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18

Dental Hygiene Incorporation in Ontario: Read this first…

Dental hygiene lawyer Michael Carabash

Dental Hygiene Incorporation Ontario

Please note that the information provided herein is not legal advice and is provided for informational and educational purposes only. If you need legal advice with respect to setting up a dental hygiene professional corporation, you should seek professional assistance (e.g. make a post on Dynamic Legal Forms). We have Toronto, Ottawa, Hamilton, Mississauga, Brampton, and other Ontario business lawyers registered on the website who can answer your questions or help you with your professional corporation. I should know – I’m one of them and you can contact me directly (michael@carabashlaw.com).

Dental Hygiene Corporation

In this blog, I’m going to be discussing how to register a dental hygiene professional corporation. If you’re a dental hygienist, you’re allowed to incorporate your business in Ontario. This means that a corporation can hold itself out independently as providing dental hygiene services – i.e. without the need to be supervised or a part of a dental practice. It’s a good way to improve access to dental care for those who just need simple cleanings (i.e. no surgery or other heavy stuff).

Authority for Incorporating

The authority for incorporating comes from a couple of places. First, section 34.1(1) of the Regulated Health Professions Act, 1991 says that no health professional corporation (which includes dental hygiene corporations) can hold itself out as a health professional corporation unless it holds a valid Certificate of Authorization. Section 34.1(2) goes on to say that no person can hold themselves out as a director, officer, shareholder, employee, etc. of the dental hygiene professional corporation unless the dental hygiene corporation holds a valid certificate of authorization. And the penalties for failing to comply can be harsh: section 40 says that every corporation that violates section 34.1(1) could be fined up to $50,000 for the first offence and up to $200,000 for a second or subsequent offence; for individuals, those amounts are $25,000 and $50,000 respectively.

So lets get into the nitty gritty, shall we?

Step #1: Create an Ontario Corporation

Before you can have a dental hygiene professional corporation, you will need to incorporate your business. Incorporating entails:

  • Filing articles of incorporation with the Ontario government
  • Doing a NUANS name search to ensure that your proposed corporate name will not get into trouble with trademarks that already exist in your industry which may cause confusion because of similarities, etc.
  • Paying the fees to incorporate and the NUANS name search
  • Getting a minute book
  • Having a lawyer update the corporate minute book by preparing the by-laws, director resolutions, shareholder resolutions, director and shareholder registries, issuing shares, etc.

By the time you’re done all the paperwork, minute book update, consulting with a lawyer, etc., you should have a corporation. Now, keep in mind that, in order for that corporation to carry on business as a “Dental Hygiene Professional Corporation”, a few things need to be followed. I’ll get into this next…

Step #2: The Name of the Dental Hygiene Professional Corporation

You can’t pick any name you want for your corporation. You must:

  • NOT have a number for a name (e.g. 123456 Ontario Inc.);
  • Include the surname of a shareholder who is a member of the College of Dental Hygienists of Ontario;
  • Include the words “Dental Hygiene” and “Professional Corporation“; and
  • The name CANNOT include anything else.

Wondering where these requirements all came from? Check out the Ontario Business Corporations Act, section 3.2(2) and section 1 of the Certificates of Authorization Regulation (O. Reg. 39/02) made under the Regulated Health Professions Act.

Step #3: The Business of the Dental Hygiene Professional Corporation

The articles of incorporation must indicate that the corporation cannot carry on a business other than the practice of the profession governed by the College of Dental Hygienists of Ontario and activities related to or ancillary to the practice of that profession. Again, check out the Ontario Business Corporations Act, section 3.2(2)5 and section 1 of the Certificates of Authorization Regulation (O. Reg. 39/02) made under the Regulated Health Professions Act.

Step #4: The Share Structure of the Dental Hygiene Professional Corporation

You can’t have just any old share structure with a dental hygiene professional corporation. All of the issued and outstanding shares of the corporation can only be owned by one or more members of the dental hygiene profession, who hold a certificate of registration issued by the College of Dental Hygienists of Ontario. Furthermore, all officers and directors of the corporation must be shareholders of the corporation (i.e. dental hygienists). So there isn’t any room to issue non-voting shares to family members, etc. as you can with medicine professional corporations or dentistry professional corporations.

Step #5: Getting a Certificate of Authorization

Now, assuming you’ve complied with all of the above, once the corporation is up and running, it will need to have a Certificate of Authorization from the College of Dental Hygienists of Ontario. To do that, you’ll need to submit numerous documents (your lawyer will prepare and submit these on your behalf):

  • A completed application form;
  • Application fee of $750;
  • An Undertaking dated and signed by each shareholder of the corporation;
  • A Certificate of Status of the corporation issued by 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 lawyer can get this for you);
  • A certified copy of the Certificate of Incorporation of the corporation (including the Articles of Incorporation), which a lawyer can do for you;
  • A certified copy of every Certificate of Incorporation for the corporation that has been endorsed under the Business Corporations Act as of the day the application is submitted (if applicable);
  • a statutory declaration of a director of the corporation, executed not more than 15 days before the application is submitted to the Registrar, certifying the following:

i. that the corporation is in compliance with Section 3.2 of the Business Corporations Act (see above) including the regulations made under that section, as of the date the statutory declaration is executed,

ii. 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 College of Dental Hygienists of Ontario or activities related to or ancillary to the practice of that profession,

iii. that there has been no change in the status of the corporation since the date of the Certificate of Status (see above), and

iv. 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, his or her 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.

PHEW! That’s a lot. So you can see why it costs a few thousand dollars to hire a lawyer to do all of this. There’s a lot of compliance requirements to have a dental hygiene professional corporation.

In order to avoid wasting time and money NOT GETTING IT RIGHT, you should contact a lawyer (such as myself) to help you through the process. You can also make a post on Dynamic Legal Forms or you can contact me directly.

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