If you are a doctor in Ontario, and you practice medicine through a Medical Professional Corporation, then you may be wondering what is required in order for your Medical Professional Corporation to remain compliant and in good standing. This article talks about Annual Maintenance for Medical Professional Corporations, to help give doctors with existing corporations—or new doctors looking to incorporate—a better idea of what is required of them every year to keep their Medical Professional Corporations compliant and up-to-date.
What is Corporate Annual Maintenance?
Generally speaking, Annual Maintenance is a series of tasks that are required to be completed every year to ensure that your corporation is compliant with corporate laws and running smoothly. It also ensures that the Ontario Business Registry is aware of your corporation’s status and updated on any changes you have made regarding the structure or governance of your company.
If you haven’t already, we recommend reading our article “Corporate Annual Maintenance” to get a better understanding of what Annual Maintenance is and all that it entails.
What Makes Annual Maintenance Different for Medical Professional Corporations?
Medical Professional Corporations in Ontario need to carry out Annual Maintenance just like regular corporations need to, but, the biggest difference is that Medical Professional Corporations are also regulated by the College of Physicians and Surgeons of Ontario (the “CPSO”).
The CPSO also has its own annual maintenance requirements. When a doctor incorporates a Medical Professional Corporation in Ontario, they are required to apply for a Certificate of Authorization from CPSO. Every year, Medical Professional Corporations are required to renew their Certificate of Authorization from the CPSO before their Certificate of Authorization expires. This is an extremely crucial step that doctors do not want to forget, because it is an offence to practise medicine without a Certificate of Authorization in Ontario.
As written in this Appendix published by the CPSO, Medical Professional Corporations need to provide the following information when renewing their Certificate of Authorization:
- A completed application for renewal in a form approved by the CPSO;
- The annual renewal fee required by the by-laws of CPSO;
- 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;
- 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.
- 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,
- 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,
- 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,
- 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
- that the information contained in the application for renewal is complete and accurate as of the date the statutory declaration is executed.
- 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.
- The names of the directors and the officers of the corporation as of the day the application for renewal is submitted.
- 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.
How Do Medical Professional Corporations Renew their Certificate of Authorization?
Doctors are able to login to their Member Portal on the CPSO website to renew their Medical Professional Corporation’s Certificate of Authorization. The CPSO does not accept applications by email or mail. The CPSO will alert the Medical Professional Corporation of their renewal requirement six weeks before its expiration.
Are Medical Professional Corporations required to do anything else other than obtain a Certificate of Authorization every year?
If there are no changes to the Medical Professional Corporation, then the renewal is all that is required of the Medical Professional Corporation from the CPSO—aside from assuring that the Medical Professional Corporation is following all of the rules and regulations. However, if there are any changes to the shareholders, address, name, etc. of the Medical Professional Corporation, then the CPSO must be notified.
We’ll address each type of change individually, because each has its own filing requirements (both with the CPSO and the Ontario Business Registry):
Change in Shareholders
If there is a change to the shareholders of your Medical Professional Corporation, then you are required to notify the CPSO of those changes (and remember that those new shareholders must also be members of the CPSO!). To do this, you can submit the change in the Member Portal within CPSO’s website. The CPSO should be notified of any changes to shareholders within 15 days of the changes taking place.
All voting shareholders of Medical Professional Corporations must also be directors and officers—a change in shareholders means that there will also be a change in directors and officers. The Business Corporations Act (Ontario) requires that all Corporations file a Notice of Change when there is a change of directors or officers. This includes a change to their address. This should also be done within 15 days of the change taking place.
Change of Address
If your Medical Professional Corporation changes its registered office address or practice address, then you must notify the CPSO and file the appropriate change.
Please note that a Medical Professional Corporation is also regulated under the Business Corporations Act (Ontario), and if the address changes you are also required to file a Notice of Change with the Ontario Business Registry.
Corporation Name Change
If your Medical Professional Corporation changes its corporate name, you are required to notify the CPSO. To change a corporation name, a corporation must file an Articles of Amendment with the Ontario Business Registry and take all necessary steps to complete the name change and comply with the Business Corporations Act (Ontario). To file Articles of Amendment the Medical Professional Corporation is also required to pass certain shareholder and/or director resolutions. Once the Articles of Amendment are approved, the Medical Professional Corporation can notify the CPSO.
Amalgamation
If, for some reason, a Medical Professional Corporation decides to amalgamate with another corporation, it must notify the CPSO of this action. This may mean that the Medical Professional Corporation will lose its Certificate of Authorization, as it will no longer be its own corporation, and may not qualify for a Certificate of Authorization after the Amalgamation. There are also many steps that need to be taken in regard to the legal records of the corporation (such as director and/or shareholder resolutions) and filings required with the Ontario Business Registry.
Annual Maintenance Overview
Now that we’ve discussed the annual requirements of Medical Professional Corporations, let’s summarize these requirements:
- Filing an annual corporate information return (“Annual Return”) with the Ontario Business Registry, within six months of the MPC’s fiscal year end date;
- Completing internal meeting/resolution requirements, such as passing annual shareholder and director resolutions, approving of financial statements, declaring dividends, etc. This should also be done within six months of the Medical Professional Corporation’s fiscal year end;
- Renewing the Medical Professional Corporation’s Certificate of Authorization via the CPSO’s member portal. This should happen every year before the Certificate’s expiration date.
- When required, filing a Notice of Change with the Ontario Business Registry if there are any changes to the address, director information, or officer information of the Medical Professional Corporation;
- When required, filing a Notice of Change with the CPSO when there is a change of shareholders, address, or name of the Medical Professional Corporation. Or when there is a larger event, such as an amalgamation.
How can I get help?
As a doctor, you have a lot to think about already. Managing your corporation and ensuring that it remains compliant can be challenging. We have worked hard to make these requirements less overwhelming for you, so you can focus on what you do best. Through the Tobuso portal, doctors can easily prepare, on their own, their annual shareholder and director resolutions, and store their corporate records right within the portal—including the Certificate of Authorization, and any other documents received by the CPSO. Alternatively, your professional advisors can use the platform to take care of all of this for you.
Feel free to contact us with any questions you may have. We’re happy to help!
