Legal Considerations Before Relocating Your Medical Professional Corporation

June 29, 2017

 

If you’re thinking about relocating your medical professional corporation (MPC) to another province or territory, 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.

Here’s a general overview of key information on relocation within Canada.1

Be mindful of provincial laws and governing rules

An existing MPC can be moved from one province2 to another where relocation is permitted. Relocation is subject to both the provincial laws governing the incorporation and use of MPCs, and the rules set by each province’s governing professional body or college. You should refer to legislation in each of the affected provinces to determine whether an MPC can be moved from one province to the other and, if so, how.

Notably, Nunavut does not permit licensed physicians to practise through a professional corporation. Governing rules for Alberta, Manitoba, Ontario and Newfoundland have restrictions on corporate share ownership and/or trusts where there are adult beneficiaries.

Consider corporate legislation to determine continuance eligibility

A “continuance” (i.e., a move) allows an MPC incorporated under the laws of one province to continue as a corporation under the laws of another province. In this manner, the MPC ceases to be governed by the laws of the province in which it was incorporated and becomes subject to the laws of the province to which it is continued.

However, some provinces permit physicians to practise through a federally incorporated MPC (incorporated under the Canada Business Corporations Act)—namely, Quebec, New Brunswick, Prince Edward Island and the Northwest Territories.2 A federally incorporated MPC can register to practise in any one or more of these provinces, without needing to continue under the applicable provincial business corporations legislation. Physicians practising in a province other than the ones permitting federal incorporation must incorporate or continue their MPC under the laws of that province. You should consult with the applicable provincial college to determine whether extra-provincial MPC registration is an option in the province you are relocating to.

Ensure medical profession authorization

To practise medicine through an MPC in a province, a corporation must be authorized under the applicable provincial medical profession legislation. Eligibility requirements for such authorization vary by province, but commonly include a condition that the MPC be incorporated or continued under the business corporations legislation of the province, and that the shareholder physician be licensed to practise medicine in the province.

There are also various provincial restrictions regarding who can be a shareholder of an MPC. Before continuing your MPC into a new province, you should ensure that your MPC meets the criteria for authorization in the new province.

Meet college or professional body requirements

To continue an MPC from one province to another, the MPC must meet the requirements of the college or governing professional body in the new province. These requirements are usually found in the bylaws of the particular college. Most colleges require that the articles of continuance for an MPC be submitted to the college for endorsement before being submitted to the provincial corporate registry; this is to ensure the MPC meets the provincial college’s requirements.

To help you and your team of advisors assess whether you meet the requirements to continue your MPC to another province, learn more about the process ahead
 

1 Each Canadian province, the Yukon and the Northwest Territories permit licensed physicians to practice through a professional corporation, subject to specific requirements. As such, the commentary in this paper does not apply to Nunavut.

2 The Northwest Territories can only permit physicians to practise through a federally incorporated MPC so long as they are registered as an extra-territorial corporation under the Business Corporations Act.

 

 

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