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BILL NO. 58

                                              Government Bill

                 
                                                               
              3rd Session, 56th General Assembly
                         Nova Scotia
                    44 Elizabeth II, 1995

                 
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                 An Act to Permit Physicians
        to Incorporate for the Purpose of Carrying on
                   the Practice of Medicine










                 
                                                               
                                                               
         The Honourable Ronald D. Stewart, O.C., M.D.
                      Minister of Health


                 
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
                                                             
                 
                                                               
                           Halifax
          Printed by Queen's Printer for Nova Scotia
                               
                               
                               
                               
An Act to Permit Physicians
to Incorporate for the Purpose of Carrying on
the Practice of Medicine



         Be it enacted by the Governor and Assembly as follows:


         1    This Act may be cited as the Medical Professional Corporations Act.


         2    In this Act,

              (a)  "Council" means the Council of the College of Physicians and Surgeons of
         Nova Scotia constituted by the Medical Act;

              (b)  "Minister" means the Minister of Health;

              (c)  "permit" means a permit issued to a professional corporation pursuant to this
         Act;

              (d)  "physician" means a medical practitioner as defined by the Medical Act;

              (e)  "practice of medicine" means the practice of medicine, surgery, obstetrics,
         pathology, radiology and specialties thereof by a physician;

              (f)  "professional corporation" means a company incorporated pursuant to the
         Companies Act for the purpose of carrying on the practice of medicine;

              (g)  "Registrar" means the Registrar under the Medical Act;

              (h)  "spouse" means a person married to another person and includes either of
         a man and woman who, not being married to each other, live together as husband and
         wife and have so lived for at least one year.


         3    Subject to this Act and the regulations, a professional corporation may engage in
the practice of medicine and physicians may be employed by a professional corporation for the
purpose of engaging in the practice of medicine.


         4    (1)  A majority of the issued shares of a professional corporation shall be legally
and beneficially owned by one or more physicians.

              (2)  A majority of the issued voting shares of a professional corporation shall be
legally and beneficially owned by one or more physicians.

              (3)  Subject to subsections (1) and (2), any person may own, beneficially or
legally, shares of a professional corporation.

              (4)  Notwithstanding subsections (1) and (2), a person resident in Canada may
hold legal title to issued shares of a professional corporation solely as trustee for the exclusive
benefit of a physician, or the spouse or child of a physician, or a group of such individuals
pursuant to a trust settlement governed by the laws of the Province, but no one other than a
physician, or the spouse or child of a physician, shall act as such a trustee without the written
consent of the Registrar.


         5    All of the directors of a professional corporation that is engaged in the practice of
medicine shall be physicians.


         6    A professional corporation shall not engage in the practice of medicine unless the
corporation holds a permit pursuant to this Act and the corporation is in compliance with this
Act and the regulations.


         7    (1)  Notwithstanding any other provision of this Act, a professional corporation
to which a permit is issued pursuant to this Section may practise medicine in its own name.

              (2)  Notwithstanding subsection (1), no professional corporation shall be
registered as a physician pursuant to the Medical Act.

              (3)  The Registrar shall issue a permit to any professional corporation that

                   (a)  files all required applications in the form prescribed by the regulations;

                   (b)  pays all fees prescribed by the regulations;

                   (c)  satisfies the Registrar that it is a company limited by shares in good
              standing with the Registrar of Joint Stock Companies under the Companies Act and
              the Corporations Registration Act and that it is a private company as defined by the
              Securities Act;

                   (d)  satisfies the Registrar that the name of the corporation is in accordance
              with the regulations;

                   (e)  satisfies the Registrar that the legal and beneficial ownership of all of
              the issued shares of the corporation satisfies the requirements of Section 4;

                   (f)  satisfies the Registrar that all of the directors of the corporation are
              physicians;

                   (g)  satisfies the Registrar that the corporation holds such liability
              insurance as may be prescribed by the regulations; and

                   (h)  satisfies the Registrar that the persons who will carry on the practice
              of medicine for or on behalf of the corporation are physicians.

              (4)  A permit issued pursuant to subsection (3), or any renewal thereof pursuant
to subsection (5), expires on December 31st of the year for which it was issued or renewed.

              (5)  The Registrar may renew a permit upon such application and payment of such
fee as may be prescribed by the regulations where the Registrar determines that the requirements
of subsection (3) are satisfied by the professional corporation.

              (6)  A permit issued pursuant to subsection (3), or renewed pursuant to subsection
(5), may be suspended or revoked at any time by the Registrar where a professional corporation
fails to satisfy any of the requirements of subsection (3).

              (7)  The Council may, in its discretion, review a decision of the Registrar to
suspend or revoke a permit pursuant to subsection (6).

              (8)  For the purpose of this Act, the practice of medicine is not carried on, and
shall not be deemed to be carried on, by clerks, secretaries, nurses and other persons employed
by a professional corporation to perform services that are not usually and ordinarily considered
by law, custom and practice to be services that may be performed only by a physician.


         8    (1)  In this Section, "physician owner" means a physician who is the legal and
beneficial owner of issued voting shares of a professional corporation.

              (2)  Where a professional corporation practises medicine only through the
services of a physician owner and no other physician, and that physician owner dies, becomes
incompetent or is no longer registered pursuant to the Medical Act, or is suspended pursuant to
that Act, the permit of the corporation is deemed to be revoked and the corporation shall cease
to practise medicine.

              (3)  Where a professional corporation practises medicine through the services of
at least one physician other than the physician owner and the corporation ceases to fulfil any
requirement of subsection 7(3) by reason of

                   (a)  the death of the physician owner;

                   (b)  the incompetency of the physician owner;

                   (c)  the physician owner ceasing to be a physician as defined by this Act;
              or

                   (d)  the suspension of the physician owner pursuant to the Medical Act,

the corporation shall forthwith notify the Registrar and shall fulfil the requirements in question
within one hundred and twenty days from the date of death, incompetency, ceasing to be a
physician or the suspension, as the case may be, of the physician owner, failing which the permit
is revoked and the corporation shall cease to practise medicine effective upon the expiration of
the one hundred and twenty day period.

              (4)  Where a majority of the issued voting shares of a professional corporation
are legally and beneficially owned by two or more physician owners and the corporation ceases
to fulfil any requirement referred to in subsection 7(3) by reason of

                   (a)  the death of a physician owner;

                   (b)  the physician owner ceasing to be a physician as defined by this Act;
              or

                   (c)  the suspension of a physician owner pursuant to the Medical Act,

the corporation shall forthwith notify the Registrar and shall fulfil the requirements in question
within one hundred and twenty days from the date of death, ceasing to be a physician or the
suspension, as the case may be, of the physician owner, failing which the permit is revoked and
the corporation shall cease to practise medicine upon the expiration of the one hundred and
twenty day period.

              (5)  Where the permit of a professional corporation is revoked pursuant to this
Section and thereafter the corporation is able to demonstrate that it is in compliance with
subsection 7(3), the corporation may apply to the Registrar to have its permit reinstated and the
Registrar may, in the discretion of the Registrar, reinstate the permit subject to such conditions
as the Registrar may determine.


         9    Where the shares of a professional corporation engaged in the practice of medicine
are transferred or where there is a change in the shareholders, directors or officers of such
corporation, or any change in the location where such corporation carries on business, the
corporation shall, within fifteen days, notify the Registrar of such transfer or change.


         10   The relationship of a physician to a professional corporation, whether as a
shareholder, director, officer or employee, does not affect, modify or diminish the application
of the Medical Act and the regulations made pursuant to that Act to the physician.


         11   (1)  All persons who carry on the practice of medicine by, through or on behalf
of a professional corporation are liable in respect of acts or omissions done or omitted to be
done by them in the course of the practice of medicine to the same extent and in the same manner
as if such practice were carried on by them as an individual or a partnership, as the case may
be, carrying on the practice of medicine.

              (2)  No owner of voting shares of a professional corporation shall pledge,
hypothecate, enter into a voting trust, proxy or any other type of agreement vesting in any other
person who is not a physician the authority to exercise the voting rights attached to any or all
of the owner's shares.


         12   (1)  Nothing contained in this Act affects, modifies or limits any law applicable
to the confidential or ethical relationships between a physician and the physician's patient.

              (2)  The relationship between a professional corporation and a patient of the
corporation is subject to all applicable law relating to the confidential and ethical relationships
between a physician and the physician's patient.

              (3)  All rights and obligations pertaining to communications made to or
information received by a physician apply to the shareholders, directors, officers and employees
of a professional corporation.


         13   All shareholders, directors, officers and employees of a professional corporation
are compellable witnesses in any proceedings pursuant to this Act or the Medical Act.


         14   A certificate purporting to be signed by the Registrar stating that a named
professional corporation was or was not, on a specified day or during a specified period, a
professional corporation entitled to practise medicine according to the records of the Registrar,
shall be admitted in evidence as prima facie proof of the facts stated therein without proof of the
Registrar's appointment or signature.


         15   Where a professional corporation commits an offence contrary to this Act or the
regulations, every person who, at the time of the commission of the offence, was a director or
officer of the corporation is guilty of the same offence and subject to the same penalties unless
the act or omission constituting the offence took place without the person's knowledge or consent
or the person exercised all due diligence to prevent the commission of the offence.


         16   (1)  Every person who contravenes this Act or the regulations is guilty of an
offence and liable, on summary conviction, for a first offence to a fine not exceeding five hundred
dollars and for a second or any subsequent offence to a fine not exceeding one thousand dollars.

              (2)  Where a professional corporation is convicted of an offence contrary to this
Act or the regulations, the permit of the corporation is suspended in default of paying any fine
ordered to be paid until such time as the fine is paid.

              (3)  Where a professional corporation is convicted of a second or subsequent
offence, the permit of the corporation may be revoked.


         17   (1)  Subject to subsections (2) and (3), the Council may make regulations

                   (a)  prescribing the manner of proof as to matters required to be proven by
              applicants for permits;

                   (b)  fixing reasonable fees payable for the issuance and renewal of permits;

                   (c)  providing that the permit of a professional corporation is suspended
              without notice or investigation upon contravention of any regulation that requires
              the corporation to pay a fee or assessment, file a document or do any other act by
              a specified or ascertainable date, and providing for the reinstatement of a permit
              so suspended;

                   (d)  prescribing the grounds upon which the Council may review a decision
              of the Registrar pursuant to subsection 7(7) and the procedures to be followed in
              reviewing any such decision;

                   (e)  providing for the reinstatement or re-issuance of any permit suspended
              or revoked pursuant to this Act and prescribing the terms and conditions upon
              which reinstatement or re-issuance of a permit may be granted;

                   (f)  providing for the creation and maintenance of a register of professional
              corporations;

                   (g)  providing for the filing of periodic returns by professional
              corporations;

                   (h)  providing for the annual renewal of permits and prescribing the terms
              and conditions upon which renewals may be granted;

                   (i)  prescribing the types of names and business names by which

                        (i)  a professional corporation,

                        (ii) a partnership of two or more professional corporations, or

                        (iii)     a partnership of one or more professional corporations and one
                   or more individual physicians,

              may be known;

                   (j)  prescribing the advertising that may be undertaken by a professional
              corporation;

                   (k)  prescribing access to the minute book records of a professional
              corporation by the Registrar;

                   (l)  prescribing any other matters necessary for the proper administration
              of this Act.

              (2)  Prior to making any regulation pursuant to this Act, the Council shall consult
and seek the advice of the Medical Society of Nova Scotia with respect to the proposed
regulation.

              (3)  No regulation has effect until it is approved by the Governor in Council.

              (4)  The exercise of the authority contained in subsection (1) is regulations within
the meaning of the Regulations Act.



         18   This Act comes into force on such day as the Governor in Council orders by
proclamation.