If you own shares in a private corporation, your estate plan has a question most wills never ask: do those shares need to go through probate at all? For many Ontario business owners the answer is no, and a second will is how they keep it that way.
Why probate matters here
When an estate goes through probate in Ontario, the province generally charges Estate Administration Tax on its value: nothing on the first $50,000, then about 1.5% on the rest. On a company worth a few million dollars, that is a real number, and it is paid from the estate before anyone inherits.
Probate exists because banks, land registries and other institutions want court confirmation that the executor has authority before they release assets. Shares in a private company are different. The company’s own directors usually control who is recorded as a shareholder, so they can often accept the executor’s authority without a court certificate.
How a primary and secondary will work
Instead of one will covering everything, you sign two:
- A primary will for assets that generally need probate, such as bank accounts and real estate in your own name.
- A secondary will for assets that usually don’t, such as shares in your private corporation, money owed to you by the company, and some personal property.
Only the primary will goes to court, so Estate Administration Tax is generally calculated only on the assets it covers. Ontario courts have accepted this approach since the late 1990s, and it is now a standard part of planning for business owners.
When it is worth doing
A secondary will makes the most sense when your private company shares are worth a meaningful amount. It also takes care: the two wills must be drafted together so that neither accidentally revokes the other, and each needs clear wording about which assets it covers.
It also needs to fit the company. Your articles, your shareholders’ agreement and the directors who will be in place after your death all affect whether the shares can actually be transferred without probate. That is why we look at the corporate records and the estate plan at the same time.
The wording of two wills matters as much as the idea. One drafting mistake can send everything back to probate.
Other pieces that often go with it
Business owners who use two wills often also review their shareholders’ agreement (so it says what happens to their shares on death), name a power of attorney who can vote the shares if they become ill, and talk to their accountant about tax on death and whether an estate freeze makes sense.
If you own a company and your will is more than a few years old, a short review is usually worth it. Your first consultation takes 30 minutes, by video or in person.
This article is general information about Ontario law, not legal advice for your situation. Laws change; it reflects our understanding as of October 6, 2026.
