Choosing to be a Sole Proprietor versus Incorporation for Independent Contractors

Deciding between sole proprietorship and incorporation

Weighing the pros and cons of being a sole proprietor versus incorporation

As an IT contractor, you may be wondering if it’s worth the expense and extra paper work to get yourself incorporated.  IT all depends on your personal situation and where you are at in your career.

Many IT workers prefer to work on contracts rather than taking on full-time permanent jobs because they love the freedom of moving from contract to contract.  That’s not the only benefit of contract work – often the money is better than you can get in a permanent role, or as a sole proprietor. (Infographic: How Programmers Get Paid)

The freedom of being an independent contractor brings risk because you need to line up a new contract when the current one ends. But if you have a hot skill set and related experience, headhunters like Stafflink will line up new contracts for you. See: Hot IT Skills in Demand 2014

Getting incorporated might be be a good idea.  Or not. It all depends on your personal situation. Let’s explore the pros and cons.

Pros and Cons of Sole Proprietor Versus Incorporation

Sole Proprietorship and Incorporated are the two most common types of personal businesses that we see with the IT contractors that work for Stafflink. It can cost $1000 or more to incorporate yourself as a business and incorporation brings some extra work for you to manage your taxes. But is it worth the extra trouble and expense?

Tip: You can change the legal structure of your business as it grows. Many small businesses start out as a sole proprietors or partnerships and become incorporated as the business grows.

Some things to consider when you are choosing what’s right for you:


One of the biggest advantages of working as a sole proprietor versus incorporation is that setting up and administering the business as a sole proprientor is comparatively easy and inexpensive. If you want to get incorporated, it costs $1000 or more depending on who you hire to assist you with the process.


One of the main advantages of incorporation is limited liability. A sole proprietor assumes all of the liability for their company. As a sole proprietor your personal assets, such as your house and car can be seized. As an incorporated contractor, you a shareholder in a corporation and you are not responsible for the debts of the corporation unless you have given a personal guarantee.

Corporations Carry On

Unlike a sole proprietorship, a corporation has an unlimited life span. The corporation will continue to exist even if the shareholders die or leave the business.

Tax Credits

Lack of flexibility with income taxes is one of the disavantages of sole proprietorship versus incorporation. Income tax rates are lower for corporations than for the personal income received by sole proprietors. Using tax planning, the tax burden can be reduced by earning income through your corporation as an incorporated contractors, due to the lower corporate tax rates.

Income Control and Tax Deferral

If you are an incorporated contractor, you have options to determine when you personally receive income from your corporation. Being incorporated allows you to report your income at a time when you will pay less tax. You may be able to realize tax savings if you receive your income at a time when you are in a lower tax bracket or if taxes have fallen.

Income Splitting

With a corporation, there exists the opportunity to pay shareholders salary, dividends or a combination of the two. Your spouse and/or children could be shareholders in your corporation giving you the opportunity to redistribute corporate income to family members with the lower incomes taxed at a lower rate.


Some people perceive corporations as being more stable than sole proprietorships. Having Ltd., Inc., or Corp. as part of your company’s name may help you attract more contracts.

To incorporate or not to incorporate?
Incorporation is great but the paperwork sucks


Less paperwork is one of the big advantages of sole proprientorshop versus incorporation. Having a corporation brings with it extra accounting and paperwork. Corporations must maintain minute books and corporate bylaws. Other required corporate documents are register of directors, the share register and the transfer register.

Non-Calendar Year Ends

Corporations have the ability to choose their year end and not be restricted to a calendar year-end as you are with a Sole Proprietorship. This opens up the possibility of bonus deferrals. Choosing a year-end may be better for year-end paperwork filing should your business be busy at the end of the calendar year. By incorporating you can choose to have your year-end fall during a slow period.

Bottom Line

Now you know some of the advantages and disadvantages of incorporation versus sole proprietorship but what’s the bottom line? Is getting incorporated worth it or not? Before you decide, make sure to discuss your personal situation with your accountant and lawyer.

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  1. I think the feel of insecurity after a contract is ended is the main concern of an individual. But sometimes you can get more loads of work even you can handle. As usual, slow and steady wins the race. You can hire some helping hand for yourself to take extra responsibilities.

    • Delwar, It’s so great that you’ve figured out a way to deal with the stress of closing contracts. I think incorporation is best for people like you who feel confident that there are lots of contracts available for the works they do.

      But how do you know when you are ready to take the risk of getting incorporated and running your career like a small business? Maybe it’s when you start getting calls from recruiters. Or maybe it’s when you have companies waiting for you to finish your current contract so you can come work for them.

      It’s awesome that you are at the point that you have more work than your can handle. You say “slow and steady wins the race.” Sounds like you built your career through steady hard work.

      Do you have any other tips that have helped you build your reputation with employers so you always have enough work?

  2. Great post. Really applies to all sorts of entrepreneurs, not only IT contractors. I’ve seen many people simply figure they need to incorporate without really thinking it through. I’m curious about what the rules are for foreigners who want to do business in Canada. I had an acquaintance who assumed incorporation was mandatory in that case, but I’m fairly sure you can just register the business in the province(s) you’re planning to operate in if the company is small enough and there aren’t liability concerns.

    • Thanks Brian!

      I do not specialize in helping foreign companies set up in Canada so I cannot offer you specific advice in that area. I do want to stress that foreigners who want to do business in Canada need to discuss their individual tax situation with an accountant specialized in foreign taxes.

  3. If I start as my IT consultancy business as a Sole Proprietorship under my own name and later I decide in the middle of a contract to incorporate, what happens to the current contracts I may have? Do they get immediately “transferred” to the corporation? Or do I have to terminate all my current contracts and pursue new contracts with all my current customers?

    • Hi Ian,
      I consulted with Joanne Hyatt (our accountant) and she says this is really a “contract” question, more than an accounting question.

      The answer to your question all depends on who your contract is with and what their policies are with regards to sole proprietors and incorporated contractors.

      Switching from Sole P to Incorporated is fine from an accounting perspective, but the accounting is different. When you switch, your original contract may become null, and you will need to ensure that the contract will still be enforceable under the new incorporated name. A corporation is a stand alone entity, and should have a new contract drawn up. Also, deposits/payments will need to be re-directed to the incorporated name, and not the sole proprietor name.

      The bottom line is that it all depends on the policies of the company that you have the contract with. You need to consult with their HR to find out if you can change your contract in the middle of the engagement. I don’t know your personal situation, but it might be best to wait until the contract renews, and switch then.


  4. Hello,

    I am planning to open sole proprietorship for website development .Currently I am working full time.
    Now my question is will I be paying more taxes from my salary if I open sole proprietorship?


  5. Hello Joy,

    Thanks for your question.

    Every situation is different so unfortunately there is no guarantee that you will pay less taxes if you open a sole proprietorship compared to the taxes you will pay in a full-time permanent position. It all depends on your personal situation, the write-offs and deductions you take and whether you pay your tax installments on time. In order to answer this question, you need to talk to an accountant.


  6. Hi there, You have done a great job. I’ll definitely digg it and personally recommend to my friends. I’m
    confident they will be benefited from this web site.

  7. I’ve been under contract “full-time” for the last few years, each time renewing my 1-year contract at the end of the year. I am now looking for a new job and a recruiter has offered me contract work with two different pay rates – incorporated and not incorporated. I had to look up what those terms meant and now I kind of understand. My first question is – should I incorporate myself to get a 15% (on average) pay raise along with all the additional benefits? Second question – what if I to incorporate and then suddenly decide find a full-time job with benefits?


    • Hi CH,

      Unfortunately we can’t advise you about the best thing to do in your particular situation. It’s best if you consult with an accountant because there are so many variables that come into play.

      But it’s great that your career is thriving and you have so many options.


  8. I’ve been under contract “full-time” for the last few years, each time renewing my 1-year contract at the end of the year. I am now looking for a new job and a recruiter has offered me contract work with two different pay rates – incorporated and not incorporated. I had to look up what those terms meant and now I kind of understand. My first question is – should I incorporate myself to get a 15% (on average) pay raise along with all the additional benefits? Second question – what if I to incorporate and then suddenly decide find a full-time job with benefits?


  9. Great info, im an IT cosultant and work full time. Answered my questions. I have decided to go with a Sole p then move to incorporation after i have more clients.

    • Hi Claudio, Thanks for letting us know!That sounds like a good plan.

  10. This has been informative for me, and now realize that I do need to see an accountant to discuss options to better understand impacts of my options. At this time, I am working full-time (over 25 years), want to leave the company and venture into originally sole ownership as a business consultant but now considering incorporating and selling professional services with retainers so that I can still work with my company on a different level.

    Very hard for me to take this step, of course, due to financial security versus trying to network and gain contracts with retainers.

    Any thoughts on this approach for my consideration?

    Also, what in discussing the options of sole proprietorship vs incorporation, what could an accountant provide for me vs a lawyer?

    Another note….have to find a good accountant and lawyer to consult with!

    Any feedback is appreciated as I’m still researching…


    • Hi Susan,

      Taking the leap from permanent employment to a sole proprietorship is always difficult. Becoming knowledgeable about all the requirements will somewhat ease some of the unknown fears. You’re right, it’s best to speak to an accountant to determine which option is best for your particular situation.

      ** What in discussing the options of sole proprietorship vs incorporation, what could an accountant provide for me vs a lawyer? **

      An accountant will be able to walk you through the steps necessary for incorporation and sole proprietorship – processing payroll, GST/HST, preparing personal taxes, preparing corporate taxes, etc.

      A lawyer will be able to walk you through the actual incorporation.

      It would be best to consult with both, and see which works best in your particular situation.

      I wish you the very best with your transition!


  11. Hi, im a construction worker in the drywall industry. Im currently working as a self employed sub contractor.. I other words i hate when taxes come around.. I work both residential and commercial. . I feel not incorporating myself would not be very smart.. I have plenty of work and and willing workers. The only thing that is stopping me is the fear behind the paper work and filing for taxes … What are some suggestions or pointers to get me going in the right direction.

    • Hi Ilija,

      Sounds like you have a successful business and you’re managing multiple jobs and workers. That’s a great problem to have! The more successful you become, the more taxes you will have to pay.

      I’m sure you would like to do all of the book keeping yourself to save money. But you are probably too busy doing your real work to manage all of the accounting and tax details personally. As your business grows you really need to get a book keeper/account and possibly a lawyer to get the best advice for your particular situation. And to make sure you don’t have to worry about it when the taxes come around.

      All the best,


  12. Hi, just a question, imagine you are a sole proprietorship and you have a contract for a project. Then at the end of the contract you decide to incorporate your business. By the moment you are incorporated the person with whom you had the contract comes back with a pursuit against you. The question i have is if the pursuit is going against you as individual or against the new corporation. Thanks!

    • Hi Mariela,

      Thanks for your question! Unfortunately I don’t have a good answer for you because I’m not a lawyer. If this was a real situation, you would definitely need to consult a lawyer to figure out the best way to respond to the law suit.


  13. Hi- If I am incorporated, would I need to file taxes every year even if I havent earned any money through my corporation? If yes, is there a fee?

    • Hi Rian,

      Unfortunately, I am not able to give you advice for your specific situation. It’s impossible to speculate about the fee. You need to discuss this with an accountant.

      Kind regards,

  14. Almost any employee worries when his/her contract is nearing its end. However, hard work and enthusiasm about one’s job will almost always win the endearment of an employer and get you continued employment. Tips on how to build one’s reputation (and consequently, value to their employer) should be handy for readers who desire continued renewal in the posts they’re holding.

  15. Which is better if you are serving international audience as a freelancer?

    • Hi Octave M,

      Unfortunately there’s no “better” one size fits all solution. Choosing what form of ownership to implement is based on many factors in an individual’s personal financial circumstances. These should be discussed with an accountant directly for detailed discussion.



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