Incorporation des professionnels

 In Inc

Incorporation des professionnels

Un peu d’histoire

Le dossier de l’incorporation des professionnels ne date pas d’hier. Dès 1992, le Ministre des Finances du Québec (Gérard D. Lévesque) annonçait dans son budget des mesures en ce sens. Le dossier à cette époque est cependant resté sur les tablettes.

Après plusieurs commissions et comités, la Loi modifiant le Code des professions et d’autres dispositions législatives concernant l’exercice des activités professionnelles au sein d’une société (Loi 169) fut finalement adoptée le 21 juin 2001.

La Loi 169 permet essentiellement à chaque ordre professionnel d’adopter une réglementation visant à encadrer l’exercice des activités de ses membres par le biais d’une compagnie (société par actions).

Les professionnels au Québec

Au Québec, il existe 45 ordres professionnels regroupant 371 000 membres en 2014.

Le tableau qui suit illustre pour certains des principaux ordres professionnels, le nombre de leurs membres exerçant leur profession par le biais d’une compagnie en 2014.

 

Incorporation des professionnels

On constate sans surprise que ce sont les médecins qui ont le plus bénéficié de cette mesure à ce jour.

Pourquoi permettre l’incorporation ?

1) Compétitivité

Un premier objectif du gouvernement vise à maintenir la compétitivité des professionnels du Québec par rapport aux autres professionnels qui ont déjà cette possibilité dans la majorité des autres provinces du Canada ainsi que dans la majorité des états américains.

2) Responsabilité professionnelle

Un autre objectif du gouvernement est de limiter la responsabilité du professionnel à ses propres actes et non plus aux actes professionnels de ses associés. Vu d’un autre angle, un client ne pourrait poursuivre que le professionnel lui ayant rendu le service et la société ou la compagnie dans laquelle il travaille mais non les associés de ce professionnel. Cette dernière devrait elle-même contracter une assurance-responsabilité en vertu de la nouvelle loi.

3) Multidisciplinarité

Le gouvernement vise aussi à favoriser les regroupements de professionnels en permettant la multidisciplinarité. Ainsi, des professionnels régis par des ordres différents pourront exercer leur profession au sein d’une même firme (qu’elle soit incorporée ou non). Par exemple, on pourra voir dans le futur des bureaux où exercent conjointement des avocats, comptables et notaires.

Deux modes d’exercice

La Loi 169 introduit deux nouveaux modes d’exercice soit la société par actions (ou compagnie) et la société en nom collectif à responsabilité limitée (SENCRL). Ce dernier mode sera utilisé plutôt par les firmes professionnelles de moyenne et grande taille.

Nous traiterons ici seulement du premier véhicule soit la société par actions (ou compagnie). Ce mode d’exercice est susceptible d’intéresser le praticien qui exerce seul ou ceux qui pratiquent leur profession avec un ou deux collègues, pour les raisons que nous verrons plus loin.

Principe d’intégration

Un impôt de 19 % seulement ? C’est souvent la réaction des clients lorsqu’on leur mentionne qu’il s’agit du taux d’imposition des compagnies.

Malheureusement, ce n’est pas si simple. Il ne faut pas oublier que dans le cas d’une compagnie, il existe une seconde étape d’imposition soit celle de la distribution des revenus de la compagnie à l’actionnaire, généralement sous forme de salaire ou dividende.

Par exemple, un professionnel gagnant un revenu de 150 000 $ aura un revenu net après impôt de l’ordre de 88 000 $ lorsqu’il n’est pas incorporé.

Incorporation des professionnels

 

Dans le cas où il serait incorporé, le professionnel reçoit un revenu net un peu moins élevé si la compagnie lui verse un salaire soit 86 400 $, mais un peu plus élevé si la compagnie lui verse un dividende soit 90 300 $. On constate que dans un cas ou l’autre la différence n’est pas très grande par rapport au revenu net de 88 300 $ lorsque l’on n’est pas incorporé.

Pourquoi alors, tant de professionnels à revenu élevé ont-ils décidé de s’incorporer? Parce qu’en certaines situations, l’incorporation permettra de sensiblement réduire ou différer l’impôt.

Situations ciblées d’incorporation

Fractionnement du revenu

Un professionnel dont le conjoint, enfants majeurs ou d’autres membres de la famille ont peu ou pas de revenus pourrait avoir avantage à s’incorporer. En effet, si les membres de la famille deviennent actionnaires, ils pourraient recevoir des dividendes.

Une personne n’ayant pas d’autres sources de revenus, peut recevoir un dividende de l’ordre de 40 000 $ en ne payant que très peu d’impôt soit environ 3 000 $, comparativement à un impôt de l’ordre de 16 000 $ si ce dividende avait été imposé au taux maximum, ce qui peut représenter une économie d’impôt potentielle annuelle de l’ordre de 13 000 $.

Ainsi, la compagnie pourrait distribuer des dividendes aux membres de la famille avec très peu d’impôt en évitant la deuxième étape d’imposition (i.e. après que la compagnie ait payé seulement un taux d’imposition de 19 %).

Incorporation des professionnels

Cela peut représenter une économie d’impôt annuelle de l’ordre de 13 000 $ par actionnaire à faible revenu. Cette économie de 13 000 $ correspond au montant d’impôt qu’aurait payé le professionnel assujetti au taux d’impôt maximum sur les dividendes s’ils les avaient personnellement reçus.

Il est à noter que les différents ordres professionnels qui ont émis un projet ou adopté un règlement à ce jour permettent aux membres de la famille de détenir des actions dans la mesure où les professionnels conservent le contrôle de la compagnie (à l’exception de l’ordre des pharmaciens dont le projet de règlement exige que seuls des pharmaciens soient actionnaires).

Notons finalement que les actions des membres de la famille pourraient être détenues par une fiducie dont le professionnel est le fiduciaire afin que ce dernier garde le contrôle et évite ainsi la rédaction d’une convention d’actionnaires.

Investissements des profits dans la compagnie

Une deuxième situation où il peut être avantageux de s’incorporer vise le professionnel à revenu élevé qui n’a pas besoin de distribuer annuellement en entier les revenus de profession gagnés par sa compagnie (sous forme de salaire et dividende) afin de maintenir son niveau de vie.

Un professionnel qui peut épargner un montant de l’ordre de 50 000 $ et plus par année pourrait avoir avantage à s’incorporer.

Les profits peuvent être ainsi réinvestis dans la compagnie après avoir payé un taux d’impôt de seulement 19%. Le professionnel peut donc investir annuellement 81 % des profits dans sa compagnie plutôt que 50 % s’il les avait gagnés personnellement.

À rendement brut égal, cette stratégie peut produire un rendement net après impôt plus élevé de l’ordre de 1 à 2 % dans le cas d’investissement en titres à revenu fixe (revenus d’intérêts) et 2 % dans le cas de titres à revenu variable (gains en capital et dividendes).

L’avantage de 1 à 2 % ne vient pas de l’imposition annuelle des revenus de placements (intérêts, dividendes et gains en capital) car ceux-ci sont imposés essentiellement au même taux que s’ils avaient été gagnés personnellement. Cet avantage, vient uniquement du fait que l’on peut investir annuellement une plus grande part de ses profits d’entreprise soit 81 % dans la compagnie plutôt que 50 % si l’on n’est pas incorporé.

Il est à noter qu’une compagnie peut généralement effectuer le même genre de placements qu’un particulier et au même taux d’imposition (actions, obligations, fonds mutuels, etc.). Les revenus de placements seront imposés dans la compagnie à des taux équivalents à celui d’un particulier qui est imposé au taux marginal maximum d’impôt sur un ce même type de revenus.

Autres avantages

S’il s’avère avantageux de s’incorporer en fonction d’une des situations précédentes, soit la possibilité de fractionner le revenu avec des membres de la famille ou d’épargner au niveau de la compagnie, le professionnel pourrait en plus bénéficier de certains autres avantages tels que :

  • le transfert de polices d’assurance vie à la compagnie permet à celle-ci de verser la prime d’assurance-vie après avoir payé seulement 19 % d’impôts sur les revenus de profession futurs plutôt que 50 % si on paie les primes personnellement;
  • la possibilité d’éviter ou de diminuer plusieurs charges sociales (Fonds de service de santé, Régime québécois d’assurance-parentale, Régie des rentes du Québec);
  • le choix de mettre en place un régime de retraite individuel (RRI) plutôt qu’un REÉR;
  • le choix d’une fin d’exercice différente du 31 décembre; la vente de son achalandage (clientèle) à la compagnie à un taux d’imposition de seulement 24 %;
  • l’exemption de gain en capital de 800 000 $ à la revente des actions de sa compagnie (avantage habituellement limité aux professions où il y a un achalandage tel que les pharmaciens et les comptables professionnels agréés).

Un avantage important de créer une compagnie est qu’elle constitue un fort incitatif à l’épargne. En effet, lorsqu’un professionnel n’est pas incorporé, ses revenus de profession seront imposés jusqu’à 50 % peu importe s’il épargne ou s’il dépense son argent. Un professionnel qui constitue une compagnie verra ses revenus de profession imposés dans un premier temps à 20 % au niveau de sa compagnie. S’il veut dépenser davantage, il devra sortir l’argent de sa compagnie et accepter de payer un impôt personnel supplémentaire de 30 %, ce qui est un incitatif à s’interroger sur la pertinence de ces dépenses supplémentaires.

Principaux inconvénients

Avant d’envisager l’incorporation, le professionnel devra tenir compte des principaux inconvénients :

  • coûts et temps consacrés à la mise en place;
  • coûts annuels de préparation des états financiers et des déclarations d’impôt de la compagnie;
  • augmentation du temps consacré à la gestion des impôts.

 

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