If you've reviewed the requirements for relocating your medical professional corporation (MPC) and have decided to move forward, you may be wondering what comes next. Here are five key questions and answers that shed light on the process ahead.
If you're thinking about relocating your MPC to another province or territory,1 it's important to first review the requirements under the various regulatory authorities. Since the laws regarding incorporation are quite complex, you should always consult with your professional, legal, accounting and tax advisors before making any decisions about relocating your practice.
Can I relocate my existing MPC from one province or territory to another?
An existing MPC can be moved from one province to another provided it satisfies the rules in the province it is moving to. There are multiple rules that must be satisfied and doing so may require restructuring the corporation. Even if a corporation can be relocated, some thought should be given to whether it should, especially if the move is complicated.
What are the steps required to continue (i.e., move) my MPC from one province to another?
The steps to continue an MPC differ from province to province, depending upon the requirements of provincial business corporation legislation, medical profession legislation and the applicable college or professional body rules. Use the following checklist as a general guideline:
- Consult your legal advisor for assistance with the continuance process. You may need a legal advisor for each jurisdiction, as lawyers are typically qualified to provide legal advice only in one province.
- Seek a licence to practise medicine from the college or professional body in the province you're relocating to.
- Consult the college and legislative requirements for licensure of an MPC in the province you are seeking to relocate to, and ensure that your MPC, in its current form and with its current shareholders, will qualify.
- Conduct a name search in the new province to ensure that your MPC complies with business names legislation in the new province.
- Submit draft articles of continuance to the college in the new province for pre-approval.
- Obtain a special resolution of the shareholders of your MPC, authorizing the continuance.
- Obtain the consent of the provincial ministry of finance or the Canada Revenue Agency, as applicable, to the continuance.
- File an application for authorization to continue with the corporate registry of the new province, along with the applicable filing fee.
- File the articles of continuance, name search results and filing fee with the corporate registry in your current province.
- Apply to the college in the new province for a licence or certificate of authorization for the MPC, along with the applicable filing fees.
What does it cost to continue an MPC from one province to another?
The costs of continuing your MPC to a new province will vary, depending on the difference in licensing requirements between your current province and the new province, the filing fees in each province, and the complexities of meeting the specific compliance requirements in each province.
For example, if the new province does not permit holding companies or family trusts to be shareholders, it may be necessary to restructure or reorganize the existing MPC prior to the continuance. In some cases, it may be more efficient and cost-effective to incorporate a new MPC in the new province instead of continuing an existing MPC.
If I choose to move to another province and incorporate a new MPC, what can I do with my existing MPC?
One option is to have more than one MPC in different provinces at the same time, provided that each MPC meets all of the requirements in the province in which it operates.
Certain provinces, such as Alberta, permit you to retain your MPC if you move out of the province, as long as you maintain an active licence to practise medicine in the province, and a registered office address in the province where your incorporating documents are kept. You will also have to maintain the licence or certificate of authorization for the MPC on an annual basis. You must notify the applicable college or professional body of any change of address.
Alternatively, once you incorporate a new MPC and move to the new province, you can opt to decertify your existing MPC by applying to the college for decertification, or allowing your licence or certificate of authorization to be cancelled by the college. You will need to change the name of the corporation to remove the professional designation, and you may need to amend your articles and bylaws.
After decertification, you can either use the remaining non-professional business corporation for other business or for investment initiatives. Keep in mind that some provinces do not permit holding companies to become shareholders of MPCs; this can restrict the ability of your decertified corporation to own shares of your new MPC. If you have no use for your decertified corporation, you can choose to have it dissolved under the applicable corporate legislation
Where can I get more information?
MD Management Limited
1870 Alta Vista Dr.
Ottawa ON K1G 6R7
1 800 267-2332 | md.cma.ca
College of Physicians & Surgeons of Ontario
80 College St.
Toronto ON M5G 2E2
1 800 268-7096 | cpso.on.ca
College of Physicians & Surgeons of British Columbia
300–669 Howe St.
Vancouver BC V6C 0B4
604 733-7758 | 1 800 461-3008 | cpsbc.ca
College of Physicians & Surgeons of Alberta
2700–10020 100 St. N.W.
Edmonton AB T5J 0N3
780 423-4764 | cpsa.ab.ca
College of Physicians & Surgeons of Saskatchewan
101–2174 Airport Dr.
Saskatoon SK S7L 6M6
306 244-7355 | cps.sk.ca
College of Physicians & Surgeons of Manitoba
1000–1661 Portage Ave.
Winnipeg MB R3J 3T7
204 774-4344 | cpsm.mb.ca
Collège des médecins du Québec
3500-1250 René-Lévesque Blvd. W.
Montreal QC H3B OG2
514 933-4441 | cmq.org
College of Physicians & Surgeons of New Brunswick
300–1 Hampton Rd.
Rothesay NB E2E 5K8
506 849-5050 | 1 800 667-4641 | cpsnb.org
College of Physicians & Surgeons of Nova Scotia
5005–7071 Bayers Rd.
Halifax NS B3L 2C2
902 422-5823 | 1 877 282-7767 | cpsns.ns.ca
College of Physicians & Surgeons of Prince Edward Island
14 Paramount Dr.
Charlottetown PE C1E 0C7
902 566-3861 | cpspei.ca
College of Physicians & Surgeons of Newfoundland & Labrador
W100–120 Torbay Rd.
St. John's NL A1A 2G8
709 726-8546 | cpsnl.ca
Yukon Medical Council
Box 2703 (C-18)
Whitehorse YT Y1A 2C6
867 667-3774 | yukonmedicalcouncil.ca
Department of Health and Social Services
Government of the Northwest Territories
P.O. Box 1320
Yellowknife NT XIA 2L9
867 669-2388 | hss.gov.nt.ca
1 Each Canadian province, the Yukon and the Northwest Territories permit licensed physicians to practise through a professional corporation, subject to specific requirements. As such, the commentary in this paper does not apply to Nunavut.