Physicians Land surveyors Optometrists Guidance counsellors and psycho-educators Applicable Legislation

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1 Regulation COMPARATIVE CHART OF REQUIREMENTS APPLICABLE FOR THE INCORPORATION OF DIFFERENT PROFESSIONALS AUTHORIZED BY THEIR OWN PROFESSIONAL ORDERS TO PRACTICE WITHIN COMPANIES (PART 2 OF 4) Applicable Legislation of the medical profession within a partnership or a company, c. M-9, r of the land surveying profession within a partnership or a joint-stock company, c. A-23, r of the profession of optometry within a partnership or a company, c. O-7, r Came into Force March 22, 2007 September 6, 2007 May 15, 2008 May 22, 2008 Conditions that must appear in the Articles Holding of Shares All of the voting rights attached to the shares are held by: - at least one physician; - a legal entity, a trust or an attached to the shares of the partnership or company are held entirely by at least one physician (s. 1, par. 1 ). The only persons who hold shares are: - physicians; - the spouse, blood relatives or persons connected by marriage or a civil union with a physician who holds voting rights; - legal entities, trusts or enterprises where the voting rights attached to the shares of the partnership or company are entirely held by the same persons (s. 1, par. 2 ). Exclusively a company of land surveyors: More than 50 % of the voting rights attached to the shares are held by the following persons or trust patrimonies, or a combination thereof: - a land surveyor or land surveyors; - a company where at least 90% of shares are held by one or more land surveyors practising, in all cases, their professional activities within the company; - a trust all the trustees of which are land surveyors practising, in all cases, their professional activities within the company (s. 3, par. 1 ). Other company: More than 50% of shares are held by the following persons or trust patrimonies, or a combination thereof: - one or more members of a professional order governed by the Professional Code or persons governed by an Act of another Canadian province recognizing them and subjecting them to similar rules; - a company where at least 90% of Company providing optometric services: More than 50% of the shares are held by: - optometrists or persons legally authorized to practice this - legal entities, trusts or any other same persons (s. 2, par. 1 ). A third party may not compel these persons, enterprises or trusts to repurchase the shares that it holds in the company. (s. 2, par. 2 ). More than 50% of the voting rights attached to the shares are held by the same persons. The other voting rights, as the case may be, are held by : - dispensing opticians or persons partnership are held entirely by dispensing opticians or persons profession outside Quebec (s. 2, par. 3 ). of members of the Ordre des conseillers et conseillères d'orientation et des psychoéducateurs et psychoéducatrices du Québec within a partnership or a joint-stock company, c. C-26, r.42.3 More than 50% of the voting rights attached to the shares are held by: - members of the Order or by other Professional Code; - a legal person, trust or enterprise whose voting rights attached to the shares or units of partnership are held entirely by members of the Order or by other professionals governed by the Professional Code (s. 1, par. 1 ). CRAC

2 shares are held by the same persons; - a trust whose trustees are these same persons (s. 2, par. 1 ). Other company: More than 50% of the shares are held by: - optometrists, dispensing opticians or persons legally authorized to practice these professions outside Quebec; enterprises where the voting rights same persons (s. 3, par. 1 ). A third party may not compel the persons, enterprises or trusts to repurchase the shares that it holds in the company (s. 3, par. 2 ). 50% or more of the voting rights attached to the shares of the company are held by: - optometrists or persons legally authorized to practice this -legal entities, trusts or other enterprises where the voting rights same persons. The other voting rights are held, as the case may be, by: - dispensing opticians or persons legally authorized to practice this partnership are held entirely by dispensing opticians or persons profession outside Quebec (s. 3, par. 3 ). CRAC

3 Composition of the Board of directors Quorum at the Meetings of the Board of directors Restrictions on Activity Restrictions on activity section.) Exclusively a company of land Company providing optometric A majority of the directors are surveyors: A majority of the services and other company: members of the Order or other directors are land surveyors More than 50% of the directors are practising their professional optometrists or persons legally Professional Code (s. 1 par. s.2 ). activities within the company (s. 3, authorized to practice this par. 2 ). profession outside Quebec. The The chair of the board of directors is others, as the case may be, are a shareholder with voting rights and dispensing opticians or persons a land surveyor (s. 3, par. 3 ). legally authorized to practice this profession outside Quebec (s. 2, par. 4 et s. 3, par. 4 ). The directors may only be physicians (s. 1, par. 3 ). Other company: A majority of the directors are members of a professional order governed by the Professional Code or persons governed by an Act of another Canadian province recognizing them and subjecting them to similar rules (s. 2, par. 2 ) These same persons must constitute the majority of the quorum, depending on the type of company (s. 2, par. 2 or s. 3, par. 2 ). (s. 1, last subpar.). (s. 2, last subpar. and 3, last subpar.) These same persons must constitute the majority of the quorum(s. 1, par. 3 ). No specific requirement. (s. 1, last subpar.). CRAC

4 Corporate Name Numbered Name Allowed? (Number Quebec/Canada Inc.) Specifications on the Corporate Name It is authorized to include, in the corporate name, the terms firm of Professional Code or the acronym FPGPC. (s. 16). A physician may not, by whatever means, make false, misleading or incomplete representations to the public or to a person having recourse to his services, particularly as to his level of competence or the scope or effectiveness of his services or of those generally provided by members of his profession (s. 86, Code of ethics of physicians, c. M-9, r.4.1). Incorporation under the federal law: If the corporate name includes official marks such as «DR.», «DOCTOR» or«md», the Director of Corporations Canada will require the consent of the Canadian Medical Association who owns those marks. (See Info-CRAC, September/October 2007 issue.) It is not prohibited. It is authorized to include, in the corporate name, the terms firm of Professional Code or the acronym FPGPC. (s. 17). The name may not be misleading, deceptive or contrary to the honour or dignity of the profession (s. 7.01, Code of ethics of land surveyors c. A-23, r.4). Not allowed (s. 7.01, Code of ethics of land surveyors, c. A-23, r.4). The name must not compromise the dignity of the optometrist profession (s. 52, Code ethics of optometrists, c. O-7, r.2.2). Company providing optometric services: the corporate name can include titles, abbreviations or initials reserved for optometrists (s. 2, last subpar.). If the corporate name is not composed of the names of the optometrists practising in the company (ex: Downtown Optometry Clinic ), the company will have to make sure that the patients are able to identify the optometrists whom they will be in contact with or whom they will get services from (ex: distinct and supplementary notices where the name of the company is displayed). (p.11, L exercice de l optométrie au sein d une société par actions ou d une société en nom collectif à responsabilité limitée, Guide à l intention des optométristes, publié par l Ordre des optométristes du Québec, May 2008). Not allowed (s. 6). It is not prohibited. CRAC

5 Additional notes Additional notes A land surveyor who carries on professional activities within a company must take reasonable measures to ensure that any document produced by the company in connection with the professional activities of land surveyors is identified in the name of a land surveyor (s. 7.02, Code of ethics of land surveyors, c. A-23, r.4). Optometric services company: It is a company whose name includes the titles, abbreviations or initials reserved for optometrists or company within which an optometrist offers services including the examination or functional analysis of the eyes, assessment of visual disorders, orthoptics or prescription of ophthalmic lenses or medication (s. 2, last subpar.). Requirements by Professional Orders Professionals who wish to incorporate have specific requirements to fulfill as set out by their own order. Therefore, we suggest you refer to the relevant regulation and professional order for more details. Notice to Clients Land surveyors, optometrists, guidance counsellors and are required to send a notice to their clients explaining, in general terms, the effects of the change of status for them. We suggest you refer to the relevant regulation and professional Order for more details. CRAC