Professional Corporations & College Position on Holding Companies
Occupational therapists ( OTs ), along with all other regulated health professionals , may incorporate for the purposes of practicing their profession , if they obtain a certificate of authorization from their respective regulatory College .
The Regulated Health Professions Act , 1991 ( RHPA ), Ontario Regulation 39 / 02 : Certificates of Corporation , the Health Professions Procedural Code ( Code ) and the Business Corporations Act ( BCA ), outline the conditions and requirements that must be met to obtain a certificate of authorization from a College , and include :
• All of the issued and outstanding shares of the corporation shall be legally and beneficially owned , directly or indirectly , by one or more members of the same profession , who hold a certificate of registration issued by the College ;
Only registered OTs can own or hold shares .
• All officers and directors of the corporation must be shareholders of the corporation ;
Only OTs can be officers or directors .
• The Articles of Incorporation of the professional corporation must provide that the corporation cannot carry on a business other than the practice of the profession governed by the College and activities related to or ancillary to the practice of the profession ;
The business can only provide OT services .
• The name of the corporation must include the words “ Professional Corporation ” or “ société professionnelle ” and comply with the rules respecting the names of professional corporations set out in the regulations and with the rules respecting names set in the Regulations or Bylaws under the Act governing the profession .
Example : Jane Doe Occupational Therapy Professional Corporation
Holding Companies
At the June 2016 Council meeting , Council reviewed these requirements for issuing certificates of authorization and confirmed that holding companies do not meet the requirements to hold shares of professional corporations . Since all shares must be legally and beneficially owned , directly or indirectly by one or more members of the same profession , and the shareholders must be an officer or a director of the corporation , holding companies do not meet the criteria for professional corporations .
Corporations with shares held by a holding company will not be issued a certificate of authorization . This interpretation of the legislation is consistent with a number of other health regulatory Colleges .
For more information on professional corporations , please visit www . coto . org > Registration Services > Members > Professional Corporations .
College of Occupational Therapists of Ontario ON THE RECORD 2016
14