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Questions and answers related to medical practice within a company

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This page contains the most frequently asked questions, grouped under the following themes:

  • procedure to obtain authorization
  • the partnership’s or company’s name
  • shareholders, partners and employees
  • the partnership’s or company’s activities
  • fees
  • the RAMQ and the CMPA
  • changes and updates
  • other questions

If you have any other questions, please contact the Collège by email incorporation@cmq.org or by telephone 514 933-4459 or 1 888 633-3246, extension 4459.

Procedure to obtain authorization 

1-What steps must a physician follow to obtain authorization to practice within a partnership or a company?

A physician wishing to practice within a partnership or company must first create the partnership or company in accordance with our Regulation and register the partnership or company with the Registraire des entreprises. An application for authorization to the Collège des Médecins can then be submitted.
For more details, you can consult the section Steps to follow.

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2-What is the expected processing time for applications for authorization submitted to the Collège?

The Collège’s objective is to process applications for authorization within around fourteen days of the date of receipt of all the required duly completed documents.

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3-How will a physician know that he has been authorized by the Collège to practice within a partnership or a company and the exact date of the authorization?

The Collège will send the physician or his representative a written confirmation of its authorization. The date of authorization is the date on which the Collège receives all the required duly completed documents. 

N.B.: The authorization will be sent only by email.

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4-Should a physician presume that he is authorized to practice his professional activities within a partnership or a company as of the date of receipt of the documents by the Collège?

No. Given the verifications required, a physician must wait until he has received the written authorization from the Collège before he starts to practice within his partnership or company.

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5-Are the requirements for federally and provincially incorporated companies different?

Yes. Applications from new federally incorporated companies must, in addition to the Declaration for authorization to practice the medical profession within a partnership or company, contain a copy of the certificates of incorporation and compliance issued by Corporations Canada. Applications from new provincially incorporated companies must contain a copy of the certificate of incorporation issued by the Registraire des entreprises

Moreover, the Canadian Medical Association holds a number of official marks for words or titles such as Dr., M.D., MD, Doctor, Physician. Therefore, before using one of these titles in the official name of a federally incorporated company, you must check if the title is an official mark of the Association and, if so, obtain its consent to use it. To do this, you must write a short letter (preferably in English) to the Canadian Medical Association, stating the proposed name and providing an exact description of the company’s activities. The letter must be faxed to 613 526-7571. If you have any questions, please call 613 731-9331, extension 2445.

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The partnership’s or company’s name

6-What are the rules governing the partnership’s or company’s name?

Answer: A physician may not make representations to the public or a patient that are in any way false, misleading or incomplete regarding his level of competence or the scope or effectiveness of his services and those generally provided by his profession. Nor may the partnership’s or company’s name describe its activities in a misleading way or be used by another partnership or company or be likely to be confused with a name that is already in use. It must be in French or have a French version (s. 88 and following of the Code of ethics of physicians).  

N.B.: A physician may use for his partnership or company his initials or his name, but it must be identical to the name on his license.

To avoid any confusion for the public and patients, the Collège must ensure that the name a physician uses for his partnership or company is the same as the name on his permit to practice. If a physician wishes to use a name other than his own, he must first complete the necessary steps with the Directeur de l’état civil. For more information, consult the Politique concernant le nom du professionnel et les demandes de changement de nom.

The partnership’s or company’s name does not have to include the physician’s name but it must not be misleading.

A “limited liability partnership” must use this term in its name or use the initialism “LLP” after its name. Similarly, if a company’s name does not include the term “corporation” or “business corporation”, the designation “Inc.” or “Ltd.” must be used after its name.

The term “firm of professionals governed by the Professional Code” or the initialism “FPGPC” may also be included in the partnership’s or company’s name or after the partnership’s or company’s name to distinguish firms of professionals from firms of people who are not subject to a legal framework, but this is not mandatory (s. 16 of the Regulation respecting the practice of the medical profession within a partnership or a company).

Numbered names (e.g., 1234-5678 Québec Inc.) are allowed, but the name “used” for the public must be compliant and expressed in letters (e.g., Dr. Tremblay’s Medical Clinic Inc.). This means the partnership or company must carry on its professional activities under a name other than its numbered name. Furthermore, the partnership or company name expressed in letters must be indicated in section 3 of the Declaration for authorization to practice the medical profession within a partnership or company and in the section “Other names used in Québec” on the Registraire des entreprises website. 

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Shareholders, partners and employees 

7-Whom may a physician join forces with in a partnership or company?

A physician may only join forces with other physicians, his spouse, blood relatives or relatives by marriage, or with legal entities, trusts or companies whose shareholders, partners or trustees are physicians, a spouse, blood relatives or relatives by marriage. He may also join forces with a trust where at least 50% of the voting rights attached to the ownership interests are owned by at least one physician and at most 50% by a single one of the following professionals: chartered administrator, lawyer, chartered professional accountant or notary. Furthermore, all the directors must be physicians (s. 1 of the Regulation respecting the practice of the medical profession within a partnership or a company).   

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8-What is meant by “blood relatives” or “relatives by marriage”?

The term “blood relatives” means people who are related by blood, that is, people in the family of a physician who is a partner or shareholder in the partnership or company (e.g., father, mother, brother, sister, child, uncle, aunt, etc.).

The term “relatives by marriage” means people who are related by marriage; this is the civil relationship between each spouse and the relatives of the other spouse created by marriage, that is, people in the family of the spouse of a physician who is a partner or shareholder in the partnership or company. 

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9-May the de facto spouse of a physician be a partner or shareholder?

Yes. The Collège des médecins intends to apply the Regulation respecting the practice of the medical profession within a partnership or a company in such a way that a physician’s de facto spouse may hold non-voting units or shares in the partnership or company. Please note that the de facto spouse’s relatives may also hold non-voting units or shares in the partnership or company.

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10-May a spouse, a blood relative or a relative by marriage who is a member of another professional order hold units or shares in a physician’s partnership or company?

This is allowed, but the rules pertaining to conflicts of interest under the Code of ethics of physicians remain applicable, irrespective of the existing partnership and the corporate vehicle used.

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11-May a trust hold shares?

Yes. But if the trust holds voting units or shares, only physicians or one of the professionals referred to in section 1, paragraph 1(c) of the Regulation respecting the practice of the medical profession within a partnership or a company may be trustees. If no voting rights are attached to the units or shares held by the trust, the trustees may be one or more physicians, the spouse, blood relatives or relatives by marriage of a physician, or one of the professionals referred to in section 1, paragraph 2(d) of the Regulation

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12-May a holding company (a company whose assets consist essentially of other companies’ shares) hold shares indirectly?

Yes. However, all the voting rights attached to the units or shares must be held by one or more physicians. The other non-voting units or shares may only be held by the spouse of a physician who is a partner or shareholder in the partnership or company or by a blood relative or relative by marriage (s. 1 of the Regulation respecting the practice of the medical profession within a partnership or a company).  

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13-Is a physician who is the sole shareholder in his company required to form a board of directors?

No. Under the Business Corporations Act, a sole shareholder may restrict or withdraw the board of directors’ powers by means of a written declaration entitled “Sole shareholder’s declaration”. A copy of this declaration must be enclosed with the Declaration for authorization to practice the medical profession within a partnership or company.

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14-May the partnership’s or company’s employees be other professionals governed by the Professional Code?

The partnership or company may have employees who are other professionals governed by the Professional Code. However, professional ethics rules remain applicable even if the professionals in question only have the status of employee. Other activities carried on by these professionals would then be included in the category of peripheral or related activities.

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The partnership’s or company’s activities

15-Is a physician required to practice all his professional activities within the same partnership or company?

No. The fact that a physician practices some professional activities within a partnership or a company does not mean that he is required to practice all his professional activities within that partnership or company. He may decide to practice some types of activities and not others within the partnership or company. A physician may also practice professional activities within more than one partnership or company. 

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16-What is meant by “professional activities” in the Regulation respecting the practice of the medical profession within a partnership or a company?

The professional activities provided for in the Regulation include all the activities that are at the very heart of the medical profession, that is, the activities reserved to physicians and listed in section 31 of the Medical Act: 

31. The practice of medicine consists in assessing and diagnosing any health deficiency in a person in interaction with their environment, in preventing and treating illness to maintain or restore health or to provide appropriate symptom relief.

The following activities in the practice of medicine are reserved to physicians:

(1) diagnosing illnesses;
(2) prescribing diagnostic examinations;
(3) using diagnostic techniques that are invasive or entail risks of injury;
(4) determining medical treatment;
(5) prescribing medications and other substances;
(6) prescribing treatment;
(7) using techniques or applying treatments that are invasive or entail risks of injury, including aesthetic procedures;
(8) providing clinical monitoring of the condition of patients whose state of health is problematic;
(9) providing pregnancy care and conducting deliveries;
(10) making decisions as to the use of restraint measures;
(11) deciding to use isolation measures in accordance with the Act respecting health services and social services (chapter S-4.2) and the Act respecting health services and social services for Cree Native persons (chapter S-5); and
(12) administering the drug or substance allowing an end-of-life patient to obtain medical aid in dying under the Act respecting end-of-life care (chapter S-32.0001).

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17-May a physician carry on activities other than professional activities within his partnership or company?

Although a partnership or company must be constituted for the purpose of carrying on professional activities, a physician may carry on activities that are peripheral or related to or that depend on the main activity (e.g., real estate investments, property leasing, institution management activities, teaching, research activities). These activities must remain secondary to the professional activities at all times in terms of effort involved, investment required or income generated. Furthermore, acts that physicians are prohibited from performing are also prohibited within his partnership or company. 

Note that non-peripheral activities, that is, activities that do not result from or depend on the main activity, may be carried on within the partnership or company (e.g., operation of a store or restaurant). However, the Collège des médecins believes that, in order to preserve the image and dignity of the profession, it would be more prudent to carry on these activities within a separate partnership or company.

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18-Does holding and investing amounts that are not required for the operation of a partnership or company contravene the Regulation respecting the practice of the medical profession within a partnership or a company?

The Collège considers that holding and investing liquid assets in excess of what is required to operate the partnership or company does not contravene the Regulation. In fact, it is an activity that is peripheral to the practice of the medical profession. 

N.B.: There is no maximum amount (expressed as a percentage of sales or asset value) that is deemed to be unnecessary. It is by definition secondary to the main activity.

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19-Must the articles of incorporation or partnership agreement include the provision in the Regulation respecting the practice of the medical profession within a partnership or a company whereby the partnership or company is constituted for the purpose of carrying on professional activities?

For any questions on preparing articles of incorporation or a partnership agreement, members must contact the professional who will be setting up their partnership or company or the Registraire des entreprises

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Fees

20-What fees apply when an application for authorization is submitted?

An administrative fee of $300 will be charged for each physician who practices within the partnership or company for which an application for authorization is submitted and for each physician who practices within a partnership or company who is a partner or shareholder in the partnership or company for which an application for authorization is submitted. 

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21- Are any fees applicable when submitting an Amending declaration (periodic update)?

There is no fee, except when adding a physician, member of the Collège who will practice within the partnership or company or who is a partner or shareholder in the partnership or company for which the change request was submitted. In this case, a fee of $300 will be charged per physician. 

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22-Are any fees for the annual update?

When members pay their annual membership fees, every physician who practices within a partnership or a company must update the information that was provided to the Collège about the partnership or company. A fee of $30 will be charged to each member who practices within a partnership or company and must be paid at the same time as the annual membership fees. The fee covers the cost of information technology development, file processing, updating, data verification, disclosure of information and information technology support (s. 7 of the Regulation respecting the practice of the medical profession within a partnership or a company).

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The RAMQ and the CMPA

23-How does the Régie de l’assurance maladie du Québec (RAMQ) know that a physician is authorized to practice within a partnership or a company?

On a daily basis, the Collège sends the RAMQ information on members who have been granted authorization to practice within a partnership or a company.

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24-Does a physician authorized by the Collège to practice within a partnership or a company have to make changes with the RAMQ (payment of fees to a third party)?

When the Collège sends a physician a written confirmation that he is authorized to practice within a partnership or a company, it will also send him, on the second page of the confirmation, the address of the RAMQ’s website where all the necessary forms can be found. The physician can then open an administrative account with the RAMQ in the partnership’s or company’s name.

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25-How is paid a physician who practices within a partnership or a company?

The physician bills the RAMQ or another source (if he is in private practice, for example), which then pays him his fees. If you have any other questions about billing, please contact the RAMQ directly. 

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26-Will the RAMQ issue a cheque in the partnership’s or company’s name or in the physician’s name?

Please contact the RAMQ if you have any questions about remuneration.

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27-Is a physician wishing to practice within a partnership or a company required to inform the Canadian Medical Protective Association (CMPA)?

Any member who is insured by the CMPA and who wishes to practice his profession within a partnership or a company is required to inform the CMPA. A member who is not insured with the CMPA must contact his private insurance company. 

The CMPA will decide whether or not the general letter (in French only) sent to the Collège des médecins is applicable. If it is, the member is not required to send the Declaration of CMPA Eligibility with the Declaration for authorization to practice the medical profession within a partnership or company. If, on the contrary, the CMPA decides that the general letter does not apply, the member must enclose written confirmation with his Declaration that the partnership or company holds excess liability insurance (s. 11 and following of the Regulation respecting the practice of the medical profession within a partnership or a company). 

A member who is not insured with the CMPA must automatically send written confirmation that the partnership or company holds professional liability insurance with his application for authorization.

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Changes and updates

28-Does a physician have to update the information about his partnership or company with the Collège des médecins?

Yes. A physician must notify the Collège of any changes to the information provided in his initial declaration. To do so, he must send the Collège an Amending Declaration within 30 days of the change. Furthermore, every year, when the physician pays his annual membership fees, he must also update the information about his partnership or company (s. 7 of the Regulation respecting the practice of the medical profession within a partnership or a company).

In particular, the physician must notify the Collège of:

• the addition or removal of any physician who practices his profession within the partnership or company or of any trust or legal entity that is a partner or shareholder in the partnership or company;
• a change of address of the head office;
• the replacement of the respondent member;
• the cancellation of coverage (Division III of the Regulation);
• the dissolution, assignment of assets, bankruptcy or voluntary or forced liquidation of the partnership or company or of any event that is likely to prevent him from pursuing his activities with the partnership or company (s. 9 of the Regulation).

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29-If a partnership or company that has obtained authorization from the Collège amalgamates (long-form amalgamation) with another partnership or company, does a new application for authorization have to be completed?

Yes. Each partnership or company that is formed as a result of a long-form amalgamation must submit a new application for authorization. Consequently, the relevant application fee will apply. Indeed, two partnerships or companies that amalgamate to form a new entity with a new Québec enterprise number (NEQ) are considered a new partnership or company from a legal standpoint. Furthermore, when a partnership or company that has obtained authorization from the Collège amalgamates with a partnership or company that has not, it is important to ensure that the new entity complies with all the provisions of the Regulation respecting the practice of the medical profession within a partnership or a company, in particular with respect to unit or share ownership. 

N.B.: The Declaration for authorization to practice the medical profession within a partnership or company and the Amending Declaration must be sent at the same time.

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30-What changes must be made to a partnership or company once a physicien dies?

The scenarios vary depending on the case:

The deceased physician practiced alone within his partnership or company: The Collège revokes the partnership’s or company’s authorization on the date of death and sends a letter to the physician’s succession. They must ensure that the necessary changes are made (changes to the sector of activity, unit or share ownership, partnership or company name, etc.). 

A partnership or company that no longer has the Collège’s authorization must change its economic activities with the Registraire des entreprises and Corporations Canada, where applicable, so that the sector of activity is no longer related to medicine. It must also remove any medical designation from its name (use of the terms “Dr.”, “M.D.”, “physician”, “medicine”, name of the specialty, etc.).

The deceased physician practiced within a partnership or company with other physicians: The Collège removes the physician’s name from the partnership or company and informs the respondent member, who must, as required, send an Amending Declaration to the Collège (e.g., if the deceased physician held voting units or shares in the partnership or company, the percentage of voting rights for each shareholder or partner must be adjusted).

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31-May a partnership or company maintain its authorization when a physician who practices within it is taken off the Roll of the Order (he resigns, his permit is revoked, he is struck off)?

The scenarios vary depending on the case: 

The physician practiced alone within his partnership or company: The Collège revokes the partnership’s or company’s authorization on the date the physician is taken off the Roll of the Order or on the date the partnership or company is dissolved. It then sends a letter to the physician, who must ensure that the appropriate changes are made with respect to the Registraire des entreprises

A partnership or company that no longer has the Collège’s authorization must change its economic activities with the Registraire des entreprises and Corporations Canada, where applicable, so that the sector of activity is no longer related to medicine. It must also remove any medical designation from its name (use of the terms “Dr.”, “M.D.”, “physician”, “medicine”, name of the specialty, etc.).

The physician practiced within a partnership or company with several physicians: The Collège revokes the physician’s authorization to practice within the partnership or company and informs the respondent member, who must, as required, send the Collège an Amending Declaration. The respondent member must ensure that the partnership or company complies with the required changes. For example, he must remove the ex-member’s name from the partnership’s or company’s name or update the information regarding unit or share ownership. 

N.B.: If a physician is struck off for less than 3 months, the authorization will not be revoked and no changes are required (s. 2 of the Regulation respecting the practice of the medical profession within a partnership or a company).

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32-Does a physician who has been struck off have to sell his shares or dispose of his units?

Not necessarily. The sale of shares or disposal of units applies only to a physician who is struck off the Roll for more than 3 months (s. 2 of the Regulation respecting the practice of the medical profession within a partnership or a company). The scenarios vary depending on the case:

First case: If the physician who has been struck off for more than 3 months is the only member of the Order who directly or indirectly holds units or shares in the partnership or company, the fact that the physician is struck off the Roll does not affect the amounts due to him from the RAMQ or another source of income for acts performed before he was struck off. However, the partnership or company will cease to receive such amounts as of the date the physician stops practicing medicine. 

Second case: If the physician who has been struck off for more than 3 months is not the only member of the Order who directly or indirectly holds units or shares in the partnership or company, the physician, as well as any person who is considered to be his spouse, his blood relative or relative by marriage, must dispose of their units or shares. The physician who has been struck off must also cease to be an executive officer of the partnership or a director of the company. 

That said, prudent physicians who decide to work together within a partnership or company should, from the outset, adopt a unanimous partnership or shareholder agreement and resolve this matter. The agreement could include a “withdrawal from business” clause which would provide for various situations, including physical disability, retirement, being struck off the Roll for more than 3 months, bankruptcy, etc. Business withdrawal clauses usually contain provisions covering the buyback, by the other partners or shareholders, or the partnership or company, of the units or shares of the person who is withdrawing from business. They also describe the procedure to be followed to determine the price or value of the units or shares.

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33-What happens to the partnership or company of a physician who becomes an inactive member?

As an inactive member, the physician is still registered on the Roll of the Order. Since a partnership or company that has obtained authorization from the Collège is a medical partnership or company, two questions must be asked in order to determine whether the partnership or company will be allowed to maintain the Collège’s authorization:

1. Is the inactive member expecting to receive sums he is due from medical practice?
2. Does the inactive physician plan to return to practice in the short, medium or long term? 

If the answer to both questions is “no”, the Collège will have to revoke the partnership’s or company’s authorization. If the answer to one or both of these questions is “yes”, the Collège may allow the partnership or company to maintain its authorization. However, the inactive member will have to contact the Collège every year when he completes his annual declaration to explain why he wishes to maintain the Collège’s authorization. In this case, an annual fee of $30 will apply. 

If several physicians are practicing within the partnership or company, the inactive member may keep his title of director, shareholder or partner and his name may be kept in the partnership’s or company’s name.

A partnership or company that no longer has the Collège’s authorization must change its economic activities with the Registraire des entreprises and Corporations Canada, where applicable, so that the sector of activity is no longer related to medicine. It must also remove any medical designation from its name (use of the terms “Dr.”, “M.D.”, “physician”, “medicine”, name of the specialty, etc.).

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34-What changes must be made to a partnership or company that no longer has the Collège’s authorization?

A partnership or company that no longer has the Collège’s authorization must change its economic activities with the Registraire des entreprises and Corporations Canada, where applicable, so that the sector of activity is no longer related to medicine. It must also remove any medical designation from its name (use of the terms “Dr.”, “M.D.”, “physician”, “medicine”, name of the specialty, etc.).

N.B.: Revocation of the Collège’s authorization does not change the company’s articles of incorporation or the partnership agreement and the information that appears on the Registraire des entreprises website. To do this, the Collège suggests the use of a professional's services.

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Other questions

35-How long have physicians been able to practice within a partnership or a company?

Since March 22, 2007, which is the date that the Regulation respecting the practice of the medical profession within a partnership or a company became effective, any physician registered on the membership roll of the Order may obtain the Collège’s authorization to practice his profession within a joint stock company (Inc.) or a limited liability partnership (LLP), which are the two corporate vehicles provided for in the Regulation.

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36-Does the Collège intend to make a model charter, model articles of incorporation or a model partnership agreement available on its website?

No. It is the responsibility of the lawyer or professional who is setting up the partnership or company to ensure the appropriate form is used.

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37-What measures does the Collège propose for the oversight and monitoring of medical practice within a partnership or a company?

The Collège will apply the same oversight and monitoring measures to physicians who practice within a partnership or a company as those applied to all physicians who practice in Quebec.

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38-Is there a register of physicians who practice within a partnership or a company?

Answer: Yes. The Collège has created a register of physicians who practice within a partnership or a company. The Collège monitors the activities of these partnerships and companies rigorously to ensure they comply with the Code of ethics of physicians and the applicable regulatory provisions and to ensure the protection of the public.

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39-What are the advantages of practicing medicine within a partnership or a company for a physician?

The advantages of practicing medicine within a partnership or a company are mainly fiscal and organizational.

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40-What is the impact of practice within a partnership or a company for the public?

The practice of the medical profession within a partnership or a company changes nothing for the public and in no way affects the Collège’s oversight and monitoring authority over its members. Professional ethics and civil rules remain the same, such that neither ethics remedies nor civil remedies are affected.

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41-Is the physician’s original signature required at the end of the Initial Declaration and the Amending Declaration?

No. The Collège will accept a copy of the physician’s signature on these forms.

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Last update: September 22, 2020