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 restriction is 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 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.
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: A Certificate of Authorization (COA) is issued to an Optometry Professional Corporation (OPC) on the basis that the OPC satisfies the applicable eligibility requirements, including the ownership requirement in place by the College.
On the date that the ownership of an OPC is transferred, the corporation will cease to satisfy the eligibility requirements on which the existing COA was issued. In such circumstances, the College will consider the OPC ineligible to hold the existing COA and the COA will cease to be valid effective as of the date of the ownership transfer.
Where a change in ownership of an OPC is proposed, the College should be notified by both the seller and buyer before the ownership transfer occurs. If the prospective owner wishes to have the COA revised to reflect the proposed change in ownership, the new owner may apply, if applicable, for a Revised COA within 14 business days of the completion of the sale of the OPC. An application for Revised Certificate of Authorization may be found on the College’s website.
Failure by one or both parties to contact the College, prior to or within 14 business days of the completion of the sale of the OPC, may result in the College closing the issued Certificate of Authorization for the OPC or NOT accepting an application for a Revised Certificate of Authorization and the purchaser will have to apply for a NEW Certificate of Authorization if required.
A change in ownership does not automatically result in the existing COA being transferred to, or continuing to be valid for, the new owner. The new owner must satisfy the applicable eligibility requirements and, where applicable, obtain a revised COA in accordance with the College requirements.
Amalgamation: Upon amalgamation with another corporation, an Optometry Professional Corporation (OPC) ceases to exist as an entity separate from the newly amalgamated corporation, and its Certificate of Authorization (COA) issued by the College is automatically closed, as it is no longer valid as of the date of amalgamation.
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 the eligibility conditions and requirements for the issuance of a Certificate of Authorization.