Reviewed by Karim Eshqoor, Lawyer, Barbarian Law® (LSO #83032R)
Probate is a court process: slow, public, and required only for assets a third party will not transfer without a certificate. Private-company shares often don’t need one, yet a single will drags them into the probate application anyway. A properly drafted primary/secondary will pair keeps those shares out of the probate application while still covering bank and land assets that need a certificate.
If you own shares in a private corporation and you have one will, your estate is probably set up to put your company through a court process it doesn’t need. The fix is one of the best-kept-in-plain-sight strategies in Ontario estate planning: two wills. It’s legal, court-tested, and routine among well-advised business owners — and skipped constantly, because most owners have never heard of it.
Barbarian Law® prepares multiple-will estate plans for business owners and professionals across Aurora, York Region, and the GTA. Wills · Corporate · Fees · Both POAs · Contact.
Why does probate catch business owners?
When you die, your executor usually needs a court-issued Certificate of Appointment of Estate Trustee — probate — to deal with your assets. Banks demand it. The land registry demands it.
Everything passing under the will submitted for probate goes through that process. Your private corporation shares get swept in — even though no third party actually requires probate to transfer them. A bank won’t release your accounts without a certificate, but your own company’s share register is maintained by your own corporation. Probate adds delay, paperwork and a public court file, and nothing else.
How do primary and secondary wills work?
The multiple wills strategy splits your estate in two.
The primary will covers assets that need probate: bank and investment accounts, real estate (with exceptions), vehicles, and anything a third-party institution won’t transfer without a certificate. Only this will goes to court.
The secondary will covers assets that don’t need probate: your private corporation shares, shareholder loans owed to you by the company, partnership interests, and often personal effects and art. This will is never submitted for probate.
Ontario courts have accepted the strategy, and it has been standard practice for decades.
Who should consider multiple wills?
Two wills make sense for almost anyone holding significant assets that can transfer without probate — most commonly owners of incorporated businesses (including professional corporations: physicians, dentists, lawyers), holders of shareholder loans, and owners of significant private company investments. If you’ve incorporated — see sole prop vs. incorporation — the secondary will is usually the logical next step.
It isn’t worth it for everyone. If the company is small or about to be sold, a second will may not justify the added drafting and complexity. We will tell you on the call whether it is worth doing.
One will must not revoke the other
Standard will wording revokes all earlier wills. Primary and secondary wills have to be drafted together so neither cancels the other.
What can go wrong?
Multiple wills are powerful but unforgiving of sloppy drafting.
Revocation clauses that nuke each other. Each will must revoke only prior wills covering its assets. A standard “I revoke all prior wills” clause in the second-signed will can accidentally revoke the first. This is the classic multiple-wills drafting error.
Gaps and overlaps. Every asset must fall clearly under exactly one will. Assets caught by both — or neither — create exactly the litigation you were trying to avoid. Good drafting uses a basket clause and gives executors tools to allocate doubtful assets.
The wrong executors. The two wills can name different executors, but mismatched appointments create conflict. Most owners name the same people under both.
Corporate records that don’t match. The strategy assumes your minute book and share register are current. If your shareholdings are a mess — resolutions never signed, transfers never recorded — fix that now. It’s the same clean-up an eventual share sale would force anyway.
Life changes. Reorganizations, a new holdco, an estate freeze, selling the business — each can shift assets between wills. Review the pair after every corporate change.
What else belongs in the estate plan?
Two wills handle death. They do nothing for incapacity — that’s what powers of attorney for property and personal care are for. For business owners, the property POA matters doubly: someone needs authority to run or sell the company if you can’t. A complete owner’s plan is four documents — primary will, secondary will, and both POAs — drafted together so they mesh. Process: will & POA instructions.
How much do wills cost at Barbarian Law®?
Wills and powers of attorney at Barbarian Law®
| Service | Price |
|---|---|
| Will | $750 + HST |
| Mirror wills for a couple (the pair) | $1,200 + HST |
| Power of attorney, property or personal care | $350 + HST per document |
| Will plus both powers of attorney, one person | $1,000 + HST |
| Complete estate plan for a couple (mirror wills + four POAs) | $1,600 + HST |
| Business owner plan: primary and secondary wills with both powers of attorney, one person | $1,750 + HST |
| Business owner plan for a couple | $2,800 + HST |
Prices exclude HST. Every will includes an affidavit of execution from an attesting witness. Home or hospital signing carries a travel surcharge, stated in your estimate before you book. The business owner plan, primary and secondary wills with both powers of attorney, is $1,750 + HST for one person or $2,800 + HST for a couple who own one private corporation. Holding-company and trust structures are quoted in writing based on your corporate structure.
Frequently asked questions
Is a multiple-will strategy legal in Ontario?
Yes. Ontario courts have accepted it, and it has been standard estate planning practice for decades.
Do private company shares need probate?
Often not. Shares of a private corporation can usually be transferred by the directors without a court certificate, which is why they can go in a secondary will.
The bottom line
If you own a private corporation and have a single will, your estate may go through probate for assets that never needed it. A properly drafted primary/secondary will pair is designed to fix that permanently, for a one-time drafting cost — subject to your facts and current law.
Incorporated and still carrying one will? Contact Barbarian Law to look at your estate plan.
Where Art Meets Corporate Interest.
Related: how much a will costs in Ontario.
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This article is general information about Ontario law, not legal advice, and reading it does not create a lawyer-client relationship. Every situation is different; speak with a lawyer about yours.
