Share Ownership in a PC…

Posted by dmc on September 7, 2011 · Leave a Comment

Share Ownership in a PC

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, contact me (Michael Carabash) or David Mayzel.

So in this blog, I’m going to be talking about Dentistry Professional Corporations and the nature of share ownership.

Dentistry Professional Corporations

First, we start off with the idea that a Dentistry Professional Corporation is THE ONLY type of corporation that is allowed to provide dental services to the public in Ontario. Dentistry professional corporations are two things: (1) an Ontario for profit corporation (2) holding a Certificate of Authorization from the Royal College of Dental Surgeons.

Now, a dentist could offer dental services through various types of legal structures – for example, through themselves (i.e. as a sole practitioner), with others (e.g. through a partnership), or through a corporation (e.g. as an employee of a dentistry professional corporation). Dentistry Professional Corporations are SEPARATE LEGAL ENTITIES from the dentists who create them and who provide services through them. That’s why dentists can AND SHOULD (for tax saving purposes) have employment agreements with their dentistry professional corporation.

Now that you have a basic understanding of what a dentistry professional corporation is and how it is separate from its owners and managers, lets talk a little bit more about owning a dentistry professional corporation.

Authorized to Issue

First, when the corporation is first created – by filing the articles of incorporation with the government – the corporation will be authorized (i.e. allowed) to issue (i.e. to provide to someone who will become a shareholder) SHARES of a certain class or series. Now, a share is a document that signifies ownership in the corporation. The articles of incorporation will describe what the rights, duties, and privileges of the shares are. Those things could include the right to vote (e.g. to elect a new board of directors), the right to receive dividends, and the right to participate in the assets upon the dissolution of the corporation. The specifics of those rights can actually change by creating new classes of shares. But all the shares of the same class or series must be treated equally.

Issued and Outstanding

One of the first things that the incorporators of the corporation (i.e. those people who create the corporation) will do is ISSUE shares to individuals (who will become shareholders). The shareholders will need to provide money, property, or have rendered past services to the corporation in exchange for receiving the shares. The way this process happens is quite simple: the directors meet and pass a resolution issuing shares to certain people in exchange for one of the aforementioned things (typically money). This all gets recorded in the corporation’s minute book. Share Certificates may then be issued, showing that a certain person is the registered owner of a number and class of shares of the corporation.

Restrictions on Share Ownership

Now, when it comes to dentistry professional corporations, not everyone can own shares of a dentistry professional corporation. Indeed, only dentists can own voting shares. Dentist’s immediate family members (e.g. spouse, child, or parent) can own non-voting shares. And only one of those previously mentioned people can hold non-voting shares in trust for a voting dentist shareholder’s minor children.

Filed under Business Structures, Incorporating · Tagged with

Certificate of Authorization Annual Renewal!

Posted by dmc on July 5, 2011 · Leave a Comment

Dentistry Professional Corporations

It’s that time again…yes, if you’re a dentist with a dentistry professional corporation, you’ll need to renew your Certificate of Authorization. It doesn’t matter when you were issued your Certificate of Authorization. Basically, if you just incorporated in July, by August 31, 2011 you’ll need to renew the Certificate of Authorization for another year.

So how do you renew? Well, first you need to complete an application form. Then you need to get a Certificate of Status (which is no later than 30 days old before the annual renewal form is submitted to the Registrar). Then you need to have a Statutory Declaration (made in front of a lawyer) which is made no later than 15 days before the annual renewal form is submitted to the Registrar. Finally, you need to pay the College a fee (either $175 before July 31 or $200 before August 31). The fee is payable to the Royal College of Dental Surgeons of Ontario. There are a few other things that may need to get submitted (e.g. notice of change of shareholders; undertakings for new director dentists, undertakings for new voting shareholders, etc.).

Now, since you need to have a lawyer involved (and it makes sense to avoid costly and time-consuming mistakes), our law firm will handle everything for one flat rate fee. Contact us to find out more!

Filed under Blog, Incorporating · Tagged with annual renewal, certificate of authorization, certificate of status, college fee, dentistry, dentistry professional health coropration, professional corporation, rcdso, renewal application, renewal form, statutory declaration

Using a PC can save you $$$

Posted by dmc on May 26, 2011 · Leave a Comment

Professional Corporations can save dentists $$$

In this blog, I’ll be discussing the various ways that dentists can save $$$ by using a dentistry professional corporation.

1. Income Splitting with your Family Member as an Employee

All things being equal, a person who earns $100,000 as employment income will pay about $27,000 in federal and provincial income taxes in 2011. But if that income were equally split between two people, each would only pay about $8,900 in taxes (or about $17,800 in total taxes). That almost $10,000 in tax savings. And it’s all done through income splitting. So how can a dentist income split with his or her family through a corporation?

First, a dentistry professional corporation can hire a member of their family (e.g. husband, wife, child, etc.) to work as an employee of the dental practice. So long as the payment is reasonable in light of the ACTUAL services provided (e.g. receptionist, office manager, marketer, website designer, etc.), then the dentistry professional corporation will be allowed to deduct those expenses in determining its net income. So the corporation received revenue from patient billings and, before paying tax on those billings, was able to deduct an amount as an expense. The family member employee will be taxed at their full marginal rate on the employment income they received. Now, assuming that the family member was in a lower marginal tax rate than the dentist, then this form of income splitting would work (as long as the amount paid for the services was REASONABLE).

2. Income Splitting with your Family Member as a Shareholder

Now, another way to income split with your family is by issuing them shares of your dentistry professional corporation and then declaring and paying dividends. The corporation would end up paying 15.5% income taxes on the first $500,000 of active business income (you can read up about this on my blog) and, from the retained amount, could pay up to $40,000 of dividends to a family member. If the family member didn’t earn income from any other source, then they would end up paying very little tax on the dividends they receive. You can read up more about dividends and paying little or no tax on dividends in this blog.

3. Repaying a Corporate Loan

If you as a dentist took out a business loan in your name and had to repay it, then you’ll need to repay it from after-tax dollars. Well, if you earned $100,000 in 2011 and paid the $27,000 in federal and provincial taxes (and we’re not even considering Canada Pension Plan contributions or Employment Insurance premiums!), then you’d only have about $73,000 of disposable income left in your pocket to repay your loan. But what if the dentistry professional corporation earned the $100,000 instead (as active business income) and paid 15.5% income tax on that amount? Well, the corporation would then have $85,000 of disposable income left which it could use to repay a corporate loan! Get it! So it’s cheaper to have the dentistry professional corporation take out a business loan than it is for a dentist to take it out personally. This way, the corporation would have more funds available to repay the loan. Remember: the loan is not a deductible expense to the corporation; only the interest is so long as the loan is used for business purposes (e.g. buying equipment, leasing space, paying employees, paying for marketing, etc.).

4. Lifetime Capital Gains Exemption

I’ve spoken at length about the lifetime capital gains exemption. Basically, if you’re a dentist and you’re looking to sell your practice, you can take advantage of the lifetime capital gains exemption on the sale of shares of a small business corporation. You essentially pay little or no capital gains tax up to a certain limit on the sale of the shares (currently: $750,000). You can even multiply the capital gains exemption by using your family members (e.g. by issuing common but non-voting shares to your spouse and adult children). This is a huge tax saving opportunity for dentists looking to sell their practice.

5. Employment Contract with $10,000 Tax Free Death Benefits

I’ve blogged about this topic quite extensively. When you set up your corporation, you’ll need to have some kind of relationship with the corporation in order to conduct business on its behalf. Most likely, the dentist will be an officer, director, and employee of the corporation (unlikely to be an independent contractor). Well, it’s a good idea to have the corporation enter into an employment agreement with you that provides for your dentistry professional corporation paying out up to $10,000 to your beneficiary of tax-free money at the time of your death. Here’s how it works:

When a dentist dies, designated recipients can receive a $10,000 tax-free death benefit. Here‘s how it works. Assume that a dentist has a professional corporation. In recognition of the dentist‘s service as an officer, director, or employee, the professional corporation agrees to pay the dentist‘s surviving spouse $15,000 on or after the dentist‘s death. This is called a “death benefit“. Now, section 56(1)(a)(iii) of the Income Tax Act says that the surviving spouse must include, for the purposes of calculating their taxable income, any “death benefit” they receive (i.e. $15,000) minus $10,000 (this is how “death benefit” is defined in section 248(1) of the Income Tax Act). As such, the surviving spouse ends up paying no tax on the first $10,000 they received from the dentistry professional corporation as a death benefit. They would only be taxed on the remaining $5,000 death benefit.

If the death benefit is not paid to the dentist‘s surviving spouse or common law partner, then the first $10,000, net of the death benefits received by the surviving spouse or common law partner, is not included in the recipient‘s income. For example, if a deceased dentist‘s surviving spouse received a death benefit of $6,000 and a surviving child received a death benefit of $6,000, then the entire $6,000 received by the surviving spouse would be tax-free whereas only $4,000 of the $6,000 received by the child would be tax-free. The idea is that the recipients of the death benefit must evenly split the $10,000 exemption which the employee‘s surviving spouse or common law partner have not used.

Worth mentioning is that any payment made out of a superannuation or pension fund or plan cannot qualify as a death benefit; furthermore, “death benefits” received under the Canada Pension Plan do not qualify as death benefits for income tax purposes.

6. Double Wills to save on Estate Administration Taxes

I’ve blogged about this quite extensively. The bottom line is that you can save on paying estate administration taxes by having two wills: one will for your assets that do not include your dentistry PC shares and another will that deals only with those shares. If your shares are worth $1-million, you will have saved $14,500 by using multiple Wills!

Conclusion

If you’re wondering whether incorporation is right for you, you should speak with an accountant and a lawyer. There are a myriad of considerations (e.g. expenses, administration, etc.) and rules that would affect the decision to incorporate.

Filed under Blog, Incorporating · Tagged with dental lawyer, dental practice, dentistry professional corporation, incorporate, ontario dental law, save money, transfer assets

Giving Shares to your Family members? (Part 2)

Posted by dmc on May 26, 2011 · Leave a Comment

Redeemable Shares via a Dentistry Professional Corporation

What are dividends all about?

You’ve heard of them before: dividends. What are they and how do they work with dentistry professional corporations? Well, there are only a few ways to suck money out of a corporation:

as an employee earning employment income;
as an independent contractor earning business income;
as a person who has given a loan to, or taken a loan from, the corporation; or
as a shareholder who receives dividends.

With respect to dividends, here’s how it works. First, the corporation is created. This is done initially by filing documents called Articles of Incorporation with the Ontario government. In those Articles, there will be a section that asks about the share structure of the corporation. The share structure basically means two things:

How many and what type of shares is the corporation authorized to issue (i.e. to give to people)?; and
What are the rights, privileges, and obligations of those shares?

Now, when I set up the Articles of Incorporation for a dentist, I typically create (in conjunction with consultations from your accountant) about 10 classes of shares – each with their own rights, privileges, and obligations. I also authorize the corporation to issue an unlimited number of any type of share it wants. It doesn’t have to, but I leave it open for the corporation’s directors to do so. If there were multiple shareholders and they wanted to limit the number of shares of a particular class of shares that the corporation could issue, then they would either place restrictions on the number of shares that the corporation can issue in the Articles of Incorporation or have a Shareholders Agreement that says so.

Now: why so many classes of shares? To be flexible of course! In fact, if you set up (or had someone else set up) a dentistry professional corporation without all of these different classes of shares, I would have to amend your articles of incorporation (which is a process in and of itself) in order to give you that flexible share structure.

Differences between the classes of shares?

To start off, it doesn’t matter what you call the classes. You can call them Class A, Class B, Special Class A, Common, Voting, Non-Voting, Preferred, etc. At a minimum, however, you must have at least one class of shares with voting rights. This means that whoever owns these shares (either they were issued directly from the corporation to a person or that person purchased them from another person who owned them) has the right to vote at meetings. What are they voting for? Well, they’re casting their vote for who they want to be a director of the corporation. In other words, the shareholders are voting for who they want to manage the corporation. Now, in reality, the shareholder and director of a dentistry professional corporation will be the same person: the dentist.

Now, getting back to the different classes of shares, here’s what you need to think about. First, whoever owns the non-redeemable voting shares essentially owns the value of the corporation. The non-redeemable part means that the corporation has no right to have the shares redeemed at a set price. Why are there redeemable shares to begin with you ask? Well, if you’re issuing shares to family members or to a trustee on behalf of minor children of a voting shareholder dentist, then you will want the ability (as a director of the corporation) to essentially take back those shares by redeeming them for a set price (e.g. $1 per share; $2 per share, etc.) without their consent. This essentially makes each redeemable shares’ intrinsic value worthless. In other words, if the can be easily redeemed for a low price without the shareholder’s consent, then they do not represent any real value of the corporation. You typically issue redeemable shares to family member who you want to sprinkle dividends upon, but without giving up control over the corporation. You do this, for example, to avoid having a family member stop you from selling your company (e.g. they’re holding out and you need to do something about it!). You also do this in other situations, such as the breakdown of a marriage, upon death of a family member, if your children have grown up, etc.

So how do you issue dividends?

Dividends are payments made to shareholders. If you only had one class of shares, the directors of the corporation you wouldn’t be able to differentiate who gets paid what. You can’t discriminate against shareholders of the same class. They are all entitled to the same rights, privileges, etc. So if you want to pay dividends to some shareholders, but not others, you need to create other classes of shares. We call these ‘dividend sprinkling shares’. They are typically redeemable special shares that are given to dentists and their family members.

Now, in order for dividends to be given to shareholders, you need to realize where they come from: after-tax dollars. Unlike employment income or business income that is paid by a corporation as a pre-tax labour expense attributable to a dentist, a dividend can only be declared by the board of directors of the corporation if there is money left over after net income has been calculated and taxes have been paid. There are certain duties imposed on directors which would also prevent them from declaring dividends. For example, under section 38(3) of the Ontario Business Corporations Act, directors of a corporation are not allowed to be declared or paid by a corporation if there are reasonable grounds for believing that the corporation, after payment, wouldn’t be able to pay its liabilities as they become due OR if the realizable value of the corporation’s assets would be less than the sum of its liabilities and stated capital of all classes of shares.

In order to properly document the declaration and issuing of dividends, the financial statements for a fiscal period should be prepared, the directors should have a meeting, and minutes should be taken at that meeting. The minutes will reflect that the directors understood their obligations in issuing dividends and decided to do so in a certain amount and to a certain class of shareholders. The dividends are declared to be paid to the shareholders of a certain class or classes on record as at a certain date. Then, it’s up to the corporation to pay out those shareholders.

Filed under Blog, Incorporating · Tagged with dentistry professional corporation, dividends, income splitting, share structure, toronto dental lawyer

Giving Shares to your Family Members? Read this first!

Posted by dmc on May 26, 2011 · Leave a Comment

Dividend Sprinkling Shares via a Dentistry Professional Corporation

Why income split through shares?

OK, so you have a dentistry professional corporation and you want to issue shares to your family members? Why? Because you want to income split. You see: you pay less overall taxes by taking the income earned by one person with a higher income tax bracket and dividing that income among two or more persons with lower income-tax brackets. The more you divide it up this way, the less tax that is paid overall. That’s the beauty of our progressive tax rate system. Basically, after the corporation earns and pays its taxes on income, the retained earnings can either be retained in the corporation or dividend out to shareholders.

So who can you income split with?

Under section 1(2.2) of the Certificate of Authorization Regulations made under the Regulated Health Professions Act, 1991, a dentist can only income split (i.e. issue shares of the professional corporation) to:

another Ontario dentist, who holds it directly or indirectly;
a family member of an Ontario dentist who is also a voting shareholder of the dentistry professional corporation, who holds it directly or indirectly; and
an individual, as trustee, in trust for one or more children of a voting dentist shareholder who are minors, as beneficiaries.

Note: only dentists can hold voting shares; everyone else can only hold non-voting shares.

Who is a Family Member?

Now, only family members of a voting dentist shareholder are entitled to own shares. So who counts as a “family member?” Well, the Regulations define family members as a dentist shareholder’s spouse (married or living in a conjugal relationship outside of marriage), child or parent.

But who is a spouse, child or parent?

Curiously enough:if a dentist is living in a conjugal relationship with someone for 6 months, will that person be considered their spouse (under the Family Law Act, spousal support applies to persons who live in a conjugal relationship for at least 3 years). What about children who live with you but aren’t of your own blood? For example: a husband or wife brings in a child from another marriage or common law relationship? Will that child count? What about adopted children? What about parents in law? Will courts simply look at de fact (i.e. factual) or de jure (legal) relationships to determine whether a person is actually the spouse, child, or parent of a dentist shareholder?

Holding Shares Directly or Indirectly?

Now, even though the Regulations mention that a dentist and the spouse of a voting dentist can hold their shares INDIRECTLY, what exactly does that mean? Well, you would assume that it means that they can have another corporation which they own 100% of to own their shares right? I mean: why else would the regulations say “indirectly”? But, after speaking with the Royal College of Dental Surgeons of Ontario, their interpretation is simple: NOPE, the shares must be held DIRECTLY. In fact, they told me over the phone that they haven’t seen anyone try to hold the shares indirectly in the manner I described above. Interesting… I’m assuming that, if a dentist applied for a Certificate of Authorization from the College and had put down a wholly owned corporation as the holder of their shares, then the College would reject the application. So there would be difficulties getting a Certificate of Authorization from the get-go.

Holding the shares in a Trust?

The final provision of who can be a shareholder is not without its difficulties either. It says that an INDIVIDUAL can hold the shares as trustees. But who is an individual? It’s not defined in the Regulations. Nor is that word found in the Interpretation Act (Ontario). Typically, we lawyers equate the word “individual” to a person who is not a corporation. In other words, an “individual” is a human being. You can see this elsewhere. For example, section 248(1) of the Income Tax Act says that an “individual” is a person other than a corporation. The Interpretation Act (Ontario) says that a “person” includes a corporation. We lawyers interpret this to mean that a “person” includes an individual human being and a corporation, but an “individual” does not include a corporation.

The bottom line is that, although the Regulations and the Interpretation Act (Ontario) do not define an “individual”, it most likely means a human being and not a corporation. Otherwise, the Regulations would have used the word “person”.

So is the idea that ANY INDIVIDUAL can hold the shares as trustee for the minor children (as beneficiaries) of a voting dentist shareholder? Well, the College has interpreted this provision to mean that only INDIVIDUALS who are entitled to hold shares DIRECTLY may hold the shares on behalf of these minor children. In essence, this means that only dentists themselves or the spouses of voting shareholder dentists may be trustees.

Taken altogether, the College has taken some pretty narrow views of how to interpret the Regulations. No corporations are allowed to get involved and not just anyone can be a trustee for minor children of voting shareholder dentists.

In the next blog, I’ll talk about the share structure of a dentistry professional corporation.

Filed under Blog, Incorporating · Tagged with beneficiary, child, corporation, dental company, dentistry professional corporation, family members, income splitting, minor children, parent, share structure, toronto dental lawyer, trust

Incorporating your dental practice? Consider this…

Posted by dmc on May 19, 2011 · Leave a Comment

Incorporating your dental practice?

If you’re thinking about incorporating your dental practice, you’ll need to think about the following:

Plan Ahead

Look, you can’t backdate a dentistry professional corporation (i.e. want it to come into existence some time last year). You need to create a corporation and then apply for a Certificate of Authorization from the Royal College of Dental Surgeons of Ontario (“RCDSO“). When RCDSO receives the application, and assuming it’s approved, they will issue a Certificate of Authorization to you and it will be dated on the date they received the application. So the bottom line is that, because these things take time (incorporate and obtain Certificate of Authorization), you’ll need to plan ahead if you want to get them done. Allow a few weeks to meet with lawyers, accountants, appraisers, etc. to get the process done.

Transferring your Assets

If you’re presently conducting your dental practice as an unincorporated business (e.g. as a sole practitioner or through a partnership) and you incorporate your dentistry professional corporation, the next step will involve transferring your personal assets related to the dental practice to your dentistry professional corporation. Fortunately, aside from some minimal HST that may need to get paid, no immediate taxes are paid on the transfer of the assets to your corporation. This is a tax free rollover. Keep in mind that a special election must be filed with the tax department if you want to use this tax free rollover. If you file late, you could be slammed with a heft penalty. If you never file, you could end up getting a heft tax bill when the Canada Revenue Agency looks at the transaction.

Buying a Practice?

Typically, a dentist looking to purchase a dental practice will do so through a dentistry professional corporation. That corporation will purchase the shares of another dentistry professional corporation (i.e. the seller) and then the two corporations will amalgamate into one new corporation.

Selling your practice? Use the Lifetime Capital Gains Exemption

If you’re thinking about selling your practice, you will likely be selling the shares of the dentistry professional corporation which you own. There are significant tax advantages to doing it like this: you may get to use any lifetime capital gains exemption available on the sale of shares of a small business corporation. This means that you’ll pay little or no capital gains tax when you sell your shares. I’ve previously blogged about this quite extensively.

You may even be able to multiply the lifetime capital gains exemption by having your family members own shares of the dentistry professional corporation. Only certain family members can do this. And they can only own certain shares. Consult a lawyer and an accountant for more information about the ideal share structure.

Please keep in mind that to qualify for the lifetime capital gains exemption on the sale of shares of your dentistry professional corporation, a professional corporation should exist at least 24 months before the intended sale of the dental practice. There are exceptions to this rule and you should contact an accountant for information about this.

Double Wills: Save $$$

I’ve blogged extensively about this too. The bottom line is that the value of your dentistry professional corporation’s shares can be excluded from probate by having 2 wills: one for the corporation and one for everything else. This could end up saving you about $14,500 if your shares are worth $1-million.

Employment Agreement with Death Benefit: $10,000 TAX FREE

When you set up your corporation, you’ll need to have some kind of relationship with the corporation in order to conduct business on its behalf. Most likely, the dentist will be an officer, director, and employee of the corporation (unlikely to be an independent contractor). Well, it’s a good idea to have the corporation enter into an employment agreement with you that provides for your dentistry professional corporation paying out up to $10,000 to your beneficiary of tax-free money at the time of your death. Here’s how it works:

Filed under Blog, Incorporating · Tagged with $10, 000, dental lawyer, dental practice, dentist lawyer, eath benefit, incorporating, ontario dental law

Dentistry Professional Corporations: More on Personal Services Business Corporation

Posted by dmc on May 19, 2011 · Leave a Comment

Personal Services Business Corporations

This is a follow up to my last blog, where I started talking about one pitfall that associate independent contractor dentists want to avoid: being deemed at law by the Canada Revenue Agency to be operating through a Personal Services Business Corporation. Basically, if this happens, then the associate’s dentistry professional corporation won’t be able to have the first $500,000 of its active business income taxed at the low rate of 15.5%. Furthermore, the corporation would be limited in making certain deductions that would otherwise be permitted in computing its income. Ouch!

Recall that one of the requirements for a dentistry professional corporation to be deemed to be a personal services business corporation is the idea that the associate would, if it weren’t for the dentistry professional corporation, be AN EMPLOYEE of the director. So if the Canada Revenue Agency is making this determination, what factors are they looking at?

Well, the Canada Revenue Agency’s Interpretation Bulletin 73R6 talks about this. It says the following:

¶ 19…. The determination of whether an incorporated employee would otherwise be regarded as self-employed or as an officer or employee of the entity to which the services were provided is a question of fact. The following list of factors, although not exhaustive, are indications of employee status:

(a) the entity to which the services are provided has the right to control the amount, the nature and the direction of the work to be done and the manner of doing it;

(b) the payment for work is by the hour, week or month;

(d) a requirement that a worker must work specified hours;

(e) the worker provides services for only one payer; and

(f) the entity to which the services are provided furnishes the tools, materials and facilities to the worker.

Did you notice that these factors are very similar to the test of independent contractor vs. employee which I’ve blogged about elsewhere? Check out these blogs. Specific factors which the courts have held relevant include:

whether the associate solicits his or her own clients (apart from the dentist);
whether the associate has their own business cards and marketing materials or simply uses that of the dentist’s;
whether the associate’s name is on the dentist’s phone directory;
whether the associate’s corporation is paid regularly without submitting an invoice;
whether or not the dentistry professional corporation can risk losing money; and
whether ongoing services are performed over an indefinite period of time (as opposed to a set term).

So what’s important here is not only what the agreement says between the dentist and the associate’s dentistry professional corporation, but the reality of the relationship between all three parties: the dentist, the associate, and the associate’s dentistry professional corporation. If the written agreement makes the associate out to be more of an employee than an independent contractor, then the final aspect of the personal services business corporation requirement may have been met (thereby denying the dentistry professional corporation the ability to use the small business tax rate and make certain deductions in computing its income for tax purposes).

Anyways, that’s enough on that topic for now…

Filed under Blog, Incorporating · Tagged with dental company, dental incorporation, dentistry professional corporation, professional service business corporation

Incorporating dental practice | Dentistry Professional Corporation: What you need to know!

Posted by dmc on May 19, 2011 · Leave a Comment

Dentistry Professional Corporations (Part 1)

Incorporate a Dental Practice

While there are about 8,500 dentists in Ontario, only about 4,500 of them have dentistry professional corporations. Why do dentists incorporate? And what’s the holdup for other dentists?

Incorporating a dental practice is done mainly for tax purposes. You can defer paying taxes by having the corporation only pay 15.5% on the first $500,000 of active business income and then leaving the after tax dollars inside the corporation. You can income split by using your immediate family (e.g. spouse, children). You can also sell the shares of your dentistry professional corporation and pay little or no taxes by using and multiplying your lifetime capital gains exemption (currently $750k).

But what else should you know about when it comes to incorporating? Well, lets look at the not-so-often discussed points.

Liability

When someone creates a corporation, they are essentially creating another person. That person can own their own assets, take on their own debt, be sued and sue others, etc. Importantly, they are owned by people who hold shares in the corporation (i.e. certificates evidencing ownership). Now, when it comes to the liability of the shareholders for the debts and obligations of the corporation, the liability of shareholders is said to be “limited”. In other words, their personal assets are not exposed to the debts and obligations of the corporation. It’s the corporation’s assets that are exposed to being used to pay off creditors and others.

To reiterate, under the Business Corporations Act, the shareholders are generally not liable for any act, default, obligation or liability of the corporation: section 92(1). There are certain exceptions to this general rule. For example, courts have lifted the corporate veil to impose personal liability on shareholders in certain cases, which I have previously blogged about (e.g. fraud, lack of respect for corporate form, alter ego, thin capitalization, etc.). Furthermore, there may be statutory impositions of liability on shareholders under the Business Corporations Act.

So what about dentistry professional corporations? Does the same general rule of limited liability apply? Well, when it comes to professional liability, the answer is “dentist’ liability is UNLIMITED”. Section 3.4(1) of the Business Corporations Act says very clearly that section 92(1) does not limit the professional liability of a shareholder of a professional corporation. The Act even goes on to say that the shareholder’s acts (and the acts of the employees, officers, and directors) are deemed to be the professional corporation’s for the purposes of professional liability (section 3.4(2)). No doubt, these provisions were put in place to protect the public from bad dentists who incorporated their practice to avoid liability for malpractice. Heck, even if the dentistry professional corporation is a member of a partnership, the shareholder of that corporation cannot escape professional liability.

Now, what about liability for things that are unrelated to the professional liability? Well, the Act doesn’t address those matters directly. But if you take section 3.4(1) and 92(1) together, it would appear that dentist shareholders have limited liability for things unrelated to professional liability. This could include entering into a commercial lease and defaulting on the lease, taking out and then defaulting on a bank loan, hiring or terminating staff inappropriately, and leasing equipment and then defaulting on that lease. Basically, anything that the dentist would do in the context of running a business and not necessarily providing professional dentistry services COULD essentially give the dentist limited liability as a shareholder of the corporation. In any event, dentists should take caution when entering into these types of legal agreements (e.g. leases, loans, employment agreements, etc.) and should also have insurance in place if things go awry.

Small Business Tax Rate

Not every dentist should be incorporating his or her practice. Only if they make a certain amount of income each year, have family members to split their income with, or are thinking about selling their practice should they then think about doing it. Not only are there many procedural hurdles to cross along the way to getting incorporated, but it also costs money: legal and accounting fees. It also takes time to set up the corporation, get a bank account, roll over existing assets to the corporation, have the corporation assume the obligations of the practice (e.g. lease, loans, employees, etc.), etc.

One thing worth mentioning is the small business tax rate for small business corporations. With a corporation, the first $500,000 of active business income is taxed at a much lower rate than for individuals: it was (combined federal and provincial) only 15.5% for 2011 . So what does this mean for dentist shareholders? Well, instead of having to claim all their practice’s income in a given fiscal year, they can leave it in the corporation, pay less tax, and then either reinvest it or dividend it out to shareholders – particularly those who are in lower income tax brackets. This all ends up deferring or saving taxes altogether!

Personal Services Business Problem: AVOID THIS ONE!

So how could a dentist lose out on this 15.5% tax rate and end up getting charged the much higher (the regular) tax rate for a corporation? Well, the Income Tax Act has a whole bunch of rules related to denying Personal Services Business corporations the tax advantages of incorporating. The idea is that if an employee associate of a dentist simply incorporates and continues to provide services to the dentist through their corporation, then the corporation will not benefit from the small business tax rate of 15.5%.

So what’s a Personal Services Business corporation? It gets complicated, so just follow me for a second.

Incorporated Employee

First, a Personal Services Business corporation carries on business where an individual (i.e. human being) performs services on behalf of the corporation. In the typical situation, an associate dentist would incorporate their practice and their dentistry professional corporation would in turn be hired by a dentist to provide dental services. For its part, the dentistry professional corporation would engage the associate to provide those services to the dentist on its behalf (the associate is called an INCORPORATED EMPLOYEE). Remember: there are 3 persons involved at this point: (1) a dentist (who hires the dentistry professional corporation), (2) a dentistry professional corporation that is hired to provide services and which in turn engages the associate to perform those services and (3) an associate (i.e. the INCORPORATED EMPLOYEE) who provides services to the dentist on behalf of or for the dentistry professional corporation (because a corporation cannot do anything without human actors!).

Specified Shareholder

Now, we’re just getting started with the tax rules, so pay attention. A Personal Services Business Corporation is a business who has one of these INCORPORATED EMPLOYEES performing services to a dentist through the corporation. But the INCORPORATED EMPLOYEE must also be a SPECIFIED SHAREHOLDER of the Corporation. What does that mean? Well, a SPECIFIED SHAREHOLDER is someone who owns at last 10% (directly or indirectly) at any time in the given year, of the issued shares of any class of the capital of the corporation.

Employee of the Dentist

Now, just when you thought we were done with these tax rules which deny Personal Services Business Corporations from qualifying for the small business income tax rate for corporations (15.5%), there’s one more requirement that applies: the Incorporated Employee would reasonably be regarded as an officer or employee of the person or partnership to whom or to which the services were provided (i.e. the dentist who needs the associate) but for the existence of the corporation. What does this mean? Basically, if the Incorporated Employee – had he or she not incorporated a dentistry professional corporation – reasonably been regarded as an employee, then their dentistry professional corporation will not qualify for the small business tax rate of 15.5%.

UNLESS…

Now, even though we have to look at a number of things to determine whether the dentistry professional corporation of the associate would qualify for the small business tax rate of 15.5%, there is an exemption: if the dentistry professional corporation employs throughout the year more than 5 full time employees, then it will not be considered a Professional Services Business Corporation! Sounds good, but that means you have to fork over a lot of money to full time employees to qualify! Ouch! I guess the government figured that, if you’re employing at least 5 full time employees (plus yourself, so it’s actually 6), then you’re more legitimate as an independent business and not just an employee in disguise.

RATIONALE

So what is the rationale for limiting the small business tax rate by saying that Personal Services Business Corporations aren’t entitled to it? Well, it has to do with fairness: Personal Services Business Corporations are merely a way of disguising an employment relationship but allowing the dentistry professional corporation to take advantage of favourable income tax rates. That’s why they are not allowed to benefit if the above rules are true. What does this mean for dentist associates? BE CAREFUL when you’re asked to incorporate as an associate independent contractor. You might not get to take advantage of the favourable tax rates and rules that go hand in hand with typically having a corporation!

SUMMARY:

If you are an associate dentist who has been asked to incorporate their practice as an independent contractor to provide services to one dentist, then you may be considered a personal service business (and not entitled to favourable income tax rates and rules) if:

You perform the services to the dentist on behalf of your corporation;
You owns 10% or more of any class of shares of your corporation;
Without the use of your corporation, you would be considered an employee of the dentist; AND
Your corporation has fewer than 6 full-time employees.

There are other, more complicated and intricate tax rules, but you can get the gist of it by reading the above. In the next blog, I’ll discuss what factors the Canada Revenue Agency considers relevant when trying to determine whether an associate would reasonably be regarded as an employee of a dentist instead of as an independent contractor.

Filed under Blog, Incorporating, Taxes · Tagged with associate, dental law, dental lawyer, dentist, dentistry profesional corporation, dentistry professional, income tax, incorporation, professional services business corporation

Setting up a Dental Professional Corporation in Ontario

Posted by dmc on February 17, 2011 · Leave a Comment

So you are a dentist and you want to have a professional corporation for tax purposes. Here’s the general process:

Under the Regulated Health Professions Act, 1991, no corporation shall hold itself out as a health profession corporation unless it holds a valid certificate of authorization: s. 34.1(1).
Schedule 2 of that Act discusses Health Profession Corporations (ss. 85.8 through to 85.14).
Subject to the regulations made the Act and the by-laws, one or more members of the same health profession may establish a health profession corporation for the purposes of practising their health profession: s. 85.8(1).
The Certificates of Authorization (Ontario Regulation 39/02) are made under the Act.
You will need to have a corporation BEFORE you can have a health profession corporation. In other words, a health profession corporation is simply a corporation holding a certificate of authorization. So the corporation will need to be registered under the Canada Business Corporations Act or the Ontario Business Corporations Act. To register a corporation, you should have a lawyer prepare the articles of incorporation, the by-laws, director and shareholder resolution and meeting minutes, director and shareholder registry, etc. A lawyer may also be needed to create a special class of shares for certain family members (for income-splitting purposes).
If you would like a lawyer to fill out the Certificate of Authorization, lawyers would charge extra for their time and it would also cost $750 in fees to the Royal College of Dental Surgeons of Ontario.
Depending on the name you choose for your professional corporation, the normal time frame to incorporate is between 1-3 business days. If there are issues with the name you’ve selected, it could take longer.

FYI, you might want to consider getting a memo from a lawyer on the tax advantages/potential traps of having a dental professional corporation. There are many things that you should be aware of (e.g. income splitting, loans, attribution rules, etc.). The way I see it, if you’re going so far as to spend $2,500 to $3,000 incorporating (which includes getting a certificate of authorization), you should spend a bit extra to find out what you can legally do with a corporation with respect to taxes.

Filed under Blog, Incorporating · Tagged with articles of incorporation, business corporations act, business lawyers, canada business corporations act, dental health, health profession, health professions act, ontario business, ontario regulation, professional assistance, professional corporation, regulated health professions, regulated health professions act, shareholder resolution, valid certificate

Incorporating a Dentistry Corporation in Ontario

Posted by dmc on February 17, 2011 · Leave a Comment

Registering a Dentistry Professional Corporation – What you need to know!

Step #1: Create an Ontario Corporation

Before you can have a dentistry 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 “Dentistry Professional Corporation”, a few things need to be followed. I’ll get into this next…

Step #2: The Name of the Dentistry 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 Royal College of Dental Surgeons of Ontario;
Include the words “Dentistry” 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 Dentistry Professional Corporation

The articles of the corporation must indicate that the corporation cannot carry on a business other than the practice of the profession governed by the Royal College of Dental Surgeons 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 Dentistry Professional Corporation

You can’t have just any old share structure with a professional dental corporation. You are only allowed to have issued and outstanding voting shares of the corporation owned by a member of the Royal College of Dental Surgeons of Ontario. You are also allowed (and this may make sense for tax planning purposes, especially if you’re looking to use your lifetime capital gains exemption on the sale of shares of a small business corporation) to have the following individuals own, directly or indirectly, the NON-VOTING shares of the corporation:

a member of the Royal College of Dental Surgeons of Ontario;
a family member of a voting dentist shareholder; or
one or more individuals, as trustees, in trust for one or more children of a voting dentist shareholder who are minors, as beneficiaries.

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 Royal College of Dental Surgeons 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;
The articles of incorporation;
A Certificate of Status from 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 certified copy of the certificate of incorporation of the corporation (a lawyer can notarize this for you);
a certified copy of every certificate of the corporation that has been endorsed under the Business Corporations Act as of the day the application is submitted (again, use a lawyer for this);
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 Royal College of Dental Surgeons 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 dentistry 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.

Filed under Blog, Featured, Incorporating · Tagged with create dentistry professional corporation, dentistry professional corporation, ontario incorporate professional dental corporation, professional dental corporation, register dental corporation ontario, register dentistry professional corporation

Incorporating a Dental Practice | Getting a Dentistry Professional Corporation

Posted by dmc on February 17, 2011 · Leave a Comment

Registering a Dentistry Professional Corporation – Nuances

I’ve been blogging a lot about incorporating a dental professional corporation in the past little while. In my last blog, for example, I talked about the 2 main steps you need to follow to have a dentistry professional corporation: (1) incorporate a business and (2) get a certificate of authorization for that corporation. You need the latter in order for the corporation to be a regulated health professional corporation. In this blog, I’ll be talking about some of the nuances you should be familiar with in this process.

Share Structure

Lawyers generally work with your accountant to figure out the best share structure. Remember: whoever owns the shares controls the corporation. But shareholders can also own non-voting shares, which means that they have no right to elect the board of directors. So, in typical share structure for a dentistry professional corporation, you’ll have the dentists owning the voting shares (also called common shares) and then you’ll have the dentists’ family members owning non-voting shares. There is generally special shares for dividend sprinkling. The idea here is that the corporation can, if it has retained earnings in the year (i.e. earnings after taxes, interest, amortization, etc.), then the board of directors can declare and issue dividends to certain types of shareholders. Finally, you can put redemption provisions into certain shares so that the board of directors or the shareholders themselves can redeem shares for a set amount of money (e.g. $1). This is a great mechanism to use if the corporation is ever going to get sold and you need to buy back all of those outstanding shares.

Certificate of Authorization

A corporation needs a Certificate of Authorization from the Royal College of Dental Surgeons of Ontario if it wants to practice the business of dentistry. In fact, the articles of incorporation (i.e. the document you file with the government in order to create the corporation) needs to restrict the corporation’s business to only practicing dentistry and things related to that.

Now, in order to obtain your certificate of authorization, you’ll need a lawyer’s help. There are statutory declarations that require you to swear certain things are true before a commissioner of taking oaths (e.g. a lawyer). You’ll also need to have notarized (i.e. true copies) copies of things like your articles of incorporation and Status Certificate. Again, a lawyer can do this for you. Finally, a lawyer will double check to make sure that all of the College’s requirements have been met (e.g. fee, application, supporting documentation, etc.). It typically takes 5-10 business days for the College to process your paperwork and issue the corporation a Certificate of Authorization.

Employment Agreement

Now, the corporation is a separate legal entity. That means that it’s separate from its owners (shareholders) and managers (i.e. directors, officers, and employees). So what does this mean for the dentists, dental hygienists, and receptionists working within the professional corporation? Well, they are generally employees of the corporation. They receive employment income and get taxed on it. There may be different relationships too. For example, a dentist may show up every now and then, have their own clients, use their own tools, and be considered an independent contractor of the professional corporation.

The relationship matters for tax purposes (e.g. independent contractors can write off their reasonable business expenses), as well as for minimal employment standards (e.g. minimum pay, maximum hours, etc.). So dentists should consider what their relationship is going to be and whether an employment agreement is necessary.

Remember: a dentistry professional corporation is still a corporation (just like a limited partnership is still a partnership). This means that it will have a basic corporate structure comprised of shareholders who elect directors and directors who appoint officers and officers who hire employees. So don’t forget how that structure works and who is responsible for what and accountable to whom!

Trade Name

Another important thing to keep in mind is that, when it comes to advertising your dentistry professional corporation, or simply putting its name on an invoice to clients, you need to tell them that the business is being carried on by a dentistry professional corporation. Here’s what I mean. Let’s say your corporation is called Carabash Dentistry Professional Corporation. Now lets say you want to advertise it as “Yonge Street Dental Clinic” because it happens to be on Yonge Street. Normally, you would register that name as a tradename under the Business Names Act. Why? Well, because a corporation cannot carry on business under any name (other than its own name) unless that name has been registered. Then, when it comes to invoices, contracts, etc. you’ll need to state somewhere that Carabash Dentistry Professional Corporation carries on business as “Yonge Street Dental”. If you want to read up more about the liability that individuals face when they don’t make it clear that they are doing business as a corporation, you can see my other blog here

Filed under Blog, Incorporating · Tagged with certificate of authorization, dentistry professional corporation, ontario dental corporation, ontario dentistry professional corporation, professional corporation, professional dental corporation, royal college of dental surgeons of ontario

Dental Incorporation: The Benefits…Need an Ontario lawyer? Call 647-680-9530

Posted by dmc on February 17, 2011 · Leave a Comment

Registering a Dentistry Professional Corporation – Nuances

So what are the advantages to incorporating your dental practice? Well, as you can see by reading this blog, it all comes down to taxes. Typically, people generally create a corporation to minimize or defer their income taxes and also to minimize their personal liability. Shareholders of a corporation (i.e. the owners) are generally not personally exposed to the liabilities, debts, obligations, etc. of the corporation. But with a dentistry professional corporation, the shareholder dentists of the corporation cannot escape personal liability by creating a professional corporation. Just read on and you’ll see how it’s all about taxes!

Limited Liability for Shareholders? Nope

Now, with a normal corporation, the shareholders generally have LIMITED LIABILITY for the debts and obligations of the corporation. You need to keep in mind that a corporation is a separate legal entity from its owners (i.e. the shareholders) and managers (i.e. the officers and directors). So the corporation is capable of getting into trouble (i.e. by taking on debts, or being sued and subject to damage awards, etc.). What about the shareholders, though? Well, under the Business Corporations Act, the shareholders are generally not liable for any act, default, obligation or liability of the corporation: section 92(1). There are certain exceptions to this general rule. For example, courts have lifted the corporate veil to impose personal liability on shareholders in certain cases, which I have previously blogged about (e.g. fraud, lack of respect for corporate form, alter ego, thin capitalization, etc.). Furthermore, there may be statutory impositions of liability on shareholders under the Business Corporations Act.

So what about dentistry professional corporations? Does the same general rule of limited liability apply? Nope. Section 3.4(1) of the Business Corporations Act says very clearly that section 92(1) does not limit the professional liability of a shareholder of a professional corporation. The Act even goes on to say that the shareholder’s acts (and the acts of the employees, officers, and directors) are deemed to be the professional corporation’s for the purposes of professional liability (section 3.4(2)). No doubt, these provisions were put in place to protect the public from bad dentists who incorporated their practice to avoid liability for malpractice. Heck, even if the dentistry professional corporation is a member of a partnership, the shareholder of that corporation cannot escape professional liability. So the bottom line is: you can’t escape liability as a dentist shareholder of the corporation. Your best option is to be a good dentist and have insurance to cover errors and omissions, among other things.

Tax Benefits: Low Income Tax Rate

So now that we’ve dealt with shedding some light on the biggest misconception about dentistry professional corporations, what then are the biggest advantages to having one? Well, it’s the tax advantages! You see, with a corporation, the first $500,000 of active business income is taxed at a much lower rate than for individuals: it was (combined federal and provincial) only 16.50% for the first half of the year and then it dropped to 15.50% for the second half of 2010. The best part is: it seems like it’s going to continue to decrease over the next few years. So what does this mean for doctor shareholders? Well, instead of having to claim all their practice’s income in a given fiscal year, they can leave it in the corporation, pay less tax, and then either reinvest it or dividend it out to shareholders – particularly those who are in lower income tax brackets. This all ends up deferring or saving taxes altogether!

Tax Benefits: Pay $0 Federal Taxes

There’s also that whole thing about not paying ANY federal taxes altogether: if a shareholder has no other income and receives up to a certain amount of dividend income from the corporation, then they will pay $0 federal taxes. Previously, this amount was about $40,000 but it changes every year (so be mindful and talk with an accountant!). Don’t believe me? Just go to this website (http://www.taxtips.ca/calculators/taxcalculator.htm) and type in $40,847 under the heading “Cdn dividends eligible for small business div tax credit (CCPCs)” and check out the total tax payable $0. Mind you, there will still be some provincial tax payable, but it’s less than $1,000. This strategy could be used by a dentist’s stay-at-home husband or wife to receive dividends from the professional corporation with no other source of income and pay $0 federal taxes as a result of the dividend gross up and tax credit mechanism. If you want to see how this thing came to be, check out my other older blog about this whole thing here.

Tax Benefits: Lifetime Capital Gains Exemption

Finally, because a dentistry professional corporation can qualify as a small business corporation, when it comes time for a dentist shareholder to sell his or her shares of that corporation, they can use their LIFETIME CAPITAL GAINS EXEMPTION to pay $0 capital tax up to a certain amount.

Now, notwithstanding all these wonderful tax benefits, the reality is that when you are responsible for having a dentistry professional corporation, or any corporation for that matter, you need to address several ongoing administrative issues – e.g. employment, payroll, taxes, annual returns, etc. If you’re planning on getting married, having children, or preparing your Will, there will also be SIGNIFICANT legal implications on your dentistry professional corporation – which I will be discussing next. You should consult with a lawyer and an experienced accountant to talk you through these things…

Filed under Blog, Incorporating · Tagged with dentistry incorporation, dentistry professional corporation, ontario dental professional corporation, professional corporation, tax advantages

Dental Hygiene Incorporation in Ontario: Read this first

Posted by dmc on February 17, 2011 · Leave a Comment

Dental Hygiene Incorporation Ontario

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.

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:

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.

Filed under Blog, Incorporating · Tagged with dental hygiene, dental hygiene corporation, Dental Hygiene Professional Corporation, dental hygienist, incorporate dental hygiene, ontario dental hygiene, register a dental hygiene corporation

What Ontario Dentists need to know about Associate Agreements (Part 1)

Posted by dmc on February 17, 2011 · Leave a Comment

Associate Agreements: What Dentists Should Know

Associate Agreements

Legally, dentists can practice in one of many ways. First, they can practice as sole proprietors. This means that they personally own and operate the business. They may practice under a trade name that is registered with the Ontario Government and approved of by the Royal College of Dental Surgeons. As a sole proprietor, they may also hire others to do work for them. These third parties may be “associates”, “dental hygienists”, “receptionists”, “bookkeepers”, “technicians”, etc.

A dentist may also join up with other dentists to carry on a dental practice as a partnership. Each dentist contributes capital (money, property) to the dental practice and, in return, gets an interest in the practice as a whole. The assets of the dental practice are partnership assets, and do not belong to any individual dentist (each has an interest in the assets). There are specific rules under the Partnerships Act about how partnerships are generally governed; but certain default rules can be overridden by a partnership agreement. There are also tax issues (a partnership does not pay tax, but is merely a flow-through structure for tax purposes) and liability issues (each partner can bind the partnership and the other partners and is liable for the debts and obligations of the partnership) that arise in the context of a partnership. The partnership itself can hire employees or independent contractors (other than the partner dentists) through an agreement.

Dentists can also carry on business as an employee, director, officer, independent contractor, etc. of a dentistry professional corporation. The latter is a separate legal entity which hires the dentist to work for it and receive payment. I’ve blogged extensively about how to set up a dentistry professional corporation and the tax advantages to doing so (e.g. small business tax rate on the first $500k, using the lifetime capital gains exemption to reduce taxes, etc.).

So, as you can see, typically there is AN AGREEMENT that needs to be entered into between someone or something (e.g. sole proprietorship, partnership, or corporation) and a dentist who is going to provide services in exchange for compensation. Now, you can simply make an oral agreement; but this is ill-advised. There are lots of questions that comes up which may not be adequately dealt with (or remembered) through an oral agreement – such as compensation, restrictive covenants (e.g. non-compete, non-solicitation, etc.), termination, proprietary rights (e.g. patient records), etc.

That’s why it’s best to have a written AGREEMENT in place. I’ll get into the nitty gritty of that agreement next…

Filed under Associates, Blog, Incorporating · Tagged with associate agreement, dental agreement, dentist, employment agreement, independent contractor agreement with associates

Dentistry Associate Agreements (Part 2): Terms and Conditions

Posted by dmc on February 17, 2011 · Leave a Comment

Associate Agreements: What Dentists Should Know (part 2)

Associate Agreements: Terms and Conditions

As a follow up to my last blog (where I discussed the relevance of associate agreements in the context of different legal structures), in this blog I’ll be talking about some of the terms and conditions that may be included in these agreements.

Employee vs. Independent Contractor

Dentists can work for a practice as either an employee or an independent contractor. There are many differences between the two.

Employees are basically given salaries, provided work, told to come in during set hours (e.g. 9 a.m.-5 p.m.), supervised, use the tools of their employer, and do not stand to gain or lose money by doing their jobs. Employees benefit from minimum standards legislation (the Employment Standards Act, 2000) that prescribes maximum working hours and minimum wages. When it comes to being terminated, employees also receive minimum statutory notice periods (or payment in lieu thereof) or reasonable notice under the common law. For tax purposes, they have to pay full taxes on their employment income with only very few deductions allowed. The employer is responsible for deducting, withholding, and remitting payments for taxes, CPP, and EI.

Independent Contractors are independent business. They make profit, but also stand to make losses. They have their own clients. They have their own tools. They make their own hours. They are not really supervised by anyone. They may conduct business through their own sole proprietorship or dentistry professional corporation. They get to write off business expenses for the purpose of calculating their income taxes. They can be terminated pursuant to the terms of the agreement they have with their client. They do not enjoy minimum standards legislation protection. They generally pay their own taxes.

So the first question that a dentist may ask is: what is more advantageous? Well, in order to avoid dealing with tax remittances, minimum standards legislation, and to allow the associate to write off business expenses, it’s better for the employer to hire the associate as an independent contractor instead of an employee. Now, there’s a catch: regardless of how you structure the relationship, it’s the REALITY of the relationship that counts! If the associate looks like an employee, smells like an employee, and walks like an employee, then they’re an employee – regardless of whether you WANT them to be an independent contractor! Just keep that in mind. Also, it’s worth mentioning that, whether they’re an employee or independent contractor will depend on the context (e.g. minimum standards legislation, vicarious liability under the common law, income tax, etc.). And each context has its own set of rules to determine whether the associate is IN FACT an employee or independent contractor.

In the next blog, I’ll discuss restrictive covenants in Associate Agreements.

Filed under Associates, Blog, Incorporating · Tagged with associate agreements, dentistry agreeents, employee dentist, ontario dental agreement, ontario dentistry agreement

Ontario Dentist Associate Agreements (Part 4): the Associate’s Responsibilities

Posted by dmc on February 17, 2011 · Leave a Comment

Associate Agreements for Dentists

Associate Agreements

So we’re still on the topic of associate agreements. In the first blog, I talked about how they play a role in virtually every dental practice – regardless of how it is legally structured. In my second blog, I talked about some of the differences between having the associate as an “employee” vs. an “independent contractor”. In the third blog, I discussed restrictive covenants in associate agreements (e.g. non-competes and non-solicitation clauses). In this blog, I’m going to be talking about how to lay out the associate’s responsibilities in the associate agreement.

Associate Responsibilities

There are many provisions in the Associate Agreement which deal with what the Associate will be responsible for. Now, lets assume (for the purposes of this blog), that we’re talking about an associate as an independent contractor instead of as an employee (you can see my second blog about this topic if you want to know the differences). You can use an independent contractor agreement with or without schedules (you might also want to consult with a lawyer about specifics dealing with your dental practice in order to customize this agreement – such as ownership of patient records, etc.). A schedule is a document at the end of the agreement which contains details about the work to be performed by the independent contractor. If you don’t want to contain that information as an attachment in the schedule, you can include that information in the agreement itself.

Schedule

So, with respect to the Schedule, you can define the following aspects of the associate’s responsibilities:

job title
roles and responsibilities
hours
location
term of contract (start date and end date of the contract, if not terminated earlier in accordance with the agreement)
timesheets (to be submitted by the associate at the end of a certain period in order to document their hours and get paid!)
paying taxes (recall that the independent contractor is responsible for paying taxes, not the client)

Tools

Now, going back to the agreement itself, it typically says that the Contractor is responsible for providing, maintaining, and replacing its own tools to do the job. That’s typically what these documents say, but the reality is that dentists use tools, instruments, and machines that are supplied by the dental practice (i.e. the Client). Dental associates are not exactly walking in with their own tools, sterilizing them and then working on patients. So you might consider removing this provision to reflect the reality. Will the fact that they’re using the Client’s tools make them employees? Not necessarily. One needs to examine the whole factual relationship that exists between the payor dentist (i.e. the Client) and the person providing services (i.e. the associate). If the reality as a whole looks more like an independent contractor, then they can still be independent contractors.

Confidentiality Agreement

The associate may be asked to enter into a confidentiality and non-disclosure agreement (because they’re dealing with sensitive information about clients and the dental practice). This may be incorporated into and included in the independent contractor agreement by reference. You definitely want to have a proper definition of what constitutes “confidential information” in that agreement. If you need help, contact a lawyer.

Proprietary Information

You also want to say something like the client owns the proprietary information at all times during and after the relationship. That proprietary information would no doubt include patient records, charts, lists, etc. It can also include things like techniques, know-how, inventions, logos, drawings, specifications, etc. that are developed by the associate during the course of them providing services to the client.

Regulations under the Dentistry Act, 1991

Finally, you want to make sure that you are not, through your independent contractor or employment agreement and in your actual practice, violating the Professional Misconduct Regulations made under the Dentistry Act, 1991. For example, as a client, you cannot tell your dentist associate to recommend or provide unnecessary dental services, abuse patients, or provide services while under the influence of any substance that impairs their ability. It’s important to be mindful of these ethical and professional rules as you (the client) deal with dental associates.

If you need help drafting or negotiating an employment agreement or independent contractor agreement for your dental practice, you should consult a lawyer. You should also have an employee policy manual that deals with things like workplace safety, human rights issues, benefits, etc.

Filed under Associates, Blog, Incorporating · Tagged with associate agreement, dental associate agreement, dentist associate agreement, ontario dentist agreement employment, ontario dentist associate independent contractor

Ontario Dentist Associate Agreements (Part 5): terminating the Associate

Posted by dmc on February 17, 2011 · Leave a Comment

Associate Agreements for Dentists

Associate Agreements

So we’re still on the topic of associate agreements. In the first blog, I talked about how they play a role in virtually every dental practice – regardless of how it is legally structured. In my second blog, I talked about some of the differences between having the associate as an “employee” vs. an “independent contractor”. In the third blog, I discussed restrictive covenants in associate agreements (e.g. non-competes and non-solicitation clauses). In the fourth blog, I talked about how to lay out the associate’s responsibilities in the associate agreement. In this blog, I’ll be discussing the often mis-understood topic of terminating dental associates.

If your Dentist Associate is an EMPLOYEE

Notice or Payment in Lieu Thereof

Now, if you’ve hired your associate as an employee, the rules are different concerning how you can terminate them. For starters, you can terminate them by simply giving them notice that they are being let go. The minimum notice period will depend on a number of factors. First, under the Ontario Employment Standards Act, 2000, the length of notice that you must provide correlates to the amount of time that they’ve been working for you. Second, under common law (or judge-made law), the amount of reasonable notice that they ought to receive will depend on the length of time they’ve been working there as well as other factors (e.g. age, seniority, etc.). If you don’t want them to be physically at the dental clinic, then you can PAY them what they are owed instead of keeping them on. This is called payment in lieu of notice and amounts to what they would have otherwise received if they just kept coming in and getting paid during the notice period.

Termination for Cause

Now, if you feel you are justified in terminating them because of something wrong which they have done, then you can terminate them immediately and do not need to give them notice or payment in lieu of notice. This is called termination for “cause” or “just cause”. Typical things that constitute just cause include stealing, lying, regularly providing bad service (despite being warned), being incompetent, failing to follow the client’s instructions, not being loyal, breaking the law, being insubordinate towards the employer, breaching the employment agreement (e.g. by failing to show up for work), etc. You can go above and beyond what constitutes “just cause” under the common law by specifying in the actual employment agreement what will constitute “just cause” termination.

Constructive Dismissal

Another way in which the employee can be effectively terminate – sometimes without the employer even knowing – is through the doctrine of constructive dismissal. The idea here is that the employer has unilaterally changed a fundamental aspect of the employment relationship without providing additional benefit or compensation to the employee associate; this effectively gives the associate the opportunity to claim that they were constructively dismissed (as they did not agree to the new terms of the relationship) and seek damages for notice or payment in lieu of notice or reasonable notice under the common law.

Human Rights

Worth mentioning is that you want to terminate the employee in a manner that doesn’t add any unnecessary strain to the already difficult situation. Mocking, yelling at, or embarrassing the employee associate while they are being terminated is not a good idea. It could lead to a lawsuit for punitive damages. Also, you’ll want to be mindful of the fact that the Ontario Human Rights Code prohibits you from discriminating against an employee because of their sex, ethnicity, physical disability, religion, etc. Just keep this in mind! If you’re going to terminate on the basis of one of these prohibited grounds, you may end up before the Ontario Human Rights Commission and may need to pay more than you bargained for (as damages)!

Restrictive Covenants

Another thing worth mentioning is that, as your employee is on his or her way out, you may want them to sign off on certain restrictive covenants – such as non-compete and non-solicitation clauses / agreements. You may have already had them enter into these agreements at the beginning of your relationship but it’s also a good idea to have them (if the relationship is amicable enough) to sign off on a fresh agreement. The idea here is that, if the original employment agreement containing these restrictive covenants is too old, then many things may have changed the realities since that time; giving fresh consideration (i.e. benefit, such as payment) to the employee in order for them to agree to give up their right to compete or solicit will help make those clauses more enforceable.

Settling Disputes

Finally, if you want to protect yourself from future claims, you’ll definitely want to enter into an employee termination agreement that strives to settle all claims and release you from liability. You can also include restrictive covenants in these agreements. The idea is that the employee acknowledges that they are receiving payment in exchange for releasing you from liability concerning their employment and termination thereof. You’ll want to make sure that you are released from all statutory claims (e.g. notice or payment in lieu thereof under the Employment Standards Act, 2000 and the Ontario Human Rights Code) and common law claims (e.g. reasonable notice, defamation, punitive damages).

If your Dentist Associate is an Independent Contractor

Now, if your dentist is an independent contractor, then many of the things written above will not apply. For example, they won’t get the benefit of statutory notice or payment in lieu thereof. Their termination will essentially be dictated by the independent contractor agreement which they entered into. This may include a notice period or payment in lieu thereof that is negotiated at the beginning of the relationship between the two parties. This may also include termination for just cause and what constitutes “just cause”. This may also include scenarios like: if the dental associate goes bankrupt, then the client can terminate immediately, etc.

Once again, it’s a good idea to have the independent contractor associate sign a termination agreement that details the termination, settles claims, releases the client from liability, and offers fresh consideration (i.e. benefit) in order for the independent contractor to agree not to compete or solicit the clients or employees of the dental practice (recall the discussion about restrictive covenants).

Filed under Associates, Blog, Incorporating · Tagged with dental agreement, dental associate agreement, how to terminate dentist, terminating a dentist, terminating dental associate employee, termination

Continuing an extra-provincial dentistry professional corporation in Ontario

Posted by dmc on February 17, 2011 · Leave a Comment

Dental Lawyer Scarborough

Continuance

If you’re a dentist with a professional corporation outside of Ontario, how do you proceed to CONTINUE that corporation in Ontario and get a Certificate of Authorization from the Royal College of Dental Surgeons of Ontario? Well, first, you’re going to need to prepare and file a Form 6 Continuance Application with the Ministry of Government Services – Companies and Personal Property Security Branch. The purpose of this Application is to tell the Ontario government that you want to transfer the jurisdiction of your dental corporation from somewhere other than Ontario to Ontario.

The Application requires that you submit:

The Articles of Continuance, completed in duplicate, bearing original signatures on both copies;
A copy of the incorporating document, together with all amendments made, certified by the appropriate official of the incorporating jurisdiction;
A letter of satisfaction, certificate of discontinuance or other document issued by the appropriate officer of the incorporating jurisdiction that indicates that the corporation is authorized under the laws of that jurisdiction to apply for Articles of Continuance;
A legal opinion to the effect that the laws of the jurisdiction to which the corporation is subject, authorize the corporation to apply for continuance, if the corporation is incorporated outside of Canada;
A NUANS name search report (not required if continuing as a number company);
A fee of $330 (standard service 48 hours or 2-4 weeks by mail) or
$500 (expedited service 24 hours if delivered in person); and
A covering letter giving a contact name, return address and telephone number.

Now, once these things have been submitted, it will take anywhere from 24 hours (if dropped off in person) to 2-4 weeks (if mailed) to process the Articles of Continuance.

Keep in mind that obtaining a Letter of Satisfaction from the incorporating jurisdiction is no straightforward process. For example, in Nova Scotia, it’s a two step process. For the first step, you’ll need to submit a petition and affidavit of verification (requesting permission to export containing information regarding special resolution and reason for the request), a special resolution of shareholders approving exportation, a legal opinion from a lawyer (to the effect that the Ontario business corporations Act permits continuance and that certain rights under Nova Scotia law will be preserved), and a copy of documents being filed in continuing jurisdiction. There is also a fee of $123.30. For the second step, you’ll need to file a copy of the certificate and articles of continuance from Ontario with the Nova Scotia government and a confirmation of continued registration or revocation (if the corporation intends to remain registered to carry on business in Nova Scotia, extra fees may apply; if it doesn’t want to remain registered, a request for revocation of its Certificate of Registration is required).

Amending the Articles

After the Articles of Continuance have been filed and accepted, the next step may involve filing Articles of Amendment. This will be needed if the articles of incorporation do not comply with various Ontario rules and regulations concerning dentistry professional corporations. For example, the name of the corporation may not follow appropriate naming rules under the Certificate of Authorization Regulations. Also, the restrictions on the business may not be correct. Finally, the share structure of the corporation may be all wrong. As such, it’s important to have a lawyer familiar with these regulations review your documentation to see whether articles of amendment are required. If they are required, then you’ll need to file some MORE paperwork with the Ontario Ministry of Government Services:

Articles of Amendment completed in duplicate, bearing original signatures on both copies;
Ontario-biased NUANS name search report if there is a change of name (not required if the new name is a number name);
A fee of $150.00; and
A covering letter giving a contact name, return address and telephone number.

Certificate of Authorization

Once the Articles of Continuance and Articles of Incorporation have been duly filed and accepted, you can then proceed to apply for a Certificate of Authorization from the Royal College of Dental Surgeons of Ontario, which I have previously blogged about quite extensively in my blog.

Remember: if you need an Ontario lawyer to help you with these things, you can contact me directly at 647-680-9530 or email me at michael@carabashlaw.com.

Filed under Blog, Incorporating · Tagged with dental corporation, dental lawyer, dentistry lawyer, dentistry professional corporation, michael carabash, scarborough dental law, scarborough dental lawyer

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David Mayzel is your legal risk manager. He is a trained courtroom lawyer and has spent many years resolving disputes both in and out of court. He knows how to prepare documents and execute transactions in a way that avoids or mitigates legal risks.

Michael Carabash
is your business law adviser. He is an entrepreneur at heart who helps you see the big legal picture. He drafts clear and effective agreements that protect your rights while promoting your interests.

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David, Michael, and Ljubica are a truly dynamic team. Their diverse knowledge, skills, and experiences will help you get the best deal possible. They are here to help you get your legal affairs in order while promoting your interests and protecting your rights. You can read dentist testimonials here.

David, Michael, and Ljubica help dentists incorporate, buy and sell practices, lease space, deal with employment matters (including associate agreements), and get their Wills and estates in order.
2013 News and Events

January: Article in Profitable Practice magazine about Wills (download available)

January 23: Presenting about professional corporations to dentists at CIBC hosted event (Toronto)

January 30: Speaking about selling your dental practice to the Welland Dental Society at TD hosted event

February 20: Presenting to the UWO 4th Year Dental Students about associating (videos available)

March 27: Presenting about professional corporations to dentists at CIBC hosted event (Brampton)

March: Article in Dental Practice Management about dental advertising

April / May : Article in Ontario Dentist magazine about non solicitation clauses

April 30: Presenting to ROI Corp. associates about the Lifetime Capital Gains Exemption

May: Attending ODA's Annual Spring Meeting

June 7: TADA golf tournament sponsored by Patterson Dental

June 7: Presenting about Wills and estates and employment matters to dental professionals at ROI Corp.

September 20: Presenting about Selling Your Dental Practice at Henry Schein hosted event
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Profitable Practice Magazine Article
Dental Practice Management Article
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Dental Practice Management Article
Ontario Dentist Magazine Article

Share Ownership in a PC

Dentistry Professional Corporations

Professional Corporations can save dentists $$$

Redeemable Shares via a Dentistry Professional Corporation

Dividend Sprinkling Shares via a Dentistry Professional Corporation

So who can you income split with?

Incorporating your dental practice?

Personal Services Business Corporations

Dentistry Professional Corporations (Part 1)

Registering a Dentistry Professional Corporation – What you need to know!

Step #1: Create an Ontario Corporation

Step #2: The Name of the Dentistry Professional Corporation

Step #3: The Business of the Dentistry Professional Corporation

Step #4: The Share Structure of the Dentistry Professional Corporation

Step #5: Getting a Certificate of Authorization

Registering a Dentistry Professional Corporation – Nuances

Share Structure

Certificate of Authorization

Employment Agreement

Trade Name

Limited Liability for Shareholders? Nope

Tax Benefits: Low Income Tax Rate

Tax Benefits: Pay $0 Federal Taxes

Tax Benefits: Lifetime Capital Gains Exemption

Dental Hygiene Incorporation Ontario

Dental Hygiene Corporation

Step #1: Create an Ontario Corporation

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

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

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

Associate Agreements: What Dentists Should Know

Associate Agreements

Associate Agreements: What Dentists Should Know (part 2)

Associate Agreements: Terms and Conditions

Employee vs. Independent Contractor

Associate Agreements for Dentists

Associate Agreements

Associate Responsibilities

Schedule

Tools

Confidentiality Agreement

Proprietary Information

Regulations under the Dentistry Act, 1991

Associate Agreements for Dentists

Associate Agreements

If your Dentist Associate is an EMPLOYEE

If your Dentist Associate is an Independent Contractor

Dental Lawyer Scarborough

Continuance

Amending the Articles

Certificate of Authorization

2013 News and Events

Metro News

Toronto Star

National Post – Front Page

Ontario Dentist Article

Dental Practice Management Article

Profitable Practice Magazine Article

Dental Practice Management Article

Ontario Dentist Magazine Article

Dental Practice Management Article

Ontario Dentist Magazine Article