The Monday-after pattern is the one the rules were written for
A personal services business is a corporation through which someone works who would reasonably be regarded as an employee of the client if the corporation did not exist. An executive who resigns on Friday and bills the same employer on Monday, for the same work, at a monthly fee suspiciously close to the old salary, sits squarely inside that description. The consequences are severe: no small business deduction, a combined Ontario rate around 44.5%, and deductions cut back to little beyond the salary the corporation pays you. There is a statutory escape for corporations that employ more than five full-time people throughout the year, which describes almost no new consultancy.
None of this makes the engagement off limits. It means the first year cannot simply reproduce the old job with an invoice on top, and that the difference has to live in facts a CRA reviewer can see.
Evidence that reads as a practice, not a package
The determination looks at the whole relationship, and consultants hold better raw material than most contractors, because the ordinary paperwork of consulting, engagement letters, deliverables, milestones, is itself the evidence. What we help clients put in place from the first mandate:
| Looks like the old job | Looks like an independent practice |
|---|---|
| Open-ended monthly fee near the old salary | Fees tied to defined deliverables or milestones |
| Duties assigned as the months go by | An engagement letter with scope, deliverables and an end date |
| Their office, their laptop, their org chart | Your methodology, your templates, your own equipment |
| Exclusivity, stated or assumed | A second client, even a modest one, taken early |
| Paid the same regardless of outcome | Fixed-fee exposure, rework at your own cost |
The insurance file pulls in the same direction. Professional liability insurers expect a signed engagement letter behind every mandate, with a defined scope and a limitation of liability, and they expect the named insured to be the party that signed it. A corporation that contracts in its own name, carries its own errors-and-omissions policy and bears real rework risk is hard to describe as an incorporated employee.
No licence, no professional corporation: an ordinary company, set up well
Management consulting is not a regulated profession in Ontario, so there is no governing body to consent to your articles and no professional-corporation regime to satisfy; a CMC designation is a credential, not a licence. An ordinary Ontario corporation, common shares to you, you as sole director, does the job, and a numbered company is fine when clients are buying your track record rather than a brand. We authorize additional share classes for the future a practice might have, a holding company, an eventual freeze, without pretending family dividends work today, since TOSI leaves a services corporation little room for them. What retention at the small business rate is actually worth, and how owner pay should be designed around it, is the tax planning conversation that follows incorporation.
Order of operations, first engagement in mind
Our Incorporation service runs the whole setup as one project, quoted in writing after a free 15-minute discovery call:
- Articles and minute book, with the share structure above and nothing exotic bolted on.
- The engagement letter in the corporation's name. The client contracts with the corporation, the corporation invoices, and the fee lands in a corporate account, from the first mandate onward.
- Insurance issued to the corporation, so the policy, the contract and the invoice all name the same party.
- HST registration on day one. Registration is optional below $30,000 of revenue, but corporate clients expect a registration number on the first invoice, and voluntary registration recovers the 13% sitting in your setup costs.
- Payroll and dividend decisions deferred, deliberately, to a compensation plan built on real first-year numbers rather than a guess in month one.
For a solo consultant in the first year, CPA Quick Support at $99 a month covers the questions the setup raises as they arrive, an engagement letter clause a client pushed back on, a CRA letter, the second client's HST treatment, until the practice grows into a monthly close. Most of our incorporation work for consultants comes out of exactly this Mississauga-and-GTA pattern: a strong operator, one eager former employer, and a structure that needs to be right from the first invoice.
