Professional Corporations

A1: A Certificate of Authorization is a licence that allows a professional corporation to practise within the scope of the regulated profession that issued the certificate. A corporation cannot practise a regulated profession unless it has obtained a Certificate of Authorization from the relevant regulating body.

A2: A health professional corporation (HPC) is a corporation that practices a regulated health profession, either through employees or by controlling the practice.

All shareholders, officers, and directors of a HPC must be registrants of the same regulatory college and the same profession. The only business a professional corporation can undertake is the practice of the regulated health profession and activities that are related to or ancillary to the practice of the regulated health profession. This includes the temporary investment of surplus funds earned by the corporation.

An audiology professional corporation or a speech-language pathology professional corporation must obtain a certificate of authorization from CASLPO before the corporation may begin to conduct business.

A3. If you are a CASLPO registrant and wish to incorporate your practice to offer audiology or speech-language pathology services, it is necessary to do so as a professional corporation and obtain a certificate of authorization from CASLPO.

However, if your corporation will not be directly providing audiology or speech-language pathology services but instead offering non-professional services such as leasing space, hiring administrative employees, marketing, acquiring equipment, and handling bookkeeping, you have the option to incorporate as a regular (practice management) corporation. In this case, a certificate of authorization from CASLPO is not required.

It is important to note that a regular corporation is not permitted to engage in the practice of the profession or invoice patients for professional services. These activities are limited to professional corporations that have obtained the necessary certificate of authorization from CASLPO.

A4: To apply for a Certificate of Authorization, you must:

1. Download the Certificate of Authorization Application Form and Guide 
2. Submit all required documents and forms to the College with the applicable fees.
3. Check for an email from the College notifying you of our receipt of your application and for any outstanding documents that have not been received. This email should arrive 15 days after the College has received your application.
4. The review process for your certificate of authorization will not begin until the College has received a complete application, which includes all of the required documents.
5. It will take 7 days to review and assess your application for a certificate of authorization. If your application for a certificate of authorization is approved, you will receive an email to inform you that your certificate of authorization has been issued. However, if a deficiency is found in your application, CASLPO will inform you that your application will require further review by the College's Registration Committee.

A5. When naming a professional corporation, the name of the corporation must strictly adhere to the required format and should not include any additional words or characters.

The name must:

1. Include the surname(s) of one or more shareholders, as listed in the College register. The name may also include the given name(s) of the shareholder(s), their initials, or a combination of given names and initials.
2. Indicate the health profession practiced by the shareholders.
3. Include the words "Professional Corporation" or "Société professionnelle".

For example:

• Singh Audiology Professional Corporation
• G. Singh Audiology Professional Corporation
• John Smith Speech-Language Pathology Corporation
• Smith LeBlanc orthophonie société professionnelle

A6: It takes the College 15 days to acknowledge the receipt of your application. If your application is incomplete, the College will acknowledge the receipt of any outstanding documents within 15 days. Once all of the required documents have been submitted, it will take approximately 7 days to review your application and issue your certificate of authorization.

A7: In order to obtain a certificate of authorization, you must pay the following fees:

1. An application fee of $100; and
2. A registration fee of $200.

A certificate of authorization must be renewed annually, and the annual fee is $500 per year.

NOTE: It is important for registrants who create a professional corporation through which to deliver health care services to carefully review and understand all fees and requirements associated with obtaining and maintaining their Certificate of Authorization in addition to the ones listed above such as the cost of obtaining and amending articles of incorporation, obtaining a corporate profile report annually, renewing annually, etc.

A8: Yes. if a patient initiates a lawsuit against a professional corporation and the individual professional who delivered the professional service, the professional corporation must have coverage for professional liability as well as the clinician providing the services.

Article 2 of CASLPO's By-law #4 states:

1. The corporation must provide proof of having professional liability insurance of at least $2,000,000.00 per claim.

A9: You must renew your certificate of authorization between November 1st and January 2nd each year.

An email notice will be sent to you at the end of October/beginning of November with a unique link to your renewal. If you do not receive this link by November 8th in the year, please contact the College at [email protected] and ask for the link to be resent to you.

A10: If you do not renew the Certificate of Authorization for your professional corporation, the director of the professional corporation will be sent a notice that the certificate of authorization will be revoked in 60 days if the certificate of authorization is not renewed. After 60 days has passed, if the certificate of authorization still has not been renewed, the certificate will be revoked, and the professional corporation will no longer be authorized to practice within the scope of practice of the professional corporation (i.e., audiology or speech-language pathology).

A11: No. Health professional corporations in Ontario can only be incorporated under the Ontario Business Corporations Act ("OBCA").

This means that a CASLPO registrant cannot incorporate their practice federally and then apply for a Certificate of Authorization. Section 1.4 of CALSPO's Bylaw #4 defines a professional corporation as a corporation incorporated under the OBCA that holds a valid Certificate of Authorization.

A12: A Health Professional Corporation (HPC) is a corporation that practices a regulated health profession, either through its employees or by controlling the practice.

In an HPC, all shareholders, officers, and directors must be registrants of the same regulatory college and profession. The sole purpose of a professional corporation is to engage in the practice of the regulated health profession and related activities including temporarily investing surplus funds earned by the corporation. An Audiology Professional Corporation or Speech-Language Pathology Professional Corporation must obtain a certificate of authorization from CASLPO before conducting business.

On the other hand, a regular business corporation provides administrative and coordination services such as leasing space, hiring administrative staff, marketing, purchasing equipment, and bookkeeping. However, it cannot engage in the actual practice of a regulated health profession or bill patients for professional services.

A regular business corporation has fewer restrictions on their business operations, and their shareholders can include both health professionals and non-health professionals, including family members.

Since regular business corporations cannot practice a regulated health profession, they are not required to register with the college(s) of their shareholders.

If a CASLPO registrant is employed by a regular business corporation, they must directly bill the patient for their services, and the invoices should clearly indicate that the professional is billing the patient or their insurance company, not the regular business corporation.

A13: No. All shareholders, officers, and directors of a HPC must be registrants of the same regulatory college and the same profession.

A14. The name of your practice may differ from the name of your professional corporation. A professional corporation is legally required to have a corporate name that meets specific requirements. However, the practice name of a corporation (i.e., the name used by the corporation to identify itself in day-to-day business) may not necessarily be the same as its legal corporate name. The practice name of a corporation is often more memorable and marketable to patients than the corporate name. You must ensure that the name you choose for your professional corporation is consistent with the CASLPO Advertising Standards. For example, you cannot convey the impression that the services that are offered by the professional corporation are superior to those that are provided by other registrants.

Q15. The primary purpose of a professional corporation is to engage in the practice of a regulated profession. The professional corporation can also engage in activities directly related or ancillary to the practice of that profession. However, professional corporations are generally limited to activities directly associated with providing professional services.

It is important to understand that professional corporations are typically not allowed to engage in activities that are not related to the practice of the profession. All activities undertaken by a professional corporation must comply with relevant laws and regulations.

Q16. If both you and your spouse are registered with CASLPO and practising the same profession, you and your spouse may become shareholders of the same professional corporation. However, if your spouse is not registered with CASLPO or practices a different profession, such as being a speech-language pathologist while you are an audiologist, you and your spouse are not permitted to be shareholders in the same professional corporation.

A17. No. Currently holding companies are not permitted to own shares in audiology or speech-language pathology professional corporations.

A18. An ancillary activity is a secondary or supportive activity that assists the primary function of a professional corporation.

It's important to note that the College does not maintain a specific list of activities that are considered ancillary to the professions of audiology or speech-language pathology.

For more detailed information on ancillary activities and their implications for your professional corporation, we recommend seeking advice from a lawyer and/or accountant who specializes in professional corporations.