What is a professional corporation?
A professional corporation is one or more professionals practising the profession that they are registered to practise as a representative of a corporation.
Who can register with the College as a professional corporation?
Any member who is registered with the College is eligible to obtain a certificate of authorization (i.e. a certificate of registration for a professional corporation). However, if the member’s business is not yet incorporated in Ontario, the member will have to incorporate under the Ontario Business Corporations Act, 1990 (refer to the website of the Ministry of Government and Consumer Services for details on this process), prior to obtaining a certificate of authorization.
What activities can a professional corporation undertake?
A professional corporation can only practise the profession that its shareholder(s) are registered to practise. For example, a kinesiologist wishing to incorporate can only practise kinesiology with other kinesiologists in a professional corporation. Professional corporations are also allowed to engage in activities that support their operation, such as the investment of surplus funds.
What is the ownership structure of a professional corporation?
All of the directors of the professional corporation must be shareholders of it, and all shareholders must be members of the same health profession. For example, the only individuals who can hold shares in a kinesiology professional corporation are registered kinesiologists.
Do I have to register my existing corporation as a professional corporation?
Yes. Kinesiologists operating through a regular business corporation will need to convert their business to a professional corporation in order to comply with the College’s requirements and the requirements of the Regulated Health Professions Act. Professional corporations are held to the same standards as any other member of the College.
Do I have to practise through a professional corporation?
No. You can choose to practise kinesiology through a non-corporate structure (e.g., sole proprietor, partnership, etc.). However, if you choose to practise the profession through a corporation, it must be a kinesiology professional corporation.
What are the fees associated with obtaining a certificate of authorization?
There is an application fee of $200 and the annual fee to maintain a certificate of authorization is $400. This fee is pro-rated on a quarterly basis for corporations that have never been registered with the College.
How do I register as a professional corporation?
To apply for a certificate of authorization, download and complete a copy of the fillable Application for a Certificate of Authorization for a Professional Corporation, print and mail it to:
College of Kinesiologists of Ontario
160 Bloor Street East, Suite 1402
Toronto, ON M4W 1B9
Members applying for a certificate of authorization are required to submit:
- a completed application form;
- an application fee of $200 (Payment must be made in full and can be made by bank draft, certified cheque or money order, payable to the College of Kinesiologists of Ontario);
- a copy of a corporation profile report, issued by the Ministry of Government and Consumer Services, or a service provider contracted by the Ministry, not more than 30 days before the application is submitted to the College, indicating that the corporation is active;
- a copy of the certificate of incorporation, including the articles of incorporation;
- a copy of every certificate of the corporation that has been endorsed under the Ontario Business Corporations Act as of the day the application is submitted;
- an undertaking (see details below) signed by each shareholder; and
- a declaration (see details below) completed and signed by a director.
In order to obtain an initial certificate of authorization, the member submitting the application on behalf of the corporation must comply with certain requirements, including:
1. Corporate Name
- The corporation cannot have a number name.
- The corporate name must include the words “Professional Corporation” or “société Professionelle”.
- The corporate name must include the surname of one or more shareholders of the corporation as the surname is set out in the Public Register of Kinesiologists.
- The corporate name 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.
- The corporate name must indicate the health profession practised by the shareholders (i.e. kinesiology).
- The corporate name must not include any information other than that permitted or required under the Business Corporations Act or the O. Reg 39/02, s. (2)-(5).
Professional corporations are not required to use the corporate name as the name of the practice. However, any material (letterhead, invoices, etc.) that includes the practice name must also have the corporate name on it if the two are different. Owners of professional corporations must inform the College of every practice name under which the professional corporation operates.
2. Applicant Declaration
On the application for a certificate of authorization, the applicant applying on behalf of the professional corporation must:
- Be a member of the College of Kinesiologists of Ontario;
- Provide the corporate name, the corporation number, the practice name (if applicable) and the contact information for the corporation;
- Declare that the corporation is incorporated under the Ontario Business Corporations Act;
- Declare that there has been no change in corporation status since the date the corporation profile report was issued (30 days before the submission of the application);
- List all of the shareholders of the professional corporation, who must be registered kinesiologists, and their College registration numbers, business address, business phone number and email. This section also applies to all shareholders of any holding company that wishes to own shares in the professional corporation;
- List all of the directors and officers (who must be shareholders) and declare whether or not they are a director or an officer;
- List the practice location(s) if different from the corporate address; and
- List all of the additional activities permitted under the corporation’s articles of incorporation.
- Each shareholder of the professional corporation, including shareholders of any holding company, must sign and date this section confirming that the College will be notified of any changes that occur and promising to comply with the professional corporation requirements.
- The declaration must be completed by a director of the corporation and cannot be signed more than 15 days before the application is submitted to the College.
Why do I have to pay a separate fee for a certificate of authorization and for a certificate of registration?
The College requires an additional process for the review of applications for certificates of authorization. The College is required to record and monitor substantial amounts of information on professional corporations that differs from the information recorded and monitored for individual members. Separate processes are also required for record keeping and addressing any complaints about the professional corporation. Council has determined that only those members who are part of a professional corporation should bear the cost of registering them.
What are the advantages of practising through a professional corporation?
The advantages and disadvantages of practising through a professional corporation depend on your particular circumstances. The College cannot give legal or business advice to members. Speak with your own legal and financial consultants.