Corporate Will Lawyer for Ontario Professionals and Business Owners
A corporate Will in Ontario could save you tens of thousands in probate tax if you own shares in a private business.
A corporate Will (also called a second Will, business Will, dual Will, or multiple Will strategy) can carve out your business interests into a special Will that never gets submitted for probate and so you can get to save the probate tax on the value of the shares.
A corporate Will is a legal tool that allows you to separate assets subject to probate from those that aren't—typically shares in a private company with a small number of shareholders. When structured properly, this second will can keep your business assets out of the probate process entirely, which means no probate tax on those shares.
Here’s how it works, when it makes sense, and what you need to watch for.
Do I Need A Corporate Will?
Corporate Wills are most commonly used by individuals who own holding companies or investment corporations, and by business owners with active Ontario private corporations, including incorporated professionals, such as doctors, dentists, consultants, and other licensed practitioners who operate through a professional corporation.
Even if you don’t see yourself as a business owner in the traditional sense, you may still need a corporate Will. If you hold shares in an Ontario-based private company—especially one with a small number of shareholders—probate planning becomes essential. That includes corporations with retained earnings, real estate, or investment portfolios. In these cases, a second Will can help you avoid unnecessary tax, streamline the transfer of control, and protect your company from court delays.
A corporate Will isn’t just for entrepreneurs or CEOs. It’s for anyone whose corporation holds real value and who wants to make sure that value doesn’t get tied up in the courts.
Here's how they work in the real world:
Dr. L owns shares in both her medicine professional corporation and a holding company that holds long-term investments. If she dies with one Will, the value of both sets of shares could be dragged into probate—adding tens of thousands in estate tax.
A corporate Will keeps those shares separate and outside the court process, avoiding unnecessary tax and allowing her personal Will to stay simple.
Sam co-owns an active business with two partners. If he dies, the shareholders’ agreement requires his estate to sell his shares back to the company—but only if the estate has legal authority to do so.
If those shares go through probate, it delays the deal and adds tax on their full value. A corporate Will avoids both. His executor can act immediately, and the value of the business passes without estate tax.
Meera’s only private company asset is a corporately-owned life insurance policy. It’s structured for tax efficiency—but if she dies with one Will, the shares in that company could go through probate, incurring significant probate tax on money meant to pass outside her estate.
A corporate Will solves that. It keeps her company shares—and the insurance payout—outside the probate process entirely.
Nina owns several rental properties through her real estate corporation. If she passes away with just one Will, the value of those shares could be dragged into probate—triggering thousands in unnecessary estate administration tax.
With a corporate Will, her shares are kept out of probate entirely. That means her estate saves money, avoids duplication, and moves forward cleanly—without affecting how the rest of her assets are distributed.
Avi runs a small incorporated agency. The business isn’t huge, but it holds long-term client contracts and valuable brand assets. If he dies unexpectedly, the value of the corporation—however modest—would still get dragged into probate.
With a corporate Will, that value is carved out of the court process. His estate saves tax now, and his plan is future-proofed if the business grows.
Eli owns 100% of his own start-up. It’s not worth much on paper today, but he knows it could be valuable in a few years. Even if he dies unexpectedly, that potential value could trigger probate tax on the shares with only one will.
A corporate Will avoids the problem before it starts. It removes the shares from the taxable estate—and protects against the future probate tax bill that could come with sudden growth or acquisition.
How Secondary Wills Work in Ontario
In Ontario, we use a dual Will structure with a separate corporate will to divide your assets into two categories: one Will for your probateable assets—like bank accounts, vehicles, and personal belongings—and a second Will for your non-probate assets, such as shares in a private corporations. Only the first Will is submitted to the court. The second corporate Will operates independently, allowing your business interests to pass without delay or probate tax.
This isn’t a loophole. It’s a recognized estate planning strategy that’s been tested and accepted by Ontario courts and widely used by expert estate planners across Ontario. But it needs to be done carefully. A corporate Will isn’t a checkbox—it’s a plan that needs to be precise, coordinated, and correctly executed.
That doesn’t mean it has to be complicated. You don’t need hours of meetings with accountants or tax lawyers digging through your minute book. Most of my clients are busy professionals who want a business corporate Will handled efficiently and properly.
We meet by video to review your asset structure and your goals. If the corporate Will approach is the right fit, I’ll draft both Wills using clear, consistent language. You’ll review the documents by email, and we’ll finalize everything by video signing—no paperwork chaos, no in-person hassle.
Avoid Probate Tax On Business Shares
Get a flat-fee probate tax-saving corporate Will drafted by an Ontario lawyer.
What I Cover When I Draft Your Corporate Will
Assess whether your corporation qualifies for a business will strategy Calculate potential probate tax savings and offer an honest recommendation, including a discussion about the future of the corporation and whether the cost-benefit tradeoff makes sense in your specific case Draft two coordinated wills with clear, conflict-resistant language Avoid overlap or ambiguity that could undermine the structure Review ownership, share structure, and shareholder agreements to ensure alignment
Estate Planning for Business Owners
If you’re a business owner in Ontario, your estate planning needs are different. A one-size-fits-all Will often doesn’t cut it. Whether you run a professional corporation, a consulting agency, a real estate investment business, or a tech startup—your company is more than just an asset. It’s a structure that needs specific, careful planning.
That’s where a corporate will fits in. As part of a clean, tax-aware estate plan, it protects your shares, avoids costly delays, and ensures the right people can act when needed—without waiting on probate.
But corporate wills don’t stand alone. They’re part of your full Estate Plan. If you have a family, own property, or want to decide how everything flows when you’re gone, we build both wills as part of a clear, integrated package.
Why One Will Isn’t Enough for Business Owners
Because it’ll cost you—sometimes tens of thousands—when it doesn’t need to.
If your Will includes everything you own, your business shares get lumped in with the rest. That means they go through probate, along with the tax and court process that come with it.
A secondary business Will separates what the court needs to approve from what it doesn’t. Your personal assets go through probate. Your private company shares don’t.
The result? No probate tax on your corporation’s value (including corporately-owned life insurance). No court delays. No headaches for your executor trying to access accounts or sign legal documents.
Trying to cover everything in one Will isn’t just less efficient—it can actively cause problems. You lose the main advantage this strategy offers.
Estate planning for business owners isn’t about adding complexity. It’s about avoiding unnecessary cost, delay, and risk. And using a legal structure that actually works.
Need More Than Just a Will? If you’re staring down succession decisions or complex handoffs—not just ownership on death—you may need more than a Will. I offer a strategy-first succession planning engagement to help business owners get clarity before locking in structure.
FAQs About Corporate Wills for Ontario Business Owners
Nothing—because the corporation itself is a separate legal person. It doesn’t “die” with you. What does transfer are the shares: first to your estate, then to your chosen beneficiaries (or back to the company if a shareholder agreement requires it). That’s why a second will for those shares matters—it keeps the transfer fast, private, and out of probate.
A “business Will” is just another name people often use for a corporate Will or secondary Will. In Ontario, it refers to a special Will used to keep your company shares or business assets out of the probate process. It’s not a separate legal tool—it’s a targeted estate planning strategy that helps business owners protect the value of their corporation, reduce probate tax, and speed up access for executors or successors.
That’s part of the conversation. If there’s a good chance your corporation will no longer exist at death, we may not need a second will at all. I’ll walk you through the tradeoffs and help you decide whether the strategy is still worth it.
A second will won’t reduce income tax, but it can eliminate probate tax on your corporate shares. That can mean thousands in savings—plus a faster, smoother estate administration.
It's the same as any other corporation - if you want to save probate tax then it's a smart option to consider.
No—this isn’t a DIY add-on. A corporate will needs to be drafted in coordination with your personal will. If the language overlaps or contradicts, you risk invalidating both. I focus exclusively on wills and estates law and have drafted hundreds of dual-will structures. This is a tool that works—when done right.
You might end up with no valid will at all. The multiple wills strategy only works if it’s executed properly. One wrong clause, and you risk revoking both. That’s why this isn’t something to dabble in — it requires precision and deep expertise in estate and corporate law.
If you’re facing succession questions—like how to phase out your role, choose a successor, or coordinate with family or key employees—I offer a separate Business Succession Planning engagement. It’s strategy-first, not legal drafting, and it helps clarify what needs to happen before you commit to any structure.
At-home planning
Plan and sign your corporate will from the comfort of your home or office across Ontario - via video, on your schedule.
Clear pricing
Flat-fee pricing for corporate wills. No deposits, hourly rates, or surprise fees.
Responsive service
I reply quickly—often same-day, always within one business day.
Corporate will expertise
Hundreds of corporate wills drafted. Estate planning is all I do.
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