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Incorporation

Introduction

A “professional corporation” is a company incorporated specifically for the purpose of carrying on the practice of optometry, and which obtains a permit to do so from the Registrar (the “Registrar”) of the College.

 

A professional corporation is only permitted to practice optometry if it has a permit issued by the NSCO Registrar. Permits must be renewed annually, and must be valid at all times when the professional corporation is engaged in the practice of optometry.  

 

Permit Requirements for Professional Corporations

In order for a professional corporation to obtain a permit, it must fulfil all of the following conditions.

  1. File all required applications in the form prescribed by the College by-laws and regulations;
  2. Pay all fees prescribed by the by-laws and regulations;
  3. Satisfy the Registrar that it is a professional corporation limited by shares that is in good standing with the Registrar of Joint Stock Companies under the Companies Act and the Corporations Registration Act and that it is a private company as defined by the Securities Act ;
  4. Satisfy the Registrar that the name of the professional corporation is not objectionable and is in accordance with the by-laws and regulations;
  5. Satisfy the Registrar that the share structure of the corporation meets the requirements of the by-laws and regulations, which prescribe that the majority of issued shares and issued voting shares of a professional corporation must be legally and beneficially owned by one or more optometrists;
  6. Satisfy the Registrar that a majority of the directors of the corporation are optometrists;
  7. Satisfy the Registrar that the professional corporation holds such liability insurance as may be prescribed by the by-laws and regulations of the College;
  8. Satisfy the Registrar that the person who will carry on the practice of optometry for or on behalf of the professional corporation are optometrists; and
  9. Satisfy the Registrar that the professional corporation is in compliance with the Act and the regulations and by-laws prescribed by the College.

 

Annual Permit Renewal

Permits expire annually on December 31, and must be renewed in order for the professional corporation to continue practicing optometry. An application for renewal, and the associated fees, must be submitted to the College between October 1 and December 1.

 

Share Ownership in Professional Corporations

The Act requires that the majority of issued shares and issued voting shares of a professional corporation be legally and beneficially owned by one or more optometrists, or by a trust whose sole beneficiaries are any or all of an optometrist, the spouse of an optometrist, or the child of an optometrist.

 

The basic case is where the shares of a proposed professional corporation are owned by individuals. In this case, an optometrist must own at least 50% + 1 of the issued shares and 50% + 1 of the issued voting shares. So, for a professional corporation with 100 issued voting shares and 1,000 issued non-voting shares, an optometrist must own at least 51 voting shares and 500 non-voting shares. The remaining shares of the professional corporation may be owned by anyone.

 

Note that the minimum share ownership provisions require that an optometrist personally owns enough shares to satisfy the requirements. It is not permissible for a holding company controlled by an optometrist to hold those shares on his or her behalf. An optometrist who owns shares of a holding company does not legally and beneficially own shares of a professional corporation, even if the holding company owns shares of the professional corporation.

 

Alternatively, both voting and non-voting shares can be held by a trust, including a so-called “family trust,” so long as certain conditions are met. First, the only beneficiaries of such a trust may be an optometrist, the spouse of an optometrist, or the child of an optometrist. No one else may be a beneficiary, including another trust or a holding company. And secondly, if the trustee(s) of the trust include anyone other than an optometrist, the spouse of an optometrist, or the child of an optometrist, the written consent of the Registrar must be obtained.

 

Transfer of Shares

If, at any time following the issuance of a permit to a professional corporation, there is a change in the shareholdings of the corporation, or of the directors or officers of the corporation, it must notify the Registrar of the changes within 15 calendar days. If the change results in the professional corporation no longer satisfying the requirements to hold a permit, the permit may be revoked by the Registrar on 15 days’ notice.

 

Application

Please click here to access the on-line 'NSCO Incorporation Application Form'.