If you're thinking about moving your medical professional corporation to another province or territory,1 it’s important to first review the various regulatory requirements. Since the laws on incorporation are complex, you should always consult with your legal, accounting and tax advisors before making any decisions about moving your practice.
Can I move my existing medical professional corporation from one province or territory to another?
An existing medical professional corporation can be moved from one province to another if it satisfies the rules in the province it is moving to. Multiple rules must be satisfied and doing so may require restructuring your corporation. Even if you can transfer your corporation, think about whether you should, especially if the move is complicated.
What are the steps required to continue (i.e., move) my medical professional corporation from one province to another?
In Canada, a “continuance” allows a corporation to re-incorporate into another legislation instead of incorporating again.
The steps to continue a medical professional corporation differ from province to province, depending on provincial business incorporation laws, medical profession laws and the applicable college or professional body rules. Use these checklists as a general guideline.
Your medical college or professional body requirements:
- Seek a licence to practise medicine from the college or professional body in the province you’re moving to.
- Consult the college about requirements for licensure of a medical professional corporation in the province you’re moving to, and ensure that yours, in its current form and with its current shareholders, will qualify.
- Submit draft articles of continuance to the college in the new province for pre-approval.
- Apply to the college in the new province for a licence or certificate of authorization for your medical professional corporation, along with the applicable filing fees.
- Consult the legal requirements for licensure of a medical professional corporation in the province you’re moving to, and ensure that yours, in its current form and with its current shareholders, will qualify.
- Conduct a name search in the new province to make sure your corporation complies with business names legislation there.
- Obtain a special resolution of the shareholders of your corporation, 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 filing fee.
- File the articles of continuance, name search results and filing fee with the corporate registry in your current province.
Consult your legal advisor for help with this process. You may need a legal advisor both in your existing province or territory and in the one you’re moving to, as lawyers are typically qualified to provide legal advice in only one.
What does it cost to continue a medical professional corporation from one province to another?
The costs of continuing your medical professional corporation to a new province will depend on the differences 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, you may have to restructure or reorganize your corporation.
In some cases, it may be more efficient and cost-effective to incorporate a new medical professional corporation in the new province instead of continuing an existing one.
If I choose to move to another province and incorporate a new medical professional corporation, what can I do with my existing one?
One option is to have more than one corporation in different provinces at the same time, provided that each one meets all the requirements in the province in which it operates.
Certain provinces, such as Alberta, permit you to retain your corporation if you move out of the province, as long as you maintain an active licence to practise medicine in that province and a registered office address there. You also have to maintain the licence or certificate of authorization for the medical professional corporation every year. You must notify the applicable college or professional body of any change of address.
Alternatively, once you incorporate a new medical professional corporation and move to the new province, you can decertify your existing corporation by applying to the college for decertification or by 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 use the remaining non-professional business corporation either for other business or for investment initiatives. Keep in mind that some provinces do not permit holding companies to become shareholders of medical professional corporations; this can restrict the ability of your decertified corporation to own shares of your new medical professional corporation.
If you have no use for your decertified corporation, you can choose to have it dissolved under the applicable corporate legislation.
Get financial planning help
Moving your corporation to another province or territory could have implications for your financial planning. You may need to update your retirement plan because tax rates vary from province to province. Your estate plan could also be affected due to the legal differences among the provinces. Your investments, including RRSP and TFSA strategies, may also need to be adjusted.
An MD Advisor* can help you determine if you need to update your plan.
1 Each Canadian province, the Yukon and the Northwest Territories permit licensed physicians to practise through a professional corporation, subject to specific requirements. The commentary in this article does not apply to Nunavut.
*MD Advisor refers to an MD Management Limited Financial Consultant or Investment Advisor (in Quebec), or an MD Private Investment Counsel Portfolio Manager.
The above information should not be construed as offering specific financial, investment, foreign or domestic taxation, legal, accounting or similar professional advice nor is it intended to replace the advice of independent tax, accounting or legal professionals.