Professional incorporation · Law
A Law Corporation is a BC corporation that holds a Permit from the Law Society of BC under section 81 of the Legal Profession Act. The legal work is part standard incorporation, part Law Society Permit application — and we have walked our own file through both.
The structure
The Law Society of BC sets the structural rules for law corporations. The three that matter most at incorporation:
Share ownership. Voting shares can only be held by lawyers in good standing. Non-voting shares can be held by family members where the Law Society rules permit, subject to the federal Tax on Split Income (TOSI) rules — which are the binding constraint on the income-splitting benefit. Whether a non-voting structure makes sense in a given file is a tax-planning question for the lawyer's accountant.
Corporate name. The Law Society requires the corporate name to identify the lawyer and indicate it is a law corporation. The name has to be pre-cleared with the Law Society before the BC company is filed — otherwise the corporation can be incorporated under a name the Law Society will not approve as a law corporation.
Scope of services. The corporation can only provide legal services and services incidental to legal practice. Other ventures the lawyer is involved in — investment, real estate holding, unrelated businesses — go in separate corporate entities.
The process
We confirm the proposed corporate name with the Law Society before filing the BC company. This avoids the case where the BC name is cleared but the Law Society declines to approve it as a law corporation name.
Standard BC incorporation: articles, share structure (typically common voting plus one or more classes of non-voting if family members are participating), founding resolutions, minute book.
Permit application form, supporting documents (corporate documents, minute book extracts, declarations from the lawyer), application fee. The Law Society reviews; some files require follow-up correspondence.
Once the Permit is issued, the corporation can practise law in BC. Trust account arrangements, professional liability insurance, and Law Society membership records are updated to reflect the corporate practice.
Update banking, accounting, payroll, and any client engagement letters to reflect the corporate practice. The accountant typically takes over from this point on the financial side; we stay involved on the corporate maintenance and the annual Law Society filings.
Frequently asked
A Law Corporation is a BC corporation that holds a Law Corporation Permit issued by the Law Society of BC under section 81 of the Legal Profession Act. The corporation is permitted to provide legal services through its lawyer-shareholder. Like other professional corporations, it is a regular BC company with extra structural rules layered on top — restricted share ownership, a regulator-approved corporate name, scope limits on the services it can provide, and ongoing reporting to the Law Society.
Tax planning is the primary driver — earnings that stay in the corporation are taxed at corporate rates, deferring tax on the portion the lawyer doesn't need for personal living costs. Other reasons include retirement planning (using the corporation as a long-term savings vehicle) and limited income-splitting where the federal Tax on Split Income (TOSI) rules permit it. The math should be confirmed with an accountant — TOSI substantially narrowed the family income-splitting benefit in 2018.
Voting shares can only be held by lawyers (members in good standing of the Law Society of BC). Non-voting shares may be held by family members in some circumstances, subject to the Law Society's specific rules and the federal TOSI regime. Whether a non-voting structure with family members makes sense in a given case is a tax question for the lawyer's accountant.
The Law Society requires the corporate name to identify the lawyer and indicate that the corporation is a law corporation. A common form is "Jane Smith Law Corporation" or "Smith & Associates Law Corporation". Trade names different from the legal corporate name can be registered separately if used for marketing. The name must clear both BC Registries (general name search) and the Law Society (Permit application) before the corporation can practise.
The BC company can be filed in 1 to 3 business days. The Law Society Permit application generally takes 2 to 6 weeks after submission. The lawyer cannot practise through the corporation until the Permit is issued. We co-ordinate timing — typically the BC company is filed first (with a name pre-cleared with the Law Society), the Permit application is submitted, and the practice is transitioned over once the Permit is in hand.
Annual filing with the Law Society to confirm the corporation continues to meet the rules. Annual report to BC Registries to keep the corporation in good standing. CRA tax filings (corporate income tax, GST if registered, payroll if employees). Minute book maintenance — board resolutions for major decisions, share certificate updates, share register and director register kept current. We can act as the registered and records office to keep the minute book up to date.
Yes, a Law Corporation can have multiple lawyer-shareholders. Most BC firms structure each partner with an individual law corporation that, in turn, is a partner in the firm — this isolates each partner's tax planning. A single multi-lawyer Law Corporation is also possible, but adds complexity around shareholder agreements, profit-sharing, and what happens when a lawyer leaves. The right structure depends on the practice arrangement.
Yes — Lime Law Corporation is itself a Law Corporation. The set-up here, the Law Society Permit, the share structure, the naming, the ongoing reporting — we have run our own file and we run files for other BC lawyers and law firms doing the same thing.
Tell us your name (for the Law Society pre-clearance), whether family members will hold non-voting shares, and your timeline. We'll come back with a quote covering the BC company, the Law Society Permit application, and the minute book.