Multiple Wills in Ontario: A Secondary Will for Company Shares

Multiple wills are a long-established Ontario strategy for reducing probate, used mainly by owners of private corporations. The idea is simple in principle. You make two wills. A primary will governs assets that require probate to transfer, and a secondary will governs assets that generally do not, most importantly shares in your private company. When you die, only the primary will is submitted for probate, so the value of the assets in the secondary will is excluded from the calculation of the Estate Administration Tax. For an owner whose company is worth a significant sum, the saving can be considerable.

This guide is for Ontario incorporated business owners and professionals, and for their families and advisers. It explains how the strategy works, who benefits, and why careful drafting is essential. It is general information; multiple wills must be prepared by an experienced estate lawyer.

How probate creates the opportunity

To understand why multiple wills help, start with how Ontario probate works. The Estate Administration Tax applies at roughly 1.5% on the value of the estate above $50,000, and it is calculated on the assets that pass through the estate under a probated will. Our guide to how to minimize probate fees in Ontario sets out the full picture.

The crucial detail is that probate is a process for confirming authority over assets where a third party, such as a bank or the land registry, demands proof before releasing or transferring them. Some assets require this; others do not. Shares in a private corporation are often in the second category, because the corporation is controlled by the family and does not require a court-confirmed will to recognise a transfer of its own shares. That difference is what multiple wills exploit: if the private company shares do not need probate to transfer, there is no reason to pay probate on their value.

How the two wills divide the estate

The strategy separates your assets into two documents according to whether they practically require probate.

Primary will (probated)	Secondary will (not probated)
Solely owned real estate	Private corporation shares
Public securities and bank accounts	Shareholder loans owed to you
Registered accounts without a beneficiary	Certain personal effects
Assets a third party will only release on probate	Assets transferable without probate

On death, the executor submits only the primary will for probate and pays the Estate Administration Tax on the value governed by that will alone. The secondary will is administered privately, without probate, so the value of the private company shares and related assets it governs is excluded from the tax. Both wills take effect; only one goes to court.

The illustrative figures below show the scale of the potential saving. They are hypothetical and depend entirely on the value in the secondary will.

Value of private company shares in secondary will	Approximate probate avoided
$1,000,000	~$15,000
$2,000,000	~$30,000
$5,000,000	~$75,000

For an owner whose business represents the bulk of the estate, this is typically the single largest probate saving available, which is why the strategy is so common among incorporated business owners.

Who benefits most

Multiple wills are not for everyone. The strategy earns its cost where there is meaningful value in assets that can be transferred without probate. In practice this means:

• Incorporated business owners whose shares hold substantial value. This is the classic case.
• Incorporated professionals, such as physicians or lawyers, who hold a professional corporation with retained earnings or an investment portfolio inside the company. Our guide to estate planning for incorporated professionals explores this further.
• Owners of holding companies used to accumulate investments, where the shares and shareholder loans can be significant.

For someone whose wealth sits mainly in real estate, public investments and registered accounts, there is usually little that can be placed in a secondary will, so the strategy offers little. The first question, therefore, is simply whether you hold significant value in assets that do not require probate.

The drafting must be precise

The power of multiple wills comes with a corresponding need for care. Because a later will normally revokes an earlier one, two wills signed by the same person create an obvious risk: the second could accidentally cancel the first. Properly drafted multiple wills avoid this with careful revocation language, so that each will revokes only prior wills dealing with the same assets, and the two operate side by side.

Several drafting points matter:

• Coordinated revocation clauses, so neither will cancels the other.
• Clear identification of assets, so it is unambiguous which will governs which property, including assets acquired after the wills are signed.
• Consistent executors and administration, often the same executor for both, to keep administration coherent.
• Alignment with the rest of the plan, including beneficiary designations and any estate freeze or family trust already in place.

This is specialised work. A homemade or poorly drafted set of multiple wills can create more problems than it solves, including the catastrophic outcome of one will revoking the other. Only an experienced estate lawyer should prepare them.

Fitting multiple wills into a wider plan

Multiple wills reduce probate, but probate is only one cost of passing on a business, and usually not the largest. The bigger issue is typically the tax triggered on death, chiefly the deemed disposition of the company shares, which can realise a substantial capital gain. Strategies such as an estate freeze, the lifetime capital gains exemption, spousal rollovers and corporate-owned life insurance address that liability and generally matter more than probate.

Multiple wills therefore belong within a broader succession and estate plan, not as a standalone tactic. For a business owner, the probate saving from a secondary will is a useful complement to, not a substitute for, planning the tax and the transition of the business itself, which we cover in our guide to passing on a family business. The two should be designed together.

Keeping multiple wills current

Because multiple wills divide assets by their nature, they need more upkeep than a single will, and this maintenance is part of the cost of the strategy. As your affairs change, assets can move between the two categories, and the wills must keep pace.

A few situations commonly require review:

• You acquire or sell a business or holding company. The existence and value of private company shares is the whole basis for the secondary will, so a change here is significant.
• You reorganise your corporate structure, for example through an estate freeze or by adding a holding company, which can change which entity holds what.
• You acquire assets that do not fit cleanly into either category, which should be allocated deliberately rather than by accident.
• The legislation or case law evolves, since this is an area shaped partly by court decisions.

A set of multiple wills left unreviewed for many years can leave assets in the wrong will or create ambiguity, eroding the very saving they were meant to secure. Treating them as living documents, reviewed alongside your corporate and estate planning, preserves their benefit.

How Kevin Hayes Financial Services can help

For incorporated business owners and professionals, multiple wills are one piece of a larger puzzle that also includes the tax on your shares, the liquidity to pay it, and the orderly transition of the business. Our estate planning and business owner planning work coordinates these elements, modelling the tax on death, considering insurance to fund it, and ensuring your corporate structure and wills work together. We collaborate with your estate lawyer, who drafts the wills, and your accountant on the corporate tax.

If you own a corporation and want to understand how much probate and tax your estate will face, and how multiple wills fit your situation, book a private consultation and we will review it with you.