Rules for Incorporating a Dental Practice in Ontario

Congratulation on deciding to set up your dental practice! Below is everything you need to know about the rules and regulations governing the process of setting up your business in Ontario.

Firstly, you need to incorporate it in Ontario. This will include all the standard steps of incorporating and organizing an Ontario corporation, with a few exceptions:

Exception #1: The name of your clinic

1. Your proposed corporate name must include the last name of the shareholder who is a member of the Royal College of Dental Surgeons of Ontario (the first name is optional).
2. The proposed name must include the words “Dentistry Professional Corporation”
3. Apart from the above, the name cannot include anything else.

Exception #2: The share structure of the dentistry professional corporation

You cannot use any generic share structure for a Dentistry Professional Corporation. In a regular corporation, you are usually allowed to elect anyone as a shareholder. However, the Royal College of Dental Surgeons stipulates the following exceptions regarding who can hold voting and non-voting shares:

1. Voting shares: only shareholders who are members of the Royal College of Dental Surgeons can hold classes of shares that grant them voting rights. Individuals who are not members of the Royal College of dental Surgeons are not allowed to hold these classes of shares.
2. Non-voting shares: these classes of shares can be issued to members of the Royal College of Dental Surgeons, family members of a voting dentist shareholder, or one or more individuals as trustees, in trust for one or more children of a voting dentist shareholder who are minors, as beneficiaries.

A Certificate of Authorization

Once your Dentistry Professional Corporation has been incorporated in accordance with the applicable rules and regulations, it will need to have a certificate of Authorization from the Royal College of Dental Surgeons of Ontario. To do this, your lawyer will submit the following on your behalf:

• The application form;
• Application fee;
• The articles of Incorporation of your Dentistry Professional Corporation;
• A Certificate of Status from the Ministry of Consumer and Business Services not more than 30 days before the application is submitted to the registrar, which indicates that the corporation is active;
• A certified copy of every certificate of the corporation that has been endorsed under the Business Corporations Act as of the day the application is submitted;
• A statutory declaration of a director of the corporation, executed not more than 15 days before the application is submitted, certifying:

1. that the corporation is in compliance with Section 3.2 of the Business Corporations Act,
2. that the corporation does not carry on and does not plan to carry on, any business that is not the practice of the profession governed by the Royal College of Dental Surgeons of Ontario or activities related to the practice of that profession,
3. that there has been no change in the status of the corporation since the date of the Certificate of Status, and
4. that the information contained in the application is complete and accurate as of the day the statutory declaration is executed;

• The name of each person who is a shareholder of the corporation as of the day the application is submitted and, if the shareholder is a member of the College, their business address, business telephone number, and registration number with the College as of that day;
• The names of the directors and the officers of the corporation as of the day the application is submitted; and
• The address of the premises at which the corporation carries on activities as of the day the application is submitted.

Employment Agreements:

Now that your Dentistry Professional Corporation is a legal entity, you will need to hire the right people to support your business. Setting up employment contracts is the best way to protect everyone’s legal rights and remove any ambiguity that may arise. Additionally, employment agreements are necessary for tax purposes, and to establish employment standards.

Trade Name: 

Finally, if you want to use another name to refer to your dentistry professional corporation for the purposes of advertising, or using that name on invoices, and/or contracts, you will need to register that second name as a trade name. For example, your corporation’s name is “Amin Dentistry Professional Corporation”, and you want to use “Dundas Dental” because your clinic is located on Dundas Street. In this case, “Dundas Dental” will have to be registered as a trade name under the Business Names Act. This is because a corporation cannot carry on business under any other name than its own name unless the name has been registered. For this reason, you will also need to disclose wherever appropriate that “Amin Dentistry Professional Corporation” is carrying on business under “Dundas Dental”.

Given this long list of compliance requirements, hiring a lawyer is the easiest way to ensure that your corporation is compliant, and save you time and money. If you have any questions regarding your dentistry professional corporation or would like to begin the process of setting one up, contact us to get started.