Professional Corporations Act
Consolidated act- Citation
- S.N.W.T. 2009, c.6
- Source
- Unofficial consolidation PDF (justice.gov.nt.ca)
This is an unofficial reading copy parsed from the Department of Justice consolidation PDF above — itself an office consolidation, not an official statement of the law. The authoritative text is in the Revised Statutes of the Northwest Territories, 1988 and the annual Statutes volumes.
- s.1 amended by Miscellaneous Statute Law Amendment Act, 2022
- s.16 amended by Miscellaneous Statute Law Amendment Act, 2022
The Commissioner of the Northwest Territories, by and with the advice and consent of the Legislative Assembly, enacts as follows:
Definitions
1.In this Act,
"bylaws of the designated profession" means
(a) bylaws and rules of a designated profession made in accordance with the governing Act, and
(b) bylaws and rules of a designated profession made in accordance with this Act; (règlements administratifs de la profession désignée)
"corporate register" means a corporate register kept under section 7; (registre des sociétés)
"designated profession" means a profession designated in the regulations; (profession désignée)
"governing body" means the entity or person designated in the regulations as the governing body of a designated profession; (organisme dirigeant)
"governing Act" means the Act that governs a designated profession; (loi directrice)
"licence" means an annual authorization to practise issued by a governing body to a member of the designated profession; (licence)
"permit" means a permit issued under subsection 6(1); (permis)
"professional corporation" means
(a) a corporation described in section 2, or
(b) a corporation that
(i) is incorporated under the laws of a province or another territory and complies with the applicable laws of that jurisdiction pertaining to professional corporations, and
(ii) is a registered extra-territorial corporation under the Business Corporations Act; (société professionnelle)
"spouse" means, with respect to a member of a designated profession, a person who is a spouse of the member within the meaning assigned to that term by section 1 of the Family Law Act. (conjoint) SNWT 2023,c.7,s.35.
Professional Corporations
Incorporation
2.(1) One or more members of a designated profession may incorporate a corporation under the Business Corporations Act for the purpose of carrying on, in the name of the corporation, the business of providing professional services that may lawfully be performed by members of that profession.
(2) Subject to the bylaws of the designated profession, the term "Professional Corporation" or "société professionnelle" or the abbreviation "Prof. Corp.", "P.C.", "soc. prof " or "s.p." must be part of the name of a professional corporation, and the name must appropriately depict that the corporation is engaged in the business of providing professional services that may lawfully be performed by members of that profession.
Provision of services by professional corporation
3.(1) Subject to this Act, the regulations and the bylaws of the designated profession, a professional corporation that holds a valid permit may carry on the business of providing professional services that may lawfully be performed by members of that profession.
(2) The services referred to in subsection (1) may only be provided by the professional corporation through persons who are members of the designated profession.
Restrictions on practising in name of professional corporation
4.(1) No person shall carry on, purport to carry on or advertise the carrying on of the business of providing professional services that may lawfully be performed by members of a designated profession by, through or in the name of a professional corporation, unless
(a) the corporation is registered and holds a valid permit;
(b) subject to subsection (2), all of the issued voting shares of the corporation are legally and beneficially owned by one or more members of the designated profession;
(c) subject to subsection (2), all of the issued non-voting shares of the corporation are legally and beneficially owned by
(i) members of the designated profession,
(ii) spouses, children, grandchildren or parents of members of the eligible profession who own voting shares,
(iii) a corporation incorporated, or registered as an extra-territorial corporation, under the Business Corporations Act, all of the shares of which are owned by persons referred to in subparagraph (i) or (ii), or
(iv) a trust, all of the beneficiaries of which are persons referred to in subparagraph (i), (ii) or (iii);
(d) all of the directors of the corporation are members of the designated profession; and
(e) all persons who carry on the business of providing professional services that may lawfully be performed by members of the designated profession by, through or in the name of the corporation, are members of that profession.
(2) The voting and non-voting shares of a professional corporation may be vested in
(a) an executor or administrator of the estate of a shareholder, for the limited purpose of permitting the executor or administrator to discharge his or her duties in relation to the administration of the estate; or
(b) a trustee in bankruptcy, for the limited purpose of permitting the trustee to discharge his or her duties as trustee in respect of the bankruptcy of the estate of a shareholder or of the professional corporation.
Restriction on voting shares
5.No owner of voting shares of a professional corporation shall pledge the shares or enter into a voting trust agreement or proxy or any other type of agreement that vests in a person who is not a member of the designated profession the authority to exercise voting rights attached to those shares.
Governing Body
Permit
6.(1) The governing body may register and issue a permit to a professional corporation that
(a) applies in the form established by the governing body;
(b) pays the fees set by the governing body; and
(c) satisfies the governing body that
(i) the corporation
(A) is incorporated, or is registered as an extra-territorial corporation, under the Business Corporations Act and has filed the annual returns required by that Act,
(B) meets the requirements of this Act, and
(C) meets the requirements of the bylaws of the designated profession, and
(ii) the articles of the corporation do not prevent it from carrying on all business and activities associated with the business of providing professional services that may lawfully be performed by members of the designated profession.
(2) A permit may contain any terms and conditions that the governing body considers appropriate.
(3) Subject to section 8, a permit expires on the day in the calendar year specified in the bylaws of the designated profession.
(4) The governing body may renew a permit issued to a professional corporation that applies in the form established by the governing body and pays the applicable fees, if the governing body is satisfied that the corporation continues to meet the requirements set out in paragraph (1)(c).
(5) Where an application for renewal of a permit is refused, the governing body shall give notice to the professional corporation.
Corporate register
7.(1) The governing body shall
(a) keep a record designated as the corporate register; and
(b) enter in the corporate register the name and address of each professional corporation registered by the governing body under section 6, and the name and address of each director of the corporation.
(2) The corporate register of the governing body must be kept at its head office, and must be available for inspection by any person, without fee, during regular office hours.
Revocation of permit
8.(1) The governing body may revoke a permit issued to a professional corporation that
(a) does not meet one or more of the requirements set out in paragraph 6(1)(c); or
(b) fails to comply with a term or condition set out in the permit.
(2) The governing body shall revoke a permit issued to a professional corporation where only one member of the designated profession carries on the business of providing professional services that may lawfully be performed by members of that profession in the name of the corporation, and
(a) the member dies or becomes incapacitated; or
(b) the member’s licence is revoked.
(3) The governing body shall give notice to the professional corporation of the revocation of its permit under subsection (1) or (2), and shall strike its name from the corporate register.
Appeal
9.(1) A professional corporation may appeal a decision of the governing body to the Supreme Court where the corporation’s
(a) application for registration, for a permit or for renewal of a permit, is rejected;
(b) permit is issued subject to terms and conditions; or
(c) permit is revoked.
(2) An appeal must be commenced within 60 days after the date of the decision by a notice of appeal setting out the grounds of the appeal, a copy of which must be served on the governing body.
(3) The Supreme Court may, on an appeal,
(a) confirm or vary the decision of the governing body or substitute its own decision for that of the governing body; and
(b) make any order as to costs that it considers appropriate.
Professional Duties and Relationships
Application of governing Act
10.The relationship of a member of a designated profession to a professional corporation does not affect the application to the member of the governing Act under which the member is licensed or the bylaws or rules made under that Act.
Liability of member
11.The liability of a member of a designated profession to a person who receives services from the member is not affected by the fact that the services were provided by the member as an employee of, or on behalf of, a professional corporation.
Member obligations to client
12.(1) Nothing in this Act affects any law applicable to the confidential, ethical or fiduciary relationships between a member of a designated profession and a person who receives services from the member.
(2) The relationship between a professional corporation and a person who receives services from the corporation is subject to all applicable laws relating to the confidential, ethical and fiduciary relationship between a member of a designated profession who provides the services in the name of the corporation and the person who receives the services.
(3) All rights and obligations pertaining to communications made to, or information received by, a member of a designated profession apply to the shareholders, directors, officers and employees of a professional corporation.
Proceedings and Offence
Powers on inspection, investigation or inquiry
13.If a complaint, inspection, investigation or inquiry under a governing Act pertains to the conduct of a member of a designated profession through whom a professional corporation had been carrying on the business of providing professional services that could lawfully be performed by members of that profession at the time the conduct occurred,
(a) any power of inspection, investigation or inquiry that may be exercised with respect to the member or the member’s records may be exercised with respect to the corporation or its records;
(b) the shareholders, directors, officers and employees of the corporation are compellable to give evidence in any proceeding under the governing Act; and
(c) the corporation and the owners of its voting shares are jointly and severally liable for all fines and costs that the member is ordered to pay.
Certificate of status
14.A certificate purporting to be issued by the governing body setting out one or more of the facts described in paragraphs (a) and (b) constitutes proof, in the absence of evidence to the contrary, that on a specified day or during a specified period, a corporation named in the certificate
(a) was or was not registered as a professional corporation; or
(b) was or was not the holder of a valid permit.
Offence
15.Every person that contravenes subsection 4(1) or section 5 is guilty of an offence and liable on summary conviction to fine not exceeding $10,000.
Bylaws, Rules and Regulations
Bylaws or rules
16.(1) The governing body may make bylaws or rules
(a) respecting requirements, qualifications and procedures for the registration of professional corporations and the issuance and renewal of permits;
(b) respecting terms and conditions that may be attached to permits;
(c) setting permit fees payable to the governing body and providing for related matters, including deadlines for payment and penalties for late payment;
(d) fixing the date in each year upon which permits expire unless they are renewed;
(e) regulating, controlling and prohibiting the use of names by which professional corporations and partnerships involving such corporations may be known;
(f) respecting the disposition of shares in a professional corporation belonging to a shareholder who ceases to be a member of a designated profession or whose licence to practise as a member of that profession is suspended or revoked;
(g) respecting insurance that professional corporations must carry or must provide for each of their employees for the purpose of providing indemnity against professional liability claims;
(h) respecting the restriction or prohibition of activities that contravene standards applicable to the practice of members of the designated profession;
(i) governing advertising by professional corporations;
(j) respecting the corporate register;
(k) respecting records that are to be kept by professional corporations and governing access to those records by the governing body or any officer or committee of the governing body;
(l) respecting the delegation of functions of the governing body under this Act to another entity or person; and
(m) governing any other matters respecting professional corporations that the governing body considers necessary for carrying out the purposes of this Act.
(2) Bylaws and rules made under subsection (1)
(a) are not statutory instruments for purposes of the Statutory Instruments Act; and
(b) must be kept at the head office of the governing body and must be available for inspection by any person, without fee, during regular office hours.
Regulations
17.(1) The Commissioner, on the recommendation of the Minister, may make regulations
(a) defining, enlarging or restricting the meaning of any word or expression used but not defined in this Act;
(b) designating professions and governing bodies for the purposes of this Act;
(c) respecting the application of this Act to a designated profession; and
(d) respecting any other matter or thing that the Commissioner considers necessary for carrying out the purposes of this Act.
(2) Regulations under subsection (1) may make different provisions in respect of different designated professions.
TRANSITIONAL,
CONSEQUENTIAL AMENDMENTS
Dental Profession Act
Dental Profession Act
18.On the coming into force of regulations under paragraph 17(1)(b) designating dentistry as a profession for purposes of this Act,
(a) any corporation registered in Part One of the Dental Register or Part One of the Temporary Register under sections 25 and 26 of the Dental Profession Act, is deemed to be a professional corporation that is registered under this Act and in receipt of a permit issued under this Act;
(b) the Dental Profession Act is amended by
(i) repealing the definition "professional corporation" in section 1 and adding the following in alphabetical order:
"professional corporation" means a corporation that is
(a) registered in respect of the designated profession of dentistry under the Professional Corporations Act, and
(b) in receipt of a permit issued under that Act; (société professionnelle)
"registrant" means a licensee or a professional corporation; (personne inscrite)
(ii) repealing section 4 and substituting the following:
No application to professional registration of a professional corporations
4.Sections 5 to 8 and 16 to 24.1 do not apply to the corporation.
repealing sections 25 to 30 and the heading preceding section 25, and striking out "licensee or professional corporation" or "licensee or a professional corporation" wherever any such reference appears in the following provisions and substituting "registrant":
(A) subsection 36(1),
(B) subsections 37(1) and (3),
(C) paragraphs 38(1)(a) and (b),
(D) subsection 43(1),
(E) section 46,
(F) subsection 47(1),
(G) subsection 48(1),
(H) subsection 52(1),
(I) subsection 53(1),
(J) section 54,
(K) subsection 55(2),
(L) section 59,
(M) subsection 61(1),
(N) sections 62 and 63,
(O) subsections 64(1) and (2),
(P) sections 87 and 88,
(Q) subsection 89(1).
Printer, Northwest Territories
Yellowknife, N.W.T./2009©