Reviewed by Karim Eshqoor, Lawyer, Barbarian Law™ (LSO #83032R)
Ontario Estate Administration Tax is roughly 1.5% of assets that go through probate. Private-company shares often don’t need a court certificate to transfer — yet a single will can drag them into the tax calculation anyway. A properly drafted primary/secondary will pair keeps those shares out of probate 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 pay a tax it doesn’t have to pay. 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 tax hit 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. And Ontario charges for it: Estate Administration Tax of roughly 1.5% of the estate’s value ($15 per $1,000 above the first $50,000, which is exempt).
The tax applies to everything passing under the will submitted for probate. 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 nothing except tax.
On a business worth $3 million, that’s roughly $44,000 of estate administration tax paid for a court certificate nobody needed. (Illustration only — run your own numbers.)
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, and estate administration tax is calculated only on these assets.
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, and its assets never enter the tax calculation.
Ontario courts accepted the strategy in Granovsky Estate v. Ontario (1998), and it has been standard practice since. The savings scale with the business: at roughly 1.5%, every additional million dollars of company value kept out of probate saves about $15,000.
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 your corporation is worth $100,000, the savings may not justify the added drafting cost and complexity. The math is simple; run it.
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 | $450 + HST per document |
| Both powers of attorney, one person | $800 + HST |
| Complete estate plan for a couple (mirror wills + four POAs) | $1,800 + 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. Multiple-will plans are quoted in writing based on your corporate structure.
Frequently asked questions
Is a multiple-will strategy legal in Ontario?
Yes. Ontario courts accepted it in Granovsky Estate v. Ontario (1998), and it has been standard estate planning practice since.
How much Estate Administration Tax does Ontario charge?
$15 for every $1,000 of estate value above $50,000, about 1.5%. The first $50,000 is not taxed.
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 plan may be leaving real money on the table for no benefit. 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 run the numbers on your estate.
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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.
