The Professionals Practice Group at Siskinds has extensive experience dealing with many different legal issues that physicians encounter throughout their careers, both professionally and personally. We understand that each stage of a physician’s career will attract different legal needs and considerations. The needs of a newer physician are different than those of a physician who is in the middle of his or her career, or one who is nearing retirement from practice. As busy professionals, physicians may experience rapid change as their careers and personal circumstances advance. We recognize the unique legal and business requirements that physicians are faced with, and our experience in advising physicians on a variety of legal issues allows us to offer a comprehensive, multi-disciplinary suite of services tailored to assist physicians throughout their personal life, their career, and into retirement.
Some of the specific legal services we provide, tailored to physicians, include:
- incorporating, organizing and maintaining a professional corporation or corporations
- regulatory compliance with the College of Physicians and Surgeons of Ontario (CPSO)
- corporate reorganization and restructuring
- agreements between physicians and hospitals
- agreements among physicians, including Family Health Organizations (FHO)
- purchase and sale of medical practices
- partnership, fee-sharing, cost-sharing, and shareholder agreements
- commercial and residential real estate and leasing
- employment matters
- high net worth estate and succession planning
- wills and powers of attorney
- cyber security and privacy
A significant number of physicians choose to operate their practice through a professional corporation under the Ontario Business Corporations Act and the Regulated Health Professions Act. Once incorporated, a Certificate of Authorization from the CPSO is required for the professional corporation to practice medicine in Ontario. We routinely advise physicians on matters involving the incorporation, creation and maintenance of a professional corporation, to ensure regulatory compliance with the CPSO, laws and regulations. The professional’s relationship with his or her professional corporation will be as an employee. We assist in preparing an employment agreement that will provide flexibility on choosing compensation arrangements. However, the physician still has personal professional responsibility to his or her patients.
Incorporating a medicine professional corporation can bring significant advantages, including being taxed at a lower corporate tax rate compared to a personal tax rate, the payment of dividends to shareholders, and tax deferral strategies. We routinely provide advice to physicians about who may own shares of a medicine professional corporation and what types of shares may be issued to shareholders. We work directly with tax advisors and accountants to ensure that the most appropriate corporate structure is established in order to achieve long term goals.
Renewal Process for Medicine Professional Corporations
In order to comply with the Ministry of Health, the CPSO requires that the Certificate of Authorization held by each medicine professional corporation be renewed annually. The renewal process must be completed prior to the date of issue of the certificate. The process to renew the Certificate of Authorization requires the physician to complete the annual renewal application from the CPSO website and provide the required documentation requested by the CPSO including a Corporation Profile Report. The application contains questions that the physician must answer with respect to their corporation in order for the CPSO to determine whether the corporation continues to be eligible for a Certificate of Authorization. If the CPSO determines that the corporation is no longer eligible for a Certificate of Authorization based on the information provided in the physician’s renewal application, the CPSO will not renew the Certificate of Authorization.
We routinely assist our busy physician clients with this process. We maintain a tickler system and annually reach out to our clients so they may authorize us to assist, should they wish.
Physicians will often seek advice on estate planning. As physicians progress in their careers, the planning process becomes more complex and we routinely work with our clients’ tax and financial advisors to address the development of a clear plan. A key component of the estate plan will be the preparation of wills and powers of attorney. Since the majority of physicians practice medicine through a professional corporation, it may be advisable to have dual wills, which is an effective estate planning strategy used to protect certain eligible assets from estate administration tax, or probate. Shares in a private corporation do not commonly attract a requirement for probate. Engaging dual will strategy allows for the creation of a secondary will with respect to the shares and shareholder loans of the professional corporation to ensure that the professional corporation, as well as other eligible assets, are protected from estate administration tax, which would not be the case if only one will was used. The benefit of dual will strategy is quite desirable for physicians who practice through a professional corporation, especially as over time a significant portion of the physician’s net worth may be held by the professional corporation.
If you would like to discuss your estate plan with us, please contact us and we will be happy to schedule an initial planning meeting.
Retirement and Succession Planning
As physicians approach retirement, there are many considerations to be made regarding the development of an effective succession plan for their medical practice. Physicians may have the opportunity to sell their medical practice, or they may decide to change their medicine professional corporation into an investment holding company in order to hold the assets that the physician has accumulated within their professional corporation. Physicians will likely have accumulated assets within their professional corporation and the most beneficial way to handle these assets depends on the amount and type of assets remaining in the professional corporation upon retirement. If the professional corporation is to be re-characterized as an investment holding company, it will be necessary to notify the CPSO and to file articles of amendment. We routinely assist physicians with the development and execution of their succession plan and help identify the most beneficial options available to them in order to ensure a smooth transition into retirement.
Other Legal Needs
As physicians continue in their careers, there are many other legal needs that they will likely encounter such as leasing or purchasing an office or clinic space, hiring employees, entering into agreements with hospitals or other practice groups, associate agreements, partnership agreements, shareholder agreements, intellectual property issues, as well as purchasing or selling an existing medical practice. For more information on our services or how we can help, please feel free to contact us.