole proprietor is that you can be your own boss. You can make business decisions without having to ask anyone else. You also get to keep the profits from the business and you have the freedom to end your business whenever you want. A sole proprietorship is the easiest form of business to start. And, although you need to keep separate accounting records for the business, you only need to file one tax return.
Owning a sole proprietorship also has disadvantages:
- The owner is personally responsible for all aspects of the business.
- If the business is being sued, so is the business owner.
- If the business owes money, the business owner is responsible for the debt, and the owner may have to use personal assets to pay. If the owner cannot pay the debts of the business, he or she may have to claim personal bankruptcy.
- The only way to transfer ownership of a sole proprietorship is to sell the assets of the business (as opposed to selling shares such as with a corporation) to someone else. This is not attractive to a buyer because they will not be able to take advantage of their personal capital gains exemption if they, in turn, sell the business. Otherwise, the life of the business ends when the sole proprietor dies.
There are also important tax implications of operating a sole proprietorship. Net business income from a sole proprietorship must be included as part of the sole proprietor’s personal income. However, if the business suffered a loss, the owner can deduct the loss from other income he or she has received for that year. This will lower the overall taxable income of the owner and reduce the amount of personal income tax that must be paid. If the business made a profit, the profits are taxed at the owner’s personal income tax rate. In general, it is better from a tax standpoint to be a sole proprietor if you expect the business to lose money in its early years and you have income from another source, such as employment income. You may be eligible to apply to use a fiscal period other than a calendar year for calculating and paying taxes, but you will not usually be able to defer taxes this way.
Business taxation can be very complicated, and it is usually a good idea to contact a tax lawyer or a chartered accountant to determine the tax implications of your particular situation. Normally, sole proprietorships are best for businesses earning a small profit, and which do not have significant liability concerns.
NEW Ontario Business Registry
Businesses can now complete over 90 transactions online through the new Ontario Business Registry. This includes:
- register a new business name
- renew an existing business name
- dissolving an existing business
- incorporate, dissolve and change a corporation or not-for-profit or charity
- search for a business or not-for-profit corporation
- file notices and other documents under other business law statutes
Currently, mailing or emailing documents is also still available.
Registering existing business: Existing businesses and not-for-profits who wish to access their profile or file documents using the Registry will require a Company Key. Businesses can submit a request for their company key at Ontario.ca/BusinessRegistry.
New businesses and not-for-profits should visit the Ontario Business Registry: all services page for instructions on how to create and register their new business.
Anyone can do a free search of the Ontario Business Registry to get basic information about a business or not-for-profit corporation.
Some offices closed
As a result of the launch of the new Registry, six service counters across Ontario will no longer endorse articles submitted under the Business Corporations Act. As well, the ServiceOntario counter at 375 University Avenue in Toronto has closed. Visit ServiceOntario for information on what offices are still open and what transactions can be completed in-person.
Visit ontario.ca for a listing of Ontario Small Business Enterprise Centre locations where you can go for help to start and grow your business. Visit Canada Revenue Agency for information regarding the tax implications of owning your own business.
Looking to get insurance coverage for your new business? Get a free Sole Proprietorship Insurance quote today!
Get legal help
For legal advice and assistance with forming a sole proprietorship or starting another form of business, and for other business issues, contact our preferred experts at Kalfa Law, or call them now at 1-800-631-7923.
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