The approvals all name one applicant
The licence stack is the real reason brewery incorporation rarely waits for a tax argument. The CRA issues the brewer's licence — or a spirits licence for a distillery — to the person who will account for duty, and the AGCO licenses the manufacturing, the taproom's by-the-glass sales and the on-site retail store. Each application takes weeks to months, and each is tied to the applicant's legal identity, so the corporation needs to exist, name cleared and bank account open, before the first form goes in. Our Incorporation service builds exactly that starting point.
| Approval | Issued by | Why the corporation applies |
|---|---|---|
| Brewer's licence or spirits licence | CRA (excise) | Duty accounts, returns and any excise warehouse run under the holder |
| Manufacturer's licence | AGCO | The right to make and sell liquor in Ontario attaches to the licensee |
| By-the-glass licence | AGCO | Every taproom pour is a licensed sale by the named holder |
| On-site retail store | AGCO | Cans over your own counter sell under the same identity |
| Business number, HST and payroll accounts | CRA | Everything above cross-references it |
Founders who start under a personal name or a bare partnership meet the cost later. Assets move into a corporation without much drama — equipment and goodwill can roll in under a section 85 election without triggering tax — but licences roll nowhere. They get amended or reapplied for, on the regulator's timeline, while the business waits.
What the corporate shield is actually for
Alcohol multiplies liability in ways most hospitality never meets. The taproom carries over-service exposure every open evening; the wholesale side puts your label on LCBO shelves and licensee tap lines you do not control, where one contaminated batch becomes a recall across every account at once; the balance sheet carries six figures of equipment debt and a long lease. Insurance answers first, and the corporation stands behind it, keeping those claims against business assets rather than the house.
The shield has known gaps, and they sit exactly where a brewery's cash pressure lives: directors remain personally liable for unremitted HST and payroll source deductions, and excise arrears bring collection powers no structure deflects. The rule is remit first — the corporation protects owners from lawsuits, not from skipped remittances.
Shares for founders, family and a future buyer
Breweries are founded in twos and threes more often than alone, and the share structure has to say plainly what the founders currently assume: equal common shares or not, separate dividend classes so payouts can differ from ownership in a given year, and a shareholders' agreement that settles exits, deadlock and valuation before the brand is worth fighting over.
Family can hold shares on the right facts. Because a brewery earns its income selling goods, the TOSI excluded-shares route can genuinely work for an adult family member of 25 or over holding at least 10% of votes and value, and a spouse putting real weekly hours into the taproom can qualify under the excluded-business test. The exit is the quiet reason to draw all of this correctly on day one: craft brands do get bought, and shares of a qualifying small business corporation carry a $1.25 million lifetime capital gains exemption per shareholder — multiplied across a family whose shares were issued years before the offer arrived.
From articles to first pour, in order
The sequence matters less for tax than for time, because regulators only run in parallel with the build-out if the entity exists when the build-out starts. The order we run:
- Articles filed with share classes drawn for founders and family, not one class of everything.
- Business number registered with HST and payroll accounts; the corporate bank account opened.
- Excise and AGCO applications filed in the corporation's name while the space is being fitted out.
- Insurance bound and the equipment loan signed by the corporation, with any personal guarantee negotiated down to a cap — a term Business Financing Advisory works on alongside the rate.
- A business plan the landlord and the lender can both read — prepared through Business Plans, written by a CPA with a banking background.
Set up this way, the licences, the loan and the ledger all start life on the same name, and nothing needs re-papering the week the tanks arrive. The whole package is quoted in writing after a free 15-minute discovery call at our Mississauga office.
