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Professional Corporations

There are restrictions on professional corporations for dietitians. The purpose of these rules is to prevent dietitians from avoiding their professional responsibilities to their clients and from circumventing their professional obligations to the College of Dietitians of Ontario. These restrictions, found in the Business Corporations Act, the Regulated Health Professions Act, and College By-Law 4, include: 
 
  1. A Certificate of Authorization must be obtained from the College of Dietitians of Ontario before a health professional corporation can practise a profession. The primary purpose of this document is to ensure that the shareholders of the professional corporation are known to the College and are accountable for the professional actions of the corporation. A second purpose is to ensure that the requirements and restrictions on the professional corporation have been met (the provincial government has downloaded this responsibility to the Colleges).
  2. All shareholders of the professional corporation must be members of the same College. For example, a dietitian and a physiotherapist could not be shareholders of the same professional corporation. This restriction effectively eliminates the possibility of income splitting with family members for most dietitians.
  3. Officers and Directors. Officers and directors must all be shareholders of the professional corporation. That means that they will all be members of the same College.
  4. The name of the professional corporation must contain the name of at least one shareholder, must say "professional corporation", must include a reference to the profession (e.g., dietetics) and must contain nothing else. Numbered corporations (e.g., 1234567 Ontario Ltd.) are not permitted. This lack of flexibility ensures that patients and regulators know with whom they are dealing.
  5. The professional corporation cannot be used to avoid a duty to a client or even to a member of the public who is not a patient. A specific provision requires that this duty to patients or the public override any competing duty of loyalty to the corporation. In addition, shareholders can be sued for any professional negligence or liability they may have to the patients of the corporation.
  6. Similarly, the professional corporation cannot be used to avoid a duty to the College of Dietitians of Ontario. Again, a specific provision requires that a dietitian's duty to the College take precedence.
  7. The corporation can only practise within the scope of the profession or provide "ancillary" services. For example, selling related products to clients (subject to any conflict of interest concerns) is probably ancillary. Investing surplus income is generally ancillary. Selling real estate or life insurance is probably not ancillary.