How to Register a Medicine Professional Corporation in Ontario

Physicians in Ontario who want to practice their medicine through a corporation can only do so by forming an Ontario professional corporation. An Ontario Medicine Professional Corporation is a type of corporation governed by both the Ontario Business Corporations Act (OBCA) and the regulations set by the College of Physicians and Surgeons of Ontario (CPSO).

While professional corporations follow the same general rules as regular Ontario corporations, one key difference is liability. Physicians cannot use a Medicine Professional Corporation to avoid personal responsibility for their professional actions. If a physician faces a claim of professional misconduct, both the physician and the corporation are jointly and fully responsible for any resulting liability. In such cases, they would depend on professional liability insurance to cover these claims.

What is a Medicine Professional Corporation

A Medicine Professional Corporation is an incorporated business that allows physicians/ doctors to offer medical services through a corporate entity.

It allows a physician to operate their medical practice through a corporate entity rather than as a sole proprietor. It is distinct because its primary purpose is the practice of medicine, and it is subject to the stringent professional conduct rules outlined in the Regulated Health Professions Act (RHPA). Keep in mind It is not a general business corporation. The Articles of Incorporation of the Medicine Professional Corporation must include certain restrictions according to the guidelines of the College of Physicians and Surgeons of Ontario (CPSO).

For example: A Medicine Professional Corporation is restricted to carrying on the practice of medicine. It may also engage in activities that are incidental or ancillary to that practice, such as investing surplus funds earned by the corporation. However, it cannot operate or participate in any business unrelated to the practice of medicine.

When Should a Physician Incorporate a Medicine Professional Corporation?

Physicians often choose to incorporate a medicine professional corporation when their practice becomes financially stable and generates consistent income. Incorporation is beneficial when:

Tax Deferral: When a physician’s income exceeds their personal spending needs, they don’t have to withdraw the entire amount from their corporation. The Medicine Professional Corporation can retain part of the earnings, which are then taxed at the lower Small Business Deduction (SBD) corporate tax rate. This allows the physician to defer paying the higher personal income tax until the funds are eventually distributed from the corporation.

Income Splitting: This involves issuing non-voting shares of the Medicine Professional Corporation to eligible family members, (such as a spouse or adult children (over 18). The goal is to reduce the family’s overall tax burden. However, recent Tax on Split Income (TOSI) rules have significantly tightened the conditions under which this strategy can be used. Because of these complex rules, it’s essential to seek professional tax advice before proceeding.

Corporate Liability: A Medicine Professional Corporation offers limited liability protection for the business side of medical practice. This protection applies to non-professional obligations such as office leases, equipment purchases, and employee contracts. However, it does not extend to a physician’s personal responsibility for professional conduct or malpractice.

Retirement Planning: A Medicine Professional Corporation can help physicians accumulate savings for the future by retaining earnings within the corporation. These retained funds can be invested and grow at the lower corporate tax rate, providing a valuable tool for long-term wealth building and retirement planning.

How to Incorporate a Medicine Professional Corporation

The incorporation process of Ontario Medicine Professional Corporation is two-fold: the corporate registration and the regulatory approval.

Step 1: Corporate Incorporation

You must file Articles of Incorporation with the Ontario government under the Business Corporations Act (BCA). As an official intermediary, Business Ontario Corporate Services can handle this entire process, ensuring:

1. The Articles of Incorporation state that the corporation’s business is restricted to the practice of medicine and related/ancillary activities.
2. The shareholders, directors, and officers meet the legal requirements (all must be physicians, or family members holding non-voting shares).

Step 2: Certificate of Authorization (The Right to Practice)

This authorization is the right to practice as physician or doctor. This is the most critical regulatory step. Once your Medicine Professional Corporation is legally incorporated by the province, it must obtain a Certificate of Authorization (CofA) from the CPSO before it can legally practice medicine.

NOTE: Practicing without a Certificate of Authorization is an offense.

Certificate of Authorization Application Requirements (via CPSO Member Portal):

• You must be a registered member of the CPSO with an Independent Practice Certificate of Registration.
• The corporation must meet all ownership requirements (e.g., all voting shares must be held by a member of the CPSO).
• You must provide a copy of the Certificate of Incorporation.
• You must complete the application form in the Member Portal, available via the “Corporations” tab in the “Profile” section.
• The application and a non-refundable fee (currently $400) must be submitted through the CPSO Member Portal.

Renewal: The Certificate of Authorization must be renewed annually by submitting a renewal application and $175 fee.

If a Medicine Professional Corporation fails to meet one or more of the required conditions, the College of Physicians and Surgeons of Ontario (CPSO) will issue a notice giving the corporation 60 days to correct the issue. If the problem is not resolved within that period, the CPSO will revoke the corporation’s Certificate of Authorization. Once revoked, the corporation is no longer considered a professional corporation and is not permitted to engage in the practice of medicine.

Naming Your Medicine Professional Corporation

The CPSO has strict rules regarding the name of a Medicine Professional Corporation. Your corporate name must adhere to the following mandatory format and contain no additional words or characters:

1. The surname of a shareholder who is a physician (as it appears on the CPSO register).
2. May include the physician’s given name or initials.
3. Must include the words “Medicine Professional Corporation” or the French equivalent, “Medecine Société Professionnelle.”

Examples of Acceptable Names:

• Dr. J. Smith Medicine Professional Corporation
• Jane Smith Medicine Professional Corporation
• Smith Medicine Professional Corporation

What You CANNOT Do:

• Use a number name (e.g., 12345678 Ontario Inc.) for practice. You can not use a numbered name corporation for your practice of Medicine Professional Corporation
• Use a specialty term (e.g., “Cardiology,” “Pediatrics”) unless all shareholders are certified in that specialty.
• Use any term that is otherwise prohibited by the CPSO regulations.

Changes in the Medicine Professional Corporation

As a Medicine Professional Corporation, you have an ongoing obligation to notify the CPSO of certain corporate changes:

• Change in Shareholders: You must notify the CPSO of any change in shareholders (physician or family) within 15 days of the change.
• Change of Address: The corporation’s practice address must be updated on the CPSO Member Portal and should correspond to one of the physician’s practice addresses on the CPSO register.
• Amalgamation: If your Medicine Professional Corporation amalgamates with another corporation, the original corporation ceases to exist, and the CPSO will likely revoke its Certificate of Authorization. A new application is typically required for the amalgamated entity.

Benefits and Drawbacks of a Medicine Professional Corporation

Benefits	Drawbacks
Tax Deferral at the lower corporate tax rate. Approximately 12%.	Increased Complexity requires regular accounting and legal fees.
Income Splitting with eligible family members (under strict rules).	Regulatory Burden of annual renewal and strict compliance with the CPSO.
Corporate Liability Protection for business debts and contracts.	No Shield from Malpractice, you remain personally liable for your professional conduct.
Enhanced Financial/Estate Planning opportunities.	Limited Business Activity—the corporation cannot carry on business other than practicing medicine and related activities.

How to Incorporate a Medicine Professional Corporation Outside Ontario

A corporation incorporated in a jurisdiction outside Ontario (including a federally incorporated corporation under the Canada Business Corporations Act) cannot obtain a Certificate of Authorization from the CPSO.

To practice medicine in Ontario through a professional corporation, you must be incorporated under the Ontario Business Corporations Act (OBCA).

If you already have a corporation in another jurisdiction (or a federal corporation), the process involves filing for a Certificate of Continuance (transferring or “continuing” the corporation) into Ontario. Only after continuance can the new Ontario Medicine Professional Corporation apply for the required CPSO Certificate of Authorization.

Why choose Business Ontario Corporate Services to register

The incorporation process involves multiple steps with different governing bodies. As an official intermediary of Service Ontario, Business Ontario Corporate Services simplifies this for you.

The Standard Process We Manage:

1. Name Search & Reservation: We conduct a NUANS Corporation name search and reserve your compliant corporate name.
2. Articles of Incorporation: We draft and file the Articles of Incorporation with the Ontario government, ensuring they include the required clauses for a professional corporation.
3. Obtain Your Certificate of Incorporation: Once approved, you receive this from the government.
4. Apply for the CPSO Certificate of Authorization: We provide all the necessary corporate documents you need to submit your application to the CPSO.
5. Set Up Corporate Records: We provide your corporate Minute book, ensuring you remain compliant from day one.

Frequently Asked Questions (FAQs) for Your Medicine Professional Corporation

Q1: What is the main difference between a Medicine Professional Corporation (MPC) and a regular Ontario business corporation?

A: The key difference is regulation. An Ontario Medicine Professional Corporation, though incorporated under the Ontario Business Corporations Act (BCA), but it is governed by the College of Physicians and Surgeons of Ontario (CPSO) under the Regulated Health Professions Act (RHPA). This means:

• It can only practice medicine and related activities.
• It must obtain a Certificate of Authorization (CofA) from the CPSO to practice.
• It has strict rules regarding its name, shareholders, and directors, who must be members of the same profession (physicians).

Q2: Who can own shares in my Medicine Professional Corporation?

A: Ownership in an Ontario Medicine Professional Corporation is highly restricted by the CPSO regulations:

• Voting Shares: Must be owned by a CPSO-registered physician with an Independent Practice Certificate.
• Non-Voting Shares: Can be owned by a CPSO-registered physician, or a “family member” (spouse, child, or parent) of a voting physician shareholder. Non-voting shares can also be held in trust for minor children of a voting physician shareholder.
• Holding Companies are prohibited from owning shares in an Ontario Medicine Professional Corporation.

Q3: Does incorporating a Professional Corporation protect a doctor/phisician from malpractice lawsuits?

A: No. While an Ontario Medicine Professional Corporation provides liability protection for general business debts and contracts, the corporation does not shield the physician from personal professional liability (malpractice or negligence). The physician remains personally responsible for their clinical practice, which is why professional liability insurance (like CMPA coverage) is still mandatory.

Q4: How often do I need to renew my Certificate of Authorization (CofA) with the CPSO?

A: The Certificate of Authorization (CofA) for your Ontario Medicine Professional Corporation must be renewed annually with the College of Physicians and Surgeons of Ontario. Failure to renew on time can lead to the revocation of your certificate, and the corporation will cease to be authorized to practice medicine.

Q5: Can I name my corporation “The Excellent Care Medicine Professional Corporation”?

A: No, that name would be rejected. You cannot name a Medicine Professional Corporation as you wish. The CPSO has a very strict naming convention. The corporate name must include:

1. The surname of a physician shareholder (as it appears on the CPSO register).
2. The words “Medicine Professional Corporation” (or the French equivalent).

Example: Dr. A. B. Chen Medicine Professional Corporation is acceptable; Excellent Care Medical Clinic Inc. is not.

Q6: I’m already incorporated federally (under the Canada Business Corporations Act). Can I use that corporation to practice in Ontario?

A: No. The CPSO will only issue a Certificate of Authorization to a corporation that is incorporated under the Ontario Business Corporations Act (OBCA). If you have a federal corporation, you must first file for a Certificate of Continuance to legally transfer the corporation to Ontario jurisdiction before you can apply to the CPSO for the Certificate of Authorization (CofA).

Q7: How long does it take to get a CPSO Certificate of Authorization?

A: Typically, 2–3 weeks after submitting a complete application via the CPSO Member Portal. If all application requirements are met, the processing time for both new and renewal Certificates of Authorization is typically two to three weeks. During the renewal process, the corporation’s existing Certificate of Authorization remains valid until the renewal is complete.

Q8: Can I Change my Ontario Medicine Professional Corporation?

A: If the corporation’s name or number changes, the physician must update this information in the “Corporations” tab found under the “Profile” section of the CPSO Member Portal. There is no need to submit Articles of Amendment for this update.

Q9: Where can I find the application forms to apply for a new or renew an existing Certificate of Authorization?

A: You can find the application forms for both new and renewal Certificates of Authorization in the “Corporations” tab within the “Profile” section of the CPSO Member Portal.

Q10: My corporation has more than one physician shareholder. Do I have to provide this information in the application?

A: Yes. If your corporation has more than one physician shareholder, you must include all of them in the application under the “Physician Shareholders” section. This applies to all physician shareholders, including family members who are physicians, even if they do not hold voting shares.

Q11: How can I obtain a duplicate Certificate of Authorization and is there a charge?

A: You can request a replacement Certificate of Authorization through the “Corporations” tab in the “Profile” section of the CPSO Member Portal by selecting “Send Certificate of Authorization.” Once submitted, a duplicate copy will be emailed to the address linked to your portal account (the primary email CPSO has on file). There is no charge for this service.

Q12: I have amended the articles since incorporation. Do I need to provide this with my new application package?

A: Yes. If you have amended your Articles since incorporation, you must include a copy of the Certificate of Amendment with your new application package. The copy does not need to be certified.

Q13: What is the renewal date of my Certificate of Authorization?

A: The renewal date is the same as the certificate’s date of issue. The actual date is in your online profile on the CPSO’s website.  

Q14: Why must I complete a renewal application each year?

A: This requirement comes from the Ministry of Health and applies to all regulated health professions in Ontario. The CPSO’s application process only requests the information required by the Ministry. If the Ministry amends these regulations, the CPSO will notify all Medicine Professional Corporations of any changes.

Q15: Does the CPSO accept step-children, step-parents and common-law spouses as family member shareholders?
A: Yes. 

Q16: Do I have to notify the CPSO if I added or removed family member shareholders from the corporation?
A: No, unless the family member is also a CPSO member. 

Q17: Do I have to notify the CPSO if I added or removed physician member shareholders from the corporation?

A: Yes. Under the Regulated Health Professions Act (RHPA), you must notify the CPSO whenever you add or remove physician member shareholders. You can update shareholders, directors, and officers in the “Corporations” tab of the “Profile” section in the Member Portal.

Q18: Do I need to certify the Corporation Profile Report?
A: No, certification is not necessary. 

Q19: My Corporation Profile Report expired. Where can I get a new one?

A: You may obtain a new Corporation Profile Report by obtaining Ontario Corporate profile report.

Important Contacts

OHIP Questions – Ministry of Health

• Telephone: 416-327-8894 or 1-800-268-1153 

CPSO Corporations Unit

• Email: corporations@cpso.on.ca
• Telephone: 416-967-2673
• Fax: 416-967-2659

Do you still have questions? Contact our Ontario Physician Incorporation Team at

1-647-694-5865 or

email info@business-ontario.ca. We’ve helped over 1,200 Ontario doctors incorporate seamlessly.