Incorporation of professionals

The importance of company rules
May 7, 2021
Shareholders' agreement and withdrawal from the business
May 20, 2021

A member of a professional order governed by the Professional Code may carry on his professional activities within a corporation under certain conditions.

Section 187.11 of the Professional Code states that in order to carry on activities at corporation, the board of directors of the professional order must authorise it by regulation and "determine, if applicable, the conditions and terms and the restrictions under which such activities may be carried on.

Most professional orders, including the order of dentists, chartered professional accountants (CPAs) and physicians, have adopted a regulation that sets out the conditions under which their members may practice within a corporation. These conditions must be found in the articles of the company, in the "other provisions" section. Regular" incorporation is therefore generally not sufficient to allow professionals to incorporate, as special provisions are required.

Generally, these bylaws provide that at all times voting rights must be held by a majority of members of the professional order, and the directors board of directors must also have a majority of members of the order. In addition, for a quorum to exist at a meeting of the board of directors, a majority of the directors present at the meeting must be members of the order.

Some orders also allow members of other professional orders to practice their profession together (multidisciplinary partnership). In this case, the majority of voting rights and directors must be held by persons governed by the Professional Code or covered by Schedule A of the Code.

It should be noted that the Ordre des ingénieurs does not currently allow its members to practice their profession through a corporation. However, there is a draft regulation to allow this and to set out guidelines.


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