Professional Corporation Overview

The basic principles pertaining to professional incorporation are:

Physical therapists have the option of incorporating their practice as a Professional Corporation.
The College encourages members to obtain legal and financial advice about incorporation before deciding to incorporate.
The College cannot give legal or business advice to members.
The advantages and disadvantages of practicing through a Professional Corporation will vary depending on each member's circumstances. Members who wish to incorporate as a Professional Corporation must comply with The Professional Corporations Act and The SCPT Professional Corporation Bylaws.
A Professional Corporation is incorporated under the Business Corporation Act where it has a permit from SCPT to do so.
All permits expire on December 31 of each year and must be renewed annually between November 15 and December 15.
A Professional Corporation that holds a valid permit may carry on the business of providing physical therapy services in its Corporate name. The physical therapy services may only be provided by SCPT members.
The Corporate name must indicate that the Corporation is engaged in the practice of physical therapy and the words “Professional Corporation” or the abbreviation “Prof. Corp.” or “P.C.” must be included in the Corporation’s name.
All directors of the Professional Corporation must be members of the SCPT.
Voting shareholders of the Professional Corporation must be members of the SCPT. Non–voting shareholders may be spouses, children, or parents of SCPT members or a Corporation or trust that meets the requirements of the Act.
Physical Therapists carrying on the business of the Corporation have the same legal and ethical responsibilities to their clients, remain liable for negligence, and accountable to the SCPT whether they practice in their personal capacity or through a corporation.
All Physical Therapists who practice through the Corporation must have insurance that meets the requirements of the College’s regulatory bylaws.

Legislation

Considerations

The SCPT office does not provide advice to members as to whether they should incorporate. This decision rests with the member, in consultation with the member’s accountant and legal counsel.

The following are factors that may influence a Physical Therapist’s decision to incorporate:

COST – there will be additional costs.

The Physical Therapist must pay the College’s annual PT renewal registration fee.
The Professional Corporation must pay the College’s initial fee for registering the Professional Corporation, and the annual fee for a permit for renewal.
There will be legal costs associated with forming the Corporation and preparing agreements relating to the incorporation.
There will be accounting expenses associated with the formation of the Corporation, preparing financial statements and tax returns for the Corporation and individual Physical Therapists.

The College encourages you to obtain estimates from your lawyers and accountants before deciding whether to incorporate.

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ANNUAL RENEWAL REQUIREMENTS – All renewal documents must be filed on a timely basis to avoid an invalid permit.

All permits expire on December 31 of each year. If the necessary documents, and all information necessary to support the renewal applications, are not filed between November 15 & December 15, there will be a cost for re-registration of the Professional Corporation. If the Professional Corporation is not validly registered at the time Physical Therapy services are provided, the ability to collect fees from 3rd party payers may be affected, depending on their policies.

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POTENTIAL LIABILITY – If the Professional Corporation has more than one member as a shareholder, the members should be aware of the potential liability of each Physical Therapist if one is disciplined.

Section 17 of The Professional Corporations Act allows the College to investigate with respect to the Corporation where a member of the Corporation is the subject of a complaint. Shareholders, Directors, Officers and Employees are compellable to give evidence in a discipline proceeding and the Corporation and its shareholders are jointly and severally liable for all fines and costs that a member is ordered to pay. This means fines against one member of the Corporation can be collected from the Corporation or any of its members.

All Physical Therapists are encouraged to familiarize themselves with the Act and the Bylaws as they consider incorporation.

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POTENTIAL BENEFITS – Incorporating may have potential benefits to you and your shareholders.

These may include tax benefits, retirement savings advantages and ease of ownership transfer. Professional Incorporation also has the potential to bolster credibility within the profession.

The College encourages you to consult with your lawyer and accountant to obtain specific details regarding considerations for Professional Incorporation.

Permit on Initial Incorporation

Apply to the SCPT for approval of Corporation Name
- Submit the form for a Corporation Name Approval.
- Notification will be sent confirming that name is approved by the SCPT.
- The Applicant will choose a username and password specific to the Corporation.
Apply to the Corporations Branch of Saskatchewan (ISC) for name approval and receive documentation of Business Incorporation.
Once the name has been approved by the SCPT and ISC, and the ISC Registry Application has been completed, login to SCPT with your Corporate username and password
- Complete Part 2 of the Application.
- Upload documentation from ISC - the proposed Articles of Incorporation & Attached Schedules, Articles of Amendment (if filed), and Copy of Annual Return (if corporation in existence >1 year).
- Download the SCPT Certification Form, to be signed by each Physical Therapist that is listed as a voting shareholder. Upload when complete.
- Submit Registration Fee of $250 CAD
The Registrar will review the application for compliance with the Act and Bylaws and will provide a permit if compliance is established

Annual Permit Renewal

Professional Corporation permits must be renewed annually, between November 15 and December 15. Professional Corporation permits lapse as of December 31 of each year.

A renewal notification is sent out in early November to all Professional Corporations on the SCPT Corporate Registry.

Please login to your Professional Corporation profile to complete your renewal. This is a different login than your regular member login. If you have questions, or require your username or password, please contact us. To apply for renewal of a permit, select the renew permit option and upload the following to your profile:

SCPT Certification Form, signed by all physical therapists who are voting shareholders of the corporation.
A copy of the Current Annual Return Report or Profile Report from the Corporations Registry (ISC) for the Professional Corporation; and
Renewal fee of $150 CAD.

Approval to Changes to Professional Corporations

The SCPT Professional Corporations Bylaws 4(1) requires a Professional Corporation to notify the registrar of any proposed change of name, or any proposed changes to its corporate structure, ownership or directors. Login under your Professional Corporation profile and select Professional Corporation Changes to update your corporation information. This is different than your usual member login, please contact us if you have any questions.

Failure to Renew on Time

If the necessary correct and complete renewal and fees do not reach the SCPT on or before December 15, the following will happen:

The permit of the Corporation will expire, effective December 31.
The Professional Corporation’s ability to bill may be affected. This may affect the ability to bill 3rd party payers, depending on their policies. This may have significant financial and tax consequences for the Physical Therapists involved.
The Initial Incorporation fee of $250 would be required to register the Professional Corporation with the SCPT. Contact the SCPT for further guidance if your registration has lapsed.