How to Incorporate a Chiropody or Podiatry Practice in Ontario
Incorporating a chiropody or podiatry practice is not the same as registering an ordinary Ontario corporation. A regulated professional who wants to practise through a corporation must establish a corporation that complies with Ontario’s professional corporation rules and obtain a Certificate of Authorization from the College of Chiropodists of Ontario.
Choosing the wrong corporate name, using unsuitable articles or issuing shares to an ineligible person can delay the process and require corrective filings. Incorporation should therefore be approached as both a corporate and regulatory exercise.
This article explains the main legal steps, restrictions and practical issues Ontario chiropodists and podiatrists should consider when establishing a professional corporation.
What Is a Chiropody Professional Corporation?
A professional corporation is an Ontario corporation authorized to practise a regulated profession. For chiropodists and podiatrists, forming the corporation is only one part of the process. The corporation must also obtain a Certificate of Authorization from the College before it may practise the profession.
The College’s current requirements provide that:
The issued and outstanding shares must be legally and beneficially owned, directly or indirectly, by one or more members of the same profession who hold certificates of registration issued by the College
Every officer and director must be a shareholder
The articles must restrict the corporation to practising the profession and carrying on related or ancillary activities
The corporation cannot have a numbered name
The name must comply with the professional corporation naming rules
These restrictions make a professional corporation fundamentally different from a standard business corporation.
Why Do Chiropodists and Podiatrists Incorporate?
The reasons depend on the practitioner’s income, expenses, growth plans and personal circumstances. Potential advantages may include:
The ability to earn professional income through a corporation
Possible tax deferral when funds are retained in the corporation
Greater flexibility in determining how and when compensation is paid
A clearer structure for business expenses, employees and commercial contracts
Continuity of the practice as it grows
A structure that may support future succession or practice-sale planning
These benefits are not automatic. A professional corporation also creates legal, accounting and administrative obligations. A practitioner should obtain accounting and tax advice before incorporating to determine whether the structure makes financial sense.
Does Incorporation Protect Against Professional Liability?
Incorporation does not eliminate a practitioner’s professional liability. Ontario’s Business Corporations Act expressly provides that incorporation does not limit the professional liability of a shareholder of a professional corporation.
The corporation may provide separation from certain commercial obligations, depending on the circumstances. However, personal guarantees, director liabilities and other exceptions may still expose the practitioner personally.
Professional liability insurance remains essential. Incorporation should not be treated as a replacement for appropriate insurance, professional judgment or compliance with College standards.
Step 1: Confirm That a Professional Corporation Is the Right Structure
Before preparing incorporation documents, the practitioner should consider:
Current and expected practice income
How much money will be withdrawn personally each year
Whether funds are likely to remain in the corporation
The cost of legal, accounting and annual corporate maintenance
Whether the practitioner will operate alone or with other registered shareholders
Whether the clinic will include other regulated or unregulated professionals
Future plans to add associates, purchase a clinic or sell the practice
A multidisciplinary clinic may require additional structuring. The permitted business of the professional corporation is restricted to the practice of the profession and activities related or ancillary to it. A separate business corporation may sometimes be appropriate for other aspects of a clinic, but that structure requires careful legal, tax and regulatory analysis.
Step 2: Select a Compliant Corporate Name
A chiropody or podiatry professional corporation cannot use a numbered name.
According to the College’s application guide, the legal corporate name must:
Include the words “Professional Corporation” or “Société professionnelle”
Include the surname of one or more shareholders as it appears on the College register
Indicate the health profession practised by the shareholders
Avoid information that is not permitted or required under the governing rules
Comply with other applicable naming laws
The College provides “Shareholder Last Name Chiropody Professional Corporation” as an example of an acceptable name.
The practice may use a separate operating or clinic name, but that does not replace the corporation’s required legal name. Any operating name should be properly registered and used consistently with the College’s advertising requirements.
It is sensible to confirm the proposed professional corporation name before filing. Correcting a non-compliant name after incorporation may require articles of amendment, updated corporate records and additional expense.
Step 3: Prepare Profession-Specific Articles of Incorporation
The articles must contain restrictions appropriate for a chiropody or podiatry professional corporation. In particular, they must provide that the corporation may not carry on a business other than practising the profession and carrying on activities related or ancillary to that practice.
The articles also establish the corporation’s authorized share structure. This is important because the shares that are actually issued must comply with the College’s ownership requirements.
Using articles prepared for an ordinary Ontario corporation may create problems, including:
An unrestricted business purpose
Share classes designed for individuals who are not eligible shareholders
Provisions inconsistent with professional corporation rules
A name that does not meet College requirements
Generic online incorporation packages do not always account for the restrictions imposed by a particular regulatory College.
Step 4: Incorporate the Corporation in Ontario
Once the name, articles, registered office and initial director information are settled, the corporation can be incorporated under Ontario’s Business Corporations Act.
The resulting corporate documents generally include the Certificate of Incorporation and Articles of Incorporation. These documents will also form part of the application to the College for a Certificate of Authorization.
At this stage, the corporation legally exists. However, that does not mean it is already authorized to practise chiropody or podiatry.
Step 5: Complete the Initial Corporate Organization
The corporation should be properly organized after incorporation. This generally involves:
Adopting corporate by-laws
Appointing the officers
Confirming the director or directors
Issuing shares to eligible shareholders
Preparing shareholder and director resolutions
Establishing the corporation’s registers and minute book
Recording the registered office and other required corporate information
Incorporation alone does not complete these steps. A corporation that has never issued its shares or documented its organizational decisions may have an incomplete corporate record.
The share issuances, officers and directors must comply with the professional corporation rules. Each shareholder must hold a current certificate of registration issued by the College, and each director and officer must also be a shareholder.
Step 6: Apply for a Certificate of Authorization
The professional corporation must apply to the College of Chiropodists of Ontario for a Certificate of Authorization.
The College’s application materials currently require corporate and professional information that may include:
A completed application
The Certificate and Articles of Incorporation
A recent corporation profile report showing that the corporation is active
Information about the shareholders, directors and officers
Undertakings signed by the shareholders
A director’s declaration signed within the required period
Applicable College fees
The application should be prepared carefully. The corporate documents, College register and application must be consistent.
The corporation should not begin holding itself out as a professional corporation authorized to practise until the required authorization has been issued.
Step 7: Put the Corporation Into Operation
After authorization, the practitioner must transition the practice to the corporation properly. Depending on the circumstances, this may involve:
Opening a corporate bank account
Registering for applicable tax accounts
Updating invoices and payment-processing arrangements
Updating insurance policies
Entering new contracts in the corporation’s name
Assigning or replacing existing contracts where permitted
Updating the commercial lease or obtaining the landlord’s consent
Updating supplier, laboratory and equipment arrangements
Reviewing patient-facing documents and privacy materials
Updating employment and independent contractor agreements
Using the corporation’s correct legal name on formal documents
Existing contracts do not necessarily transfer to the new corporation automatically.
The practitioner should review whether an assignment, consent, amendment or new agreement is required.
Step 8: Maintain the Corporation and College Authorization
The professional corporation creates continuing obligations at both the corporate and regulatory levels.
Corporate maintenance may include:
Filing Ontario annual returns
Preparing annual shareholder and director resolutions
Maintaining current registers and minute-book records
Recording changes to directors, officers, shareholders or the registered office
Filing corporate tax returns
Keeping accounting and financial records
The Certificate of Authorization must also be renewed annually with the College. The College currently requires renewal information concerning the corporation’s active status, shareholders, directors, officers and practice address, together with supporting documents and the applicable renewal fee.
Missing a corporate or College filing can create compliance problems even if the practice continues operating normally.
Can a Spouse or Family Member Own Shares?
The College’s current rules state that all issued and outstanding shares must be legally and beneficially owned, directly or indirectly, by one or more members of the same profession who hold certificates of registration issued by the College.
Therefore, a spouse or family member who is not an eligible registrant generally cannot be issued shares of the chiropody or podiatry professional corporation. The share structure should not be copied from professional corporation arrangements available to other professions, because ownership rules are not identical for every regulated profession.
Tax planning should be coordinated with the corporation’s legal and regulatory restrictions.
Can Chiropodists and Podiatrists Own One Corporation Together?
Chiropodists and podiatrists are both regulated by the College of Chiropodists of Ontario, but the proposed structure, corporate name and registration status of each shareholder should be reviewed before proceeding.
The corporation’s documents and College application must accurately reflect the profession practised, the shareholders’ registration and any applicable restrictions.
Practitioners should not assume that a proposed multi-owner structure is acceptable without confirming the College’s current requirements.
Can an Existing Regular Corporation Be Used?
Sometimes a practitioner has already incorporated a standard Ontario corporation before learning that a professional corporation and Certificate of Authorization are required.
It may be possible to amend an existing corporation, but the required corrections depend on its current:
Name
Articles
Share structure
Issued shares
Directors and officers
Business activities and contracts
The corporation may require a name change, articles of amendment, share corrections and updated organizational records before applying to the College. In some cases, establishing a new professional corporation may be more practical.
The existing corporation should be reviewed before deciding how to proceed.
Common Professional Corporation Mistakes
Common problems include:
Incorporating a numbered company
Using a clinic brand as the legal corporate name
Omitting “Professional Corporation” from the name
Failing to identify the profession in the corporate name
Using articles intended for an ordinary business corporation
Issuing shares to an ineligible person
Appointing a non-shareholder as an officer or director
Assuming incorporation alone authorizes the corporation to practise
Starting operations before receiving the Certificate of Authorization
Failing to complete the corporation’s initial organization
Missing annual College renewal or corporate filings
Continuing to sign contracts personally after the corporation begins operating
Correcting these issues later may require corporate amendments, replacement agreements and regulatory filings.
Legal Support for Chiropodists and Podiatrists
Delta Law assists Ontario chiropodists and podiatrists with:
Professional corporation incorporation
Profession-specific articles and share structures
Initial corporate organization and minute-book documents
Certificate of Authorization applications
Corrections to improperly established corporations
Associate, independent contractor and employment agreements
Commercial lease reviews
Clinic contracts, privacy documents and growth planning
Learn more about Delta Law’s legal services for chiropodists and podiatrists.
This article provides general information and does not constitute legal or tax advice. Professional corporation requirements and individual circumstances should be reviewed before taking action.
Ready to Incorporate Your Practice?
If you are establishing a chiropody or podiatry professional corporation, contact Delta Law for assistance with the incorporation, corporate organization and Certificate of Authorization process.
