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BILL NO. 58

                                              Government Bill

                 
                                                               
              3rd Session, 56th General Assembly
                         Nova Scotia
                   44 Elizabeth II, 1995-96

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




                          CHAPTER 11
                       ACTS OF 1995-96




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


                 
                                                               
                                                               
                                                               
                                                               
                                                               
                                                               
          AS ASSENTED TO BY THE LIEUTENANT GOVERNOR
                       JANUARY 11, 1996






                 
                                                               
                           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 sub-
section (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 physi-
cian 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.