O. Reg. 39/02: CERTIFICATES OF AUTHORIZATION

 

Regulated Health Professions Act, 1991
Loi de 1991 sur les professions de la santé réglementées

ONTARIO REGULATION 39/02

certificates of authorization

Historical version for the period January 1, 2006 to December 11, 2014.

Last amendment:  O.Reg. 666/05.

This Regulation is made in English only.

Definitions

0.1 In this Regulation,

“family member” means, in relation to a shareholder, the shareholder’s spouse, child or parent;

“spouse” means, in relation to a shareholder, a person to whom the shareholder is married or with whom the shareholder is living in a conjugal relationship outside marriage;

“voting dentist shareholder” means, in relation to a corporation, a member of the Royal College of Dental Surgeons of Ontario who owns voting shares of the corporation;

“voting physician shareholder” means, in relation to a corporation, a member of the College of Physicians and Surgeons of Ontario who owns voting shares of the corporation.  O. Reg. 666/05, s. 1.

Eligibility

1. (1) A corporation is eligible to hold a certificate of authorization issued by a College if all the following conditions are met:

1. The articles of the corporation 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 that profession.

2. In the case of a certificate of authorization issued by a College other than the College of Physicians and Surgeons of Ontario or the Royal College of Dental Surgeons of Ontario, all of the issued and outstanding shares of the corporation are legally and beneficially owned, directly or indirectly, by one or more members of the issuing College.

2.1 In the case of a certificate of authorization issued by the College of Physicians and Surgeons of Ontario, each issued and outstanding voting share of the corporation is legally and beneficially owned, directly or indirectly, by a member of the College and each issued and outstanding non-voting share of the corporation is owned in one of the following ways:

i. It is legally and beneficially owned, directly or indirectly, by a member of the College.

ii. It is legally and beneficially owned, directly or indirectly, by a family member of a voting physician shareholder.

iii. It is owned legally by one or more individuals, as trustees, in trust for one or more children of a voting physician shareholder who are minors, as beneficiaries.

2.2 In the case of a certificate of authorization issued by the Royal College of Dental Surgeons of Ontario, each issued and outstanding voting share of the corporation is legally and beneficially owned, directly or indirectly, by a member of the College and each issued and outstanding non-voting share of the corporation is owned in one of the following ways:

i. It is legally and beneficially owned, directly or indirectly, by a member of the College.

ii. It is legally and beneficially owned, directly or indirectly, by a family member of a voting dentist shareholder.

iii. It is owned legally by one or more individuals, as trustees, in trust for one or more children of a voting dentist shareholder who are minors, as beneficiaries.

3. The name of the corporation meets the standards described in subsections (2) to (5).  O. Reg. 39/02, s. 1 (1); O. Reg. 666/05, s. 2 (1).

(2) The name of the corporation must meet the requirements in section 3.2 of the Business Corporations Act and must not violate the provisions of any other Act.  O. Reg. 39/02, s. 1 (2).

(3) The name of the corporation must include the surname of one or more shareholders of the corporation who are members of the College, as the surname is set out in the College register, and may also include the shareholder’s given name, one or more of the shareholder’s initials or a combination of his or her given name and initials.  O. Reg. 666/05, s. 2 (2).

(4) The name of the corporation must indicate the health profession to be practised by members of the College through the corporation.  O. Reg. 666/05, s. 2 (2).

(5) The name of the corporation must not include any information other than the information permitted or required by subsections (2), (3) and (4).  O. Reg. 39/02, s. 1 (5).

Issuance of certificate

2. (1) A College shall issue a certificate of authorization to a corporation in respect of a particular profession if the corporation is eligible to hold one and applies for the certificate by giving the following information and documents to the Registrar:

1. A completed application in a form approved by the College.

2. The application fee required by the by-laws of the College.

3. A certificate of status of the corporation issued by the Ministry of Consumer and Business Services not more than 30 days before the application is submitted to the Registrar, which indicates that the corporation is active.

4. A certified copy of the certificate of incorporation of the corporation.

5. A certified copy of every certificate of the corporation that has been endorsed under the Business Corporations Act as of the day the application is submitted.

6. The statutory declaration of a director of the corporation, executed not more than 15 days before the application is submitted to the Registrar, certifying,

i. that the corporation is in compliance with section 3.2 of the Business Corporations Act, including the regulations made under that section, as of the date the statutory declaration is executed,

ii. that the corporation does not carry on, and does not plan to carry on, any business that is not the practice of the profession governed by the College or activities related to or ancillary to the practice of that profession,

iii. that there has been no change in the status of the corporation since the date of the certificate of status referred to in paragraph 3, and

iv. that the information contained in the application is complete and accurate as of the day the statutory declaration is executed.

7. The name of each person who is a shareholder of the corporation as of the day the application is submitted and, if the shareholder is a member of the College, his or her business address, business telephone number and registration number with the College as of that day.

8. The names of the directors and the officers of the corporation as of the day the application is submitted.

9. The address of the premises at which the corporation carries on activities as of the day the application is submitted.  O. Reg. 39/02, s. 2 (1); O. Reg. 666/05, s. 3.

(2) A College may issue a revised certificate of authorization to a corporation if the corporation changes its name after the certificate of authorization has been issued to it.  O. Reg. 39/02, s. 2 (2).

Refusal to issue

3. The College shall refuse to issue a certificate of authorization if the corporation is not eligible to hold one or if the corporation does not comply with section 2.  O. Reg. 39/02, s. 3.

Duty to notify College of change of name or articles

4. (1) If a corporation that holds a certificate of authorization changes its name or its articles of incorporation, the corporation shall promptly notify the College and give the College a copy of a certificate of the corporation that has been endorsed under the Business Corporations Act indicating the change.  O. Reg. 39/02, s. 4 (1).

(2) A corporation ceases to be eligible to hold a certificate of authorization if the corporation fails to notify the College when the corporation changes its name or its articles of incorporation or fails to give the College the certificate described in subsection (1).  O. Reg. 39/02, s. 4 (2).

Duty to give Registrar declaration upon shareholder change

4.1 At the time that a corporation holding a certificate of authorization issued by the College of Physicians and Surgeons of Ontario or the Royal College of Dental Surgeons of Ontario notifies the Registrar under section 85.9 of the Code of a change in the shareholders of the corporation, the corporation shall also give the Registrar the statutory declaration of a director of the corporation, executed after the change of shareholders, certifying that the corporation is in compliance with section 3.2 of the Business Corporations Act, including the regulations made under that section, as of the date the statutory declaration is executed.  O. Reg. 666/05, s. 4.

Annual renewal of certificate

5. The College shall renew a certificate of authorization for a corporation in respect of a particular profession on an annual basis if the corporation applies for the renewal by giving the following information and documents to the Registrar:

1. A completed application for renewal in a form approved by the College.

2. The annual renewal fee required by the by-laws of the College.

3. A certificate of status of the corporation issued by the Ministry of Consumer and Business Services not more than 30 days before the day it is submitted to the Registrar, which indicates that the corporation is active.

4. A certified copy of every certificate of the corporation that has been endorsed under the Business Corporations Act since the corporation’s most recent application for a certificate of authorization or for renewal of its certificate of authorization.

5. The statutory declaration of a director of the corporation, executed not more than 15 days before the application for renewal is submitted to the Registrar, certifying,

i. that the corporation is in compliance with section 3.2 of the Business Corporations Act, including the regulations made under that section, as of the date the statutory declaration is executed,

ii. that the corporation does not carry on, and does not plan to carry on, any business that is not the practice of the profession governed by the College or activities related to or ancillary to the practice of that profession,

iii. that there has been no change in the status of the corporation since the date of the certificate of status referred to in paragraph 3, and

iv. that the information contained in the application for renewal is complete and accurate as of the date the statutory declaration is executed.

6. The name of each person who is a shareholder of the corporation as of the day the application for renewal is submitted and, if the shareholder is a member of the College, his or her business address, business telephone number and registration number with the College as of that day.

7. The names of the directors and the officers of the corporation as of the day the application for renewal is submitted.

8. The address of the premises at which the corporation carries on activities as of the day the application for renewal is submitted.  O. Reg. 39/02, s. 5; O. Reg. 666/05, s. 5.

Revocation of certificate

6. (1) The following are the grounds upon which a corporation’s certificate of authorization may be revoked:

1. The corporation ceases to be eligible to hold a certificate of authorization.

2. The corporation ceases to practise the profession in respect of which the certificate of authorization was issued.

3. The corporation fails to comply with one or more of the requirements for a renewal of the certificate.

4. The corporation carries on any business that is not the practice of the profession governed by the College or activities related to or ancillary to the practice of that profession.

5. The corporation fails to notify the Registrar of a change in shareholders in accordance with section 85.9 of the Code. 

6. In the case of a corporation that holds a certificate of authorization issued by the College of Physicians and Surgeons of Ontario or the Royal College of Dental Surgeons of Ontario, the corporation fails to give the Registrar a statutory declaration in accordance with section 4.1.  O. Reg. 39/02, s. 6 (1); O. Reg. 666/05, s. 6.

(2) If the College proposes to revoke a corporation’s certificate of authorization, the College shall give notice of the proposed revocation, setting out the date the revocation will take effect and the grounds for the proposed revocation.  O. Reg. 39/02, s. 6 (2).

(3) The College shall revoke the corporation’s certificate of authorization 60 days after the date on which the notice is given if any of the grounds for revocation exist on the revocation date specified in the notice.  O. Reg. 39/02, s. 6 (3).

(4) The College shall notify the corporation if a corporation’s certificate of authorization is revoked.  O. Reg. 39/02, s. 6 (4).

Reinstatement after revocation

7. If a corporation’s certificate of authorization is revoked, a new certificate of authorization may be issued to the corporation only if the corporation is eligible to hold one and applies for a new certificate in accordance with section 2.  O. Reg. 39/02, s. 7.