Sole Proprietorship vs Incorporation: Pros and Cons

Sole Proprietorship vs Incorporation

Are you looking at the difference between a sole proprietorship and incorporating and unsure what is right for your business? Don’t worry, we’re here to help! In this blog we’ll cover what a sole proprietorship is as well as the advantages and disadvantages, plus the pros and cons and incorporating. If you are looking at the next step for your business, Gallo LLP is here to help!

What is Sole Proprietorship?

A sole proprietorship is a business that is owned by an individual and is not incorporated. Sole proprietorships are considered the simplest form of a business structure. As an owner of a sole proprietorship, you are entirely responsible for making decisions and you also receive all profits. Sole proprietors assume all the risks and have to claim all the losses of their businesses as well. Rather than paying separate personal and business taxes, sole proprietorship’s consider all profits to be personal income, so if your sole proprietorship business makes a profit of $85,000, this profit would be considered your personal income.

What is Incorporation?

Incorporation is the process of creating a corporation, this means that a business becomes a separate legal entity from its ownership. Corporations are completely separate from their leadership, so a corporation is able to pay vendors and staff, enter into contracts, and purchase property as the business rather than the ownership. By incorporating, a business can be owned by multiple people where profits are shared equally as dividends. Dividends are considered investment income and, while still taxable income, are taxed differently than income received on a paycheck or as a sole proprietorship.

What are the Advantages of a Sole Proprietorship?

Maintaining a sole proprietorship does come with several advantages.

1. Simple to Create

Sole proprietorships are the simplest and easiest type of business to establish. There is minimal paperwork and legal formalities involved in starting a sole proprietorship. Typically, you only need to register your business name and obtain any necessary licenses, insurance, or permits and you’re ready to go!

2. Maintain Full Control

As the sole proprietor, you have complete control over all aspects of your business. You can make decisions quickly and without the need for consensus or approval from others. This flexibility can be advantageous in responding to changing market conditions.

3. Direct Profit

Any profits generated by the business belong solely to the owner. There is no need to share profits with partners or shareholders, which can lead to higher earnings as the owner.

4. Simpler Taxes

Business income for sole proprietorships is typically reported on the owner’s personal tax return, simplifying the tax process. Additionally, some business expenses can be deducted from taxable income.

5. Lower Operating Costs

Operating a sole proprietorship often involves lower overhead costs because there are no expenses associated with managing a board of directors or shareholders. This can make it easier to maintain profitability, especially for small businesses.

6. More Flexibility

With no partners or board members to consult, decisions can be made swiftly. This agility can be particularly advantageous in rapidly changing industries or markets. Sole proprietorships also have less of the complicated processes, restrictions, or legal requirements that come from incorporating.

7. Personal Connection

Sole proprietors often have a strong personal connection with their business, which can lead to a higher level of dedication and commitment to its success.

What are the Advantages of Incorporation?

If your business is growing and you’re considering incorporating, here are a few of the benefits!

1. Limited Liability

One of the most significant advantages of incorporating is limited liability. Shareholders of a corporation are generally not personally liable for the company’s debts and legal obligations. This means that personal assets are protected from business-related liabilities, reducing the risk for individual owners.

2. Your Business is a Separate Legal Entity

A corporation is a separate legal entity distinct from its owners (shareholders). This separation provides legal protection and allows the business to continue even if the shareholders change or pass away.

3. Greater Access to Capital

Corporations can raise capital by selling shares of stock. This makes it easier to attract investors and access financing through the issuance of common or preferred shares. Additionally, it can be easier for a corporation to secure loans and credit compared to other business structures.

4. Enhanced Credibility

Many stakeholders, including customers, suppliers, and investors, often perceive corporations as more credible and stable than other business structures. This can lead to increased trust and better business opportunities.

5. Tax Benefits:

Corporations benefit from lower tax rates, deductions, and the ability to defer income. Be sure to consult with a professional accountant to understand the specific tax advantages in your region.

6. Larger Pool for Opportunities

Some businesses and government agencies prefer to do business with corporations, especially when dealing with larger contracts and procurement opportunities.

7. Global Expansion

Corporations are often better equipped to expand internationally and engage in cross-border business activities due to their established legal structure and credibility. 

What are the Disadvantages of Sole Proprietorship?

While operating a sole proprietorship does have its advantages, there are some disadvantages to be aware of.

1. Added Personal Liability

In a sole proprietorship, the owner and the business are considered one legal entity. This means that the owner is personally liable for all business debts, lawsuits, and legal obligations. If the business encounters financial difficulties or is sued, the owner’s personal assets, including home and savings, can be at risk.

2. Limited Access to Capital

Sole proprietors often face challenges when it comes to raising capital. Since they rely primarily on personal savings and loans, it can be more difficult to secure financing compared to other business structures like corporations, which can sell stock or attract investors more easily. If a sole proprietor wants to raise significant investment capital from venture capitalists or angel investors, it can be challenging, as these investors typically prefer to invest in businesses with more formal structures and growth potential.

3. Less Opportunity for Growth

Sole proprietorships may have limited opportunities for growth due to constraints on capital and resources. Expanding the business can be challenging without the ability to attract outside investors or partners.

4. Difficulty in Employee Recruitment

Attracting and retaining talent can be challenging for sole proprietors as they may have limited resources to offer competitive salaries and benefits to employees.

5. Limited Tax Benefits

While there are some tax advantages to being a sole proprietor, such as simplicity in tax reporting, there are also limitations on certain deductions and tax-saving opportunities that are available to larger entities like corporations.

6. Lack of Help and Collaboration

Sole proprietors often bear the brunt of the workload, which can lead to burnout if the business demands long hours and constant attention. Operating as a sole proprietor also may limit opportunities for innovation and collaboration since there are no partners or a board of directors to provide diverse perspectives and ideas.

What are the Disadvantages of Incorporating? 

As you consider the process of incorporating your business, i’s important to understand that a corporation does come with some disadvantages.

1. Added Complexity and Cost

Incorporating a business typically involves more paperwork, legal formalities, and associated costs compared to simpler business structures like sole proprietorships. There are fees for registering the corporation, ongoing filing requirements, and legal documentation that must be maintained.

2. Ongoing Compliance Requirements

Corporations are subject to various compliance requirements, such as holding regular shareholder meetings, keeping detailed records, and filing annual reports. These obligations can be time-consuming and may require legal and accounting assistance.

3. Limited Personal Control

In a corporation, decision-making may be more complex and subject to the approval of shareholders, which can limit the owner’s personal control over the business. This is particularly true for larger corporations with numerous shareholders. If you’re moving from a sole proprietorship to a corporation, it can be difficult to accept this change in control.

4. Additional Administrative Burden

The administrative burden of running a corporation can be significant, involving tasks such as record-keeping, shareholder communications, and compliance with complex regulatory requirements.

How to Incorporate:

Incorporating a business in Canada involves several steps and legal formalities. The specific process may vary slightly depending on the province or territory in which you want to incorporate your business. Here is a general outline of the steps to incorporate a business in Canada:

  1. Choose a Business Name
  2. Select a Registered Office and Agent
  3. Determine the Business Structure
  4. Prepare Articles of Incorporation
  5. File the Incorporation Documents
  6. Obtain a Business Number and Register for Taxes
  7. Appoint Directors and Officers
  8. Register for Provincial/Territorial Taxes and Permits
  9. Comply with Ongoing Reporting and Filing Requirements:


Before incorporating, we highly recommend speaking with both legal and professional advisors to ensure that you meet all the specific requirements and regulations in your province or territory when incorporating your business. The process can vary, and professional guidance can help you navigate the legal and administrative aspects of incorporation more efficiently.

How to Become a Sole Proprietorship:

Becoming a sole proprietorship is one of the simplest ways to start a business, as it doesn’t involve complex legal formalities. Here are the basic steps to become a sole proprietorship:

  1. Choose a Business Name or use your own name
  2. Determine the Nature of Your Business
  3. Comply with Local Regulations and Permits
  4. Obtain an Canadian Business Number
  5. Open a Business Bank Account
  6. Start Working
  7. Keep Detailed Records
  8. File Taxes as a Sole Proprietor:

Remember that while a sole proprietorship offers simplicity and ease of operation, it also comes with unlimited personal liability, meaning your personal assets could be at risk if your business faces financial difficulties or legal issues. It’s a good idea to consult with legal and financial professionals to understand the implications of operating as a sole proprietor and to ensure you’re taking the necessary steps to protect your business and personal interests.

7 Tips for Choosing Between Sole Proprietorship vs Incorporation

Deciding whether to incorporate or operate as a sole proprietorship depends on various factors related to your business goals, financial situation, risk tolerance, and long-term plans. Here’s a few tips to help you make an informed decision

1. Assess Your Business Goals:

Consider your short-term and long-term objectives for the business. Are you planning to grow rapidly, seek investment, or expand internationally? Or do you have more modest, local business goals?

2. Evaluate Your Industry and Market:

Some industries may benefit from the credibility and protection that come with incorporation. Additionally, market expectations and industry standards can influence your decision. It is also wise to consider how your choice of business structure might impact your brand and how potential customers or investors perceive your business.

3. Analyze Your Risk Tolerance:

Assess your comfort level with personal liability. As a sole proprietor, you are personally responsible for business debts and legal liabilities. Incorporation can provide limited liability protection, separating personal assets from business assets.

4. Consider Tax Implications:

Consult with a tax professional to understand the tax implications of different business structures in your jurisdiction. Consider the impact on your personal income taxes, deductions, and potential tax advantages. You should also compare the costs associated with incorporation, including filing fees, legal fees, and ongoing administrative costs, with the simplicity and lower initial costs of operating as a sole proprietor.

5. Examine Financial Resources:

Evaluate your access to capital and funding. Incorporation may provide better access to investment opportunities, as corporations can issue shares of stock to raise capital. Sole proprietors often rely on personal savings and loans. Speak with a professional accountant to ensure your evaluation covers everything!

6. Assess Ownership and Control:

Determine how important it is for you to maintain full control over your business decisions. Sole proprietors have complete control while corporations may require consensus from shareholders and a board of directors. If maintaining complete control over all decisions is important to you, this may be something to consider.

7. Consult Legal and Financial Professionals:

Seek advice from legal and financial professionals who specialize in business structures and taxation. They can provide insights and help you understand the legal and financial implications of your decision. In some cases, a hybrid approach, such as forming an LLC (Limited Liability Company) or LLP (Limited Liability Partnership), may offer benefits that combine aspects of both sole proprietorships and corporations. Explore all available business structures to find the best fit.


Ultimately, the decision to incorporate or operate as a sole proprietorship should align with your specific circumstances and business objectives. It’s not a one-size-fits-all choice, and what works best for one entrepreneur may not be suitable for another. Taking the time to carefully assess your needs and consult with professionals will help you make the right decision for your business.

What Gallo LLP Will Do For You:

Gallo LLP has over 10 years of experience helping businesses grow and thrive. Our team of Chartered Professional Accountants will help you evaluate your financial situation, business plan, and long-term goals to make the best decisions for your business. If you’re unsure whether you should incorporate or maintain a sole proprietorship, Gallo LLP will help you make the right choice!

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