This consolidation is unofficial and is for reference only. For the official version of the regulations, consult the original documents on file with the Registry of Regulations, or refer to the Royal Gazette Part II. Regulations are amended frequently. Please check the list of Regulations by Act to see if there are any recent amendments to these regulations filed with the Registry that are not yet included in this consolidation. Although every effort has been made to ensure the accuracy of this electronic version, the Registry of Regulations assumes no responsibility for any discrepancies that may have resulted from reformatting. This electronic version is copyright © 2009, Province of Nova Scotia, all rights reserved. It is for your personal use and may not be copied for the purposes of resale in this or any other form.
Medical Professional Corporations Regulations made under Section 17 of the
Medical Professional Corporations Act
S.N.S. 1995-96, c. 11
O.I.C. 96-637 (August 28, 1996), N.S. Reg. 140/96
as amended by O.I.C. 1998-391 (August 5, 1998), N.S. Reg. 56/981 In these regulations
(a) “Act” means the Medical Professional Corporations Act;
(b) “Council” means the Council of the College of Physicians and Surgeons of Nova Scotia constituted by the Medical Act;
(c) “permit” means a permit issued and in force pursuant to Section 4 of these regulations permitting a corporation to engage in the practice of medicine;
(d) “Registrar” means the Registrar under the Medical Act;
(e) “physician” means a medical practitioner as defined by the Medical Act;
(f) “prescribed” means prescribed by these regulations;
(g) “professional corporation” means a corporation issued a permit pursuant to this Act;
(h) “spouse” means a person married to another person and includes a man and woman who, not being married to each other, live together as husband and wife for at least one year.
2 A corporation may engage in the practice of medicine upon being issued a permit pursuant to these regulations.
3 An application for a permit or to renew a permit shall be made to the Registrar.
4 The Registrar may issue a permit to a corporation that
(a) files a completed application in accordance with Form A attached to these regulations under seal of the professional corporation;
(b) pays a fee of $150.00 on initial application or a renewal fee of $100.00 as applicable;
(c) provides the Registrar with a certificate of incorporation of the company pursuant to the Companies Act, and satisfies the Registrar that the professional corporation is a company limited by shares in good standing under the Companies Act and the Corporations Registration Act, and that it is a private company as defined by the Securities Act;
(d) satisfies the Registrar that the name of the corporation is a fit and proper name for a corporation engaged in the practice of medicine;
(e) satisfies the Registrar that the majority of issued shares of the professional corporation are beneficially owned by one or more physicians;
(f) satisfies the Registrar that the majority of the issued voting shares of the professional corporation are legally and beneficially owned by one or more physicians;
(g) satisfies the Registrar that all of the directors of the professional corporation are licensed physicians;
(h) provides the Registrar with written confirmation stating that the persons who will carry on the practice of medicine for or on behalf of the corporation are physicians.
5 A permit issued pursuant to Section 4 is valid for the licensing year in which it is issued.
6 A permit may be renewed upon application to the Registrar in accordance with Form B attached to these regulations under seal of the professional corporation and upon satisfying the Registrar that the corporation continues to meet the conditions specified in Section 4.
Section 6 amended: O.I.C. 1998-391, N.S. Reg. 56/98.7 An application to renew a permit shall be made not earlier than 90 days and not later than 30 days prior to the expiry date of the license.
8 (1) Where it appears to the Registrar that the professional corporation fails to meet any of the requirements specified in Section 4, the Registrar may, after giving written notice, suspend, revoke, or refuse to renew a permit issued under Section 4.
(2) Reference to the specific requirements of Section 4 which appear to the Registrar to have been contravened by the professional corporation shall be included in the notice.
9 Where, pursuant to Section 8, the permit of a professional corporation is suspended, revoked, or not renewed, the professional corporation may, within 15 calendar days, request that the Council review the Registrar’s decision.
10 (1) Where a professional corporation requests a review by the Council pursuant to Section 9, the professional corporation shall within 30 days of receiving notice of the Registrar’s decision, make written submission to the Registrar and to the Council.
(2) The Council may investigate the matter as it sees fit, and may require the professional corporation, its directors, officers, employees or shareholders to provide information and documentation to the Council.
(3) The Council may ratify, reverse or modify the decision of the Registrar as it sees fit.
(4) Where the Council reinstates or re-issues a permit suspended, revoked or not renewed pursuant to Section 8, the Council may prescribe terms and conditions upon which reinstatement or re-issuance of a permit may be granted.
11 No fees or other remuneration shall be paid to any individual or company holding a non- voting share in a professional corporation or holding company as trustee except for fees payable to the trustee solely for services rendered as trustee in an amount not exceeding the fees which might be fixed by the Supreme Court of Nova Scotia pursuant to the Trustee Act and in any such trust arrangement it shall be stipulated that such fees shall be subject to review by the court for the purpose of determining whether the fees are reasonable in the circumstances.
12 The professional corporation shall at all times display the current permit issued to it in a conspicuous place at its premises.
13 Where a professional corporation holding a permit proposes to change its name or operate under a business name other than its own name, it shall first satisfy the Registrar that the proposed name or business name is a fit and proper name for use by a professional corporation engaged in the practice of medicine.
14 The Memorandum of Association of the professional corporation shall not be changed without the written consent of the Registrar.
15 A professional corporation required to give notice to the Registrar pursuant to Section 9 of the Act shall give such notice in writing and satisfy the Registrar that it will continue to fulfil the requirements for issuance of a permit.
16 No physician shall cause or commit a proposed professional corporation or a holding company to engage in or invest in any business that is contrary to the proper and ethical practice of medicine or which creates a conflict of interest for the professional corporation or its employees.
17 Regulations made pursuant to the Medical Act with respect to advertising by members shall apply mutatis mutandis to any professional corporation which holds a permit under Section 4 of these regulations.
18 The Registrar may suspend the permit of a professional corporation without notice or investigation where the Registrar believes that it has contravened any regulation that requires it to pay a fee or assessment, file a document, or do any other act by a specified or ascertainable date.
19 A permit suspended by the Registrar pursuant to Section 18 may be reinstated by the Registrar upon payment of the fee or assessment, or upon receipt of a document required to be filed, or upon any other required act being performed by the professional corporation.
20 The Registrar shall maintain a Register of Professional Corporations and enter the name and address of the professional corporation upon issuance or re-issuance of a permit.
21 Every professional corporation shall
(a) maintain current financial records in accordance with generally accepted accounting principles;
(b) cause financial statements to be prepared at the end of each fiscal year;
(c) maintain current patient records; and
(d) maintain, in accordance with generally accepted business standards, records with respect to its employees.
22 The names and business names by which a professional corporation, a partnership of two or more professional corporations or a partnership of one or more professional corporations and one or more individual physicians may be known shall
(a) be in good taste;
(b) not imply superiority of qualifications, experience or education over that of other medical practitioners.
23 Upon 7 days written notice, a professional corporation shall provide the Registrar with access to the minute book records and such other business and financial records as may be reasonably required.
24 Any notice required to be given to a professional corporation pursuant to the Act or these regulations may be by prepaid registered mail to the address indicated on the Register of Professional Corporations and shall be deemed to have been received on the third day after the notice is sent.
25 Where notice of any act or thing is required to be given to the Registrar or the Council pursuant to the Act or these regulations, it shall be in writing by prepaid registered mail and shall be deemed to have been received by the Registrar or Council, as the case may be, on the third day after the notice is sent.
Form A - Application for a Permit (Pursuant to subsections 7(3) and 7(5) of the Medical Professional Corporations Act)
__________________________________ Limited/Incorporated (“Company”) with Registered Office at ______________ in the ____________ of ______________, in the Province of Nova Scotia, hereby applies for a permit under subsection 7(3) of the Medical Professional Corporations Act.
1. Attached are
(a) a copy of the Company’s Certificate of Incorporation;
(b) a Certificate of Status in respect of the Company issued by the Registrar of Joint Stock Companies, under the Companies Act and the Corporations Registration Act;
(c) payment of the fee prescribed by clause 4(b) of the regulations.
2. The name of the Company is _______________________________________
3. The objects of the Company stated in its Memorandum of Association include the objects of engaging in the practice of medicine and _________________________ _______________________________________________________________
4. The Company is a private company as defined by the Securities Act.
5. The total number of voting shares is
6. The total number of non-voting shares is
7. The persons who own voting shares of the Company who are not qualified medical practitioners under the Medical Act are
Name Address No. and class of shares
8. The persons who own voting shares of the Company who are qualified medical practitioners under the Medical Act are
Name Address No. and class of shares
9. The persons who own non-voting shares of the Company or for whom any shares of the Company are held in trust, and the trustee, if any, are
Beneficial Address Trustee Address No. and class
owner of shares
10. The directors of the Company, each of whom is a qualified medical practitioner under the Medical Act, are
Name Address
11. The President of the Company is
Name Address
12. The remaining officers of the Company are
Name Address
13. The persons who will carry on the practice of medicine for or on behalf of the Company, each of whom is a qualified medical practitioner under the Medical Act, are
Name Address
14. The Company undertakes that while its permit is in force, it will at all times faithfully keep and perform all of the obligations of a qualified medical practitioner and comply with all of the rules and requirements of the College of Physicians and Surgeons of Nova Scotia and the Medical Society of Nova Scotia.
15. I, _______________________ of ________________________, Nova Scotia, do solemnly declare
(a) that I am a qualified medical practitioner pursuant to the Medical Act;
(b) that I am a shareholder and director of the above named applicant;
(c) that the information in this application and in particular Sections 2 to 15 is true, accurate, and complete.
AND I MAKE THIS SOLEMN DECLARATION conscientiously believing it to be true and knowing it is of the same force and effect as if made under oath and by virtue of The Canada Evidence Act.
DECLARED AT , in )
the County of , Province of Nova ) _____________________
Scotia, on , 19 , before me: ) Applicant
)
_____________________________ ) Physician License No.______
A Barrister of the Supreme Court )
of Nova Scotia ) (Affix )
) (Corporate )
) (Seal )
FORM B - APPLICATION FOR RENEWAL OF PERMIT (Pursuant to Section 6 of the regulations made pursuant to
the Medical Professional Corporations Act)
Only forms that are typed or legibly printed will be accepted
NOTE: A renewal fee of $100.00 must accompany this form1. The name of the professional corporation is: ___________________________ ________________________________________________ (the "corporation")
2. The corporation is a valid and subsisting company limited by shares under the Companies Act, is registered and in good standing having paid the annual fees under the Corporations Registration Act and is a private company as defined by the Securities Act. Yes ____ No ____
3. All of the persons who carry on the practice of medicine for or on behalf of the corporation are physicians licensed to practice medicine in Nova Scotia.
Yes ____ No ____4. In the past year, have there been any changes respecting the shareholders, number of shares, share distribution, directors or officers of the corporation?
Yes ____ No ____
If yes, complete the relevant section(s) of Schedule A to this form and continue to Question 5. If no, go to Question 8.5. In the past year, have there been any changes to the persons who carry on the practice of medicine for and on behalf of the corporation? Yes ____ No ____
If yes, complete Section 6 of Schedule A to this form and continue to Question 6. If no, go to Question 8.6. All of the directors of the corporation are physicians licensed to practice medicine in Nova Scotia. Yes ____ No ____
7. The majority of issued shares of the corporation are legally and beneficially owned by one or more physicians. Yes ____ No____
8. The majority of issued voting shares of the corporation are legally and beneficially owned by one or more physicians. Yes ____ No ____
9. In the past year, have there been changes to the objects of the professional corporation? Yes ____ No ____ If yes, what are the current objects as stated in the Memorandum of Association? _________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________10. The corporation undertakes that while its permit is in force, it will at all times faithfully comply with all of the obligations of a licensed physician and with all of the rules and requirements of the College of Physicians and Surgeons of Nova Scotia and the Medical Society of Nova Scotia.
I, _________________________, a physician licensed to practice medicine in Nova Scotia and a shareholder and director of the professional corporation, hereby verify to the College of Physicians and Surgeons of Nova Scotia that the information and particulars contained in this application form and schedule are true and complete.
Dated at ______________ Nova Scotia, on the ___ day of _____________, 19__.
________________________________
Name of Professional Corporation
________________________________
Director
Physician License No._______
(Affix Corporate Seal)
* PLEASE ENSURE that the renewal fee of $100.00 is enclosed.
NOTE: Where changes have been indicated above, the
relevant sections of Schedule A must also be completed.
Form B - Schedule A
Complete, where applicable, if there have been changes in the past year.1. Total number of: issued voting shares _______
issued non-voting shares ________2. Issued shares legally or beneficially owned by licensed physicians:
Shareholder Name & Address No. of shares Voting or non-voting
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
3. Issued shares legally or beneficially owned by shareholders other than licensed physicians:
Shareholder Name & Address No. of shares Voting or non-voting
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
4. Issued shares held in trust:
Beneficial Owner Trustee
& Address & Address No. of Shares Voting or non-voting
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
5. Corporation directors and officers:
Name Address Title or position
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
________________________________________________________________
6. The persons who will carry on the practice of medicine for or on behalf of the professional corporation, each of whom is a licensed physician in Nova Scotia:
Name Address
____________________________ _______________________________
____________________________ _______________________________
____________________________ _______________________________
____________________________ _______________________________