Before a single transaction is recorded, a business has to answer a legal question: who owns it, and who is on the hook if it can't pay its debts? The answer determines its form of organization. Ontario businesses generally take one of four legal shapes, and the shape a business chooses affects its taxes, its paperwork, and — most importantly for accounting — how much personal risk the owner carries.
Sole Proprietorship
A sole proprietorship is a business owned by one person. It is the simplest and cheapest form to start — many small shops, tradespeople, and freelancers operate this way. The catch is unlimited liability: the proprietor has unlimited personal responsibility for the debts and legal obligations of the business. If the business cannot pay a supplier, the supplier can go after the owner's personal house or car, not just the business's assets.
Partnership
A partnership is a business owned by two or more people. In a general partnership, all partners have unlimited liability — each partner can be held personally responsible for the debts of the whole business, even debts another partner created. A limited partnership has two types of partners: general partners, who run the business and carry unlimited liability, and limited partners, who only risk the money they invested and take no part in day-to-day management.
Corporation
A corporation is a form of business ownership that is a separate legal entity — legally, it is treated almost like a person, distinct from its owners (shareholders). Because the corporation itself owns the debts, shareholders normally have limited liability: they can lose the money they invested in shares, but creditors cannot come after their personal homes. A public corporation is listed on a stock exchange and is accountable to the public, meaning anyone can buy its shares and it must publish detailed financial reports. A private corporation is an incorporated business whose shares are not publicly traded and are held by a small number of shareholders — it does not have to publish its statements for the world to see. A corporation is run day to day by managers but is legally overseen by a board of directors, a group of persons, elected by the shareholders, who are responsible for the operation of the corporation.
Non-Profits and Co-operatives
Not every organization exists to make its owners richer. A non-profit organization uses any surplus of revenue over expenses to further its mission (a charity, a community centre, a sports league) instead of paying it out to owners. Credit unions are a well-known example: non-profit organizations similar to a bank that are operated by, and for the benefit of, their members. A co-operative is owned and controlled by the people who use its services — members typically get one vote each, regardless of how much they've invested, and profits are returned to members based on how much they used the co-op rather than how many shares they hold.
| Form | Owned by | Liability | Typical use |
|---|---|---|---|
| Sole proprietorship | One person | Unlimited (personal) | Small shop, tradesperson, freelancer |
| General partnership | Two or more people | Unlimited for all partners | Law firm, small accounting firm |
| Limited partnership | General + limited partners | Unlimited for general; limited for limited partners | Real estate or investment ventures |
| Corporation (private) | A small group of shareholders | Limited to investment | Family-owned incorporated business |
| Corporation (public) | Any investor via the stock exchange | Limited to investment | Large, publicly traded companies |
| Non-profit / co-operative | Members | Usually limited | Credit unions, community organizations |