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Dentistry Professional Corporations – Recent Legislative Amendments

By February 3, 2015June 2nd, 2022Corporate

Quietly, and without much notice, the Ontario government amended both the Regulated Health Professions Act, 1991 (the “RHPA”) and the Business Corporations Act (the “OBCA”).  The amendments came into force as of December 12, 2014 and affect dentists who are currently (or who will in the future) practice dentistry through a dentistry professional corporation.  Here is a summary of some of the changes that dentists should take note of:

  1. For both the RHPA and the OBCA, the definitions of “Child” and “Parent” have been updated. This update will affect who can be a non-voting shareholder of a dentistry professional corporation:
    • The definition of a “Child” now includes a person whom the shareholder has demonstrated a settled intention to treat as a child of his or her family, except under an arrangement where the child is placed for valuable consideration in a foster home by a person having lawful custody;
    • the definition of “Parent” now includes a person who has demonstrated a settled intention to treat the shareholder as a child of his or her family, except under an arrangement where the child is placed for valuable consideration in a foster home by a person having lawful custody; and
  2. For the RHPA ,the application and annual renewal process for a Certificate of Authorization have been simplified as follows:
    • The requirement for a Statutory Declaration (sworn in the presence of a lawyer, notary public or commissioner of oaths) has been removed and replaced with a simple declaration signed by a Director of the professional corporation (who must be a dentist and member of the College);
    • The requirement for certified copies of the Certificate and Articles of Incorporation (and other certificates issued under the OBCA) has been removed and now ordinary copies will suffice;
    • The requirement to include a current-dated Certificate of Status for the professional corporation has been replaced with an uncertified Corporate Profile Report; and
    • Names of non-voting and RCDSO member shareholders are no longer required to be provided.

For the changes identified above, it is worth noting that the definitions of parent and child are now more in line with other legislation in Ontario and that the application and renewal process for a Certificate of Authorization will indeed be easier for dentists.

When the time comes for you to have a dentistry professional corporation or renew your existing dentistry professional corporation don’t forget to contact DMC.  We are always here to help.

DMC