Information Required In Your Articles of Incorporation
Please refer to the Business Corporation Act –
3.2 (1) This Act and the regulations apply with respect to a professional corporation except as otherwise set out in this section and sections 3.1, 3.3 and 3.4 and the regulations. 2000, c. 42, Sched., s. 2.
Conditions for professional corporations
(2) Despite any other provision of this Act but subject to subsection (6), a professional corporation shall satisfy all of the following conditions:
- 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. - All officers and directors of the corporation shall be shareholders of the corporation.
- The name of the corporation shall include the words “Professional Corporation” or “societe professionnelle” and shall comply with the rules respecting the names of professional corporations set out in the regulations and with the rules respecting names set out in the regulations or by-laws made under the Act governing the profession.
- The corporation shall not have a number name.
- The articles of incorporation of a professional corporation shall provide that the corporation may not carry on a business other than the practice of the profession but this paragraph shall not be construed to prevent the corporation from carrying on activities related to or ancillary to the practice of the profession, including the investment of surplus funds earned by the corporation. 2000, c. 42, Sched., s. 2; 2002, c.22, s.8; 2005, c.28, Sched. B, s. 1 (1); 2017, c.20, Sched. 6 , s. 2.
The following restrictions are required in your article:
A. Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise.
- The articles of incorporation of a professional corporation shall provide that the corporation may not carry on a business other than the practice of the Optometry but this paragraph shall not be construed to prevent the corporation from carrying on activities related to or ancillary to the practice of the profession, including the investment of surplus funds earned by the corporation. 2000, c.42, Sched., s.2; 2002, c.22, s.8; 2005, c.28, Sched. B,s. 1 (1); 2017, c.20, Sched.6, s.2.
B. The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows:
- 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.
- All officers and directors of the corporation shall be shareholders of the corporation.
Some Changes That May Affect Your Certificate of Authorization
Add/Remove Shareholder: May prompt the Registrar to review your Certificate of Authorization.
Name Change: An optometry professional corporation must apply for a Revised Certificate of Authorization to ensure that the corporation continues to be eligible to hold a Certificate of Authorization. The Registrar may issue a Revised Certificate of Authorization to an optometry professional corporation if the corporation changes its name after a Certificate of Authorization has been issued, provided the Registrar is satisfied the corporation has applied for a Revised Certificate of Authorization by completing an application in the form approved by the College, along with the relevant documentation and fee.
Sale of an Optometry Professional Corporation: An optometrist holding a Certificate of Authorization must inform the College of any changes made to their Optometry Profession Corporation with 14 business days. Prior to the sale of an Optometry Professional Corporation (OPC) to another optometrist, the College must be informed by both the Seller and the Purchaser in writing of their intentions so that the OPC can continue to hold the issued Certificate of Authorization while the transaction is in progress. Once the sale of the OPC is completed the new owner may be able to apply, if applicable, for a Revised Certificate of Authorization within 14 business days. Failure by one or both parties to contact the College, prior to or within 14 business days, may result in the College closing the issued Certificate of Authorization for the OPC.
If the College receives no written information from the purchaser within 14 business days of the purchase of the OPC, then the College will NOT accept an application for a Revised Certificate of Authorization and the purchaser will have to apply for a NEW Certificate of Authorization.
Amalgamation: Upon amalgamation with another corporation, an optometry professional corporation ceases to exist as an entity separate from the newly amalgamated corporation, and its Certificate of Authorization is revoked, as it is no longer valid.
In the event of revocation, the amalgamated corporation must apply for and obtain a new Certificate of Authorization before it may practise as an optometry professional corporation. The amalgamated corporation must meet all of the eligibility conditions and requirements for issuance of a Certificate of Authorization.