NLR 75/04 - Professional Dental Corporations Regulations under the Dental Act

NEWFOUNDLAND AND LABRADOR REGULATION 75/04 Professional Dental Corporations Regulations under the Dental Act (Filed July 19, 2004 ) Under the authority of section 20 of the Dental Act , the Newfoundland Dental Board, with the approval of the Minister of Health and Community Services, makes the following regulations. Dated at St. John's , July 13, 2004 . Dr. Ramon V. Winsor Newfoundland Dental Board Elizabeth Marshall , C.A. Minister of Health and Community Services REGULATIONS Analysis 1. Short title 2. Definitions 3. Registration 4. Corporate name 5. Extra-provincial corporations 6. Annual licence 7. Expiry or revocation of licence 8. Fees 9. Liability for fees 10. Remission of fees 11. Notice of change 12. Change of name 13. Certification of documents 14. Corporate records 15. Corporate register 16. Notice Short title 1. These regulations may be cited as the Professional Dental Corporations Regulations . 75/04 s1 Back to Top Definitions 2. In these regulations, (a) "board" means the Newfoundland Dental Board; (b) "corporate licence" means a licence issued under section 25.4 of the Act permitting a corporation to provide the services of a dentist or dental surgeon; and (c) "corporate register" means the register referred to in section 25.3 of the Act; 75/04 s2 Back to Top Registration 3. (1) An application for registration of a professional dental corporation shall be made to the registrar in the form set by the board. (2) An applicant, in addition to the requirements in section 25.3 of the Act, shall (a) provide to the registrar a certified copy of the articles of incorporation of the corporation to be registered; (b) provide evidence satisfactory to the registrar that the corporation meets the requirements of the Act and these regulations about corporate names; and (c) pay the registration fee set by the board. 75/04 s3 Back to Top Corporate name 4. (1) The name of a professional dental corporation shall contain (a) the surnames, or the surnames and a combination of the given names or initials and professional designations, of one or more practitioners who hold voting shares in the corporation or who are practising dentistry or dental surgery as an employee of or on behalf of the corporation; and (b) the words "Dental Clinic" or words with a similar meaning together with the names referenced in paragraph (a) or together with words establishing a geographic location or area of practice; or (c) other words that indicate in a manner acceptable to the registrar that the corporation is engaged in the practice of dentistry or dental surgery. (2) Where the name of a specialist appears in the name of a corporation, the corporate name may also include the speciality or specialities as described in section 5 of the Dental Regulations . (3) The name of a corporation shall meet the requirements of the Corporations Act and shall not violate another Act. (4) The name of a corporation shall not include information other than that permitted or required in subsections (1) to (3). (5) The registrar may refuse an application for registration or to amend a corporation's entry in the register where, in the opinion of the registrar, (a) the name is inaccurate or may be misleading; (b) the name expresses or implies superiority of qualifications, experience or education over that of other practitioners; or (c) the name would tend to bring the dental profession into disrepute or otherwise is objectionable in light of professional standards of practice and ethics. 75/04 s4 Back to Top Extra-provincial corporations 5. A professional dental corporation registered and licensed in another jurisdiction may be registered in the corporate register where the corporation establishes that (a) the corporation is registered as an extra-provincial corporation under the Corporations Act ; (b) the corporation is in good standing under the Corporations Act ; and (c) the corporation has complied with all other requirements for registration set out in an agreement entered into between the board and a dental board, association or other body having responsibility for the registration and licensing of professional dental corporations in the other jurisdiction as provided for in subsection 25.3(4) of the Act. 75/04 s5 Back to Top Annual licence 6. (1) An application by a corporation, that has been registered in the corporate register, for a licence or renewal of a licence to provide the services of a dentist or dental surgeon in the province shall be made to the registrar in the form set by the board. (2) A corporate licence shall be granted or renewed by the registrar provided that the professional dental corporation (a) is in good standing with the board; (b) satisfies the registrar that the corporation continues to meet the conditions for registration and licensing in the Act and these regulations; and (c) pays the fees set by the board. 75/04 s6 Back to Top Expiry or revocation of licence 7. (1) Where a corporate licence expires without renewal or is revoked under section 25.5 of the Act, the registrar shall promptly (a) enter on the corporate registry a memorandum with respect to the expiry or revocation of the licence; and (b) notify the professional dental corporation, all licensed practitioners practising dentistry or dental surgery as employees of or on behalf of the corporation, and other parties that the registrar considers appropriate, that the licence of the corporation has expired or has been revoked. (2) Upon expiry of a corporate licence without renewal, or the revocation of a licence under section 25.5 of the Act, the registrar shall determine whether the corporation is entitled to apply for a new licence and may set conditions under which the licence shall be issued. (3) A new licence shall not be issued unless an application for a corporate licence is made in accordance with the Act and these regulations and the registrar is satisfied that the corporation has complied with all the conditions applicable to the licence. 75/04 s7 Back to Top Fees 8. (1) The fee for registration of a professional dental corporation shall be paid immediately on or before entry of the corporation in the corporate register. (2) The fees for issuance and renewal of a corporate licence shall be paid immediately on or before the issuance or renewal of the licence. (3) Licensing fees may be prorated to a monthly base, but not less than one month, and a part of a month shall be considered to be a full month for this purpose. 75/04 s8 Back to Top Liability for fees 9. (1) A professional dental corporation is jointly liable for the payment of the annual licensing fee in respect of each practitioner holding voting shares in the corporation and each practitioner practising dentistry or dental surgery as an employee of or on behalf of the corporation. (2) A practitioner is not liable to pay an annual licensing fee for a year for which the corporation has paid his or her annual licensing fee. (3) Where a practitioner paid an annual licensing fee before acquiring voting shares in a professional dental corporation, or before practising dentistry or dental surgery as an employee of or on behalf of the corporation, the corporation is not liable to pay the practitioner's annual licensing fee for the year for which he or she has paid the fee. 75/04 s9 Back to Top Remission of fees 10. (1) The board may consider a remission of fees set under these regulations when a corporation stops providing the services of a dentist or dental surgeon if it is not due to revocation of the corporation's licence under section 25.5 of the Act. (2) Remission shall be on a monthly basis, and where services have been provided for part of a month no fees for that month shall be remitted. 75/04 s10 Back to Top Notice of change 11. (1) A professional dental corporation shall advise the registrar of a change in the information provided in or with an application for registration or a corporate licence or an application for renewal of a licence, in the form of notice of change approved by the registrar, within 15 days of the change, and shall pay the fee set by the board. (2) Where the change includes a change in the name of a corporation registered under the Act, the corporation shall also file with the registrar a certified copy of the amended articles changing the corporate name. (3) A corporation ceases to be eligible for registration on the corporate register and its corporate licence may be revoked under section 25.5 of the Act if the corporation fails to provide the registrar with the notice of change described in subsection (1) within the required time. 75/04 s11 Back to Top Change of name 12. (1) Where the name of a corporation has been changed and the conditions set out in section 11 have been met, the registrar shall register the new corporate name in the corporate register, where the corporation satisfies the registrar that all the requirements set out under section 4 have been met. (2) Where a corporate name has been changed and the new name registered in the corporate registry, the registrar, on application by the corporation, shall issue a new corporate licence in the new corporate name provided that the corporation continues to meet the requirements for licensing in the Act and the regulations. (3) A corporation shall provide the services of a dentist or dental surgeon under the name of the corporation as it appears on the corporate register. 75/04 s12 Back to Top Certification of documents 13. All applications, notices and other documents submitted to the registrar on behalf of a professional dental corporation shall be certified by all of the practitioners who are directors or shareholders of the corporation. 75/04 s13 Back to Top Corporate records 14. A professional dental corporation shall (a) maintain current financial records in accordance with generally accepted accounting principles; (b) prepare a financial statement at the end of each fiscal year; (c) maintain current patient records; (d) maintain, in accordance with generally accepted business standards, records with respect to its employees; and (e) maintain other records required under the Corporations Act . 75/04 s14 Back to Top Corporate register 15. (1) The registrar shall maintain the corporate register required under section 25.3 of the Act which shall contain the following: (a) registration number; (b) incorporation number; (c) date of (i) incorporation, (ii) registration and re-registration, (iii) issuance of the original corporate licence and each renewal thereof, and (iv) re-issuance of a corporate licence; (d) registered address of incorporation; (e) date and reason for a corporation's removal from the register; (f) date and reason for a cancellation or suspension of a corporate licence; (g) list of dental offices of the corporation; (h) list of directors of the corporation and information concerning the directors including: (i) name and residential address, (ii) registration number from the register, and (iii) date of registration on the register; (i) list of all persons holding voting shares in the corporation and information with respect to each voting shareholder including: (i) name and residential address, (ii) the number and class of voting shares held by each person, (iii) the terms, conditions and restrictions applicable to the voting shares, and (iv) the shareholder's registration number from the register and date of registration on the register; (j) a list of all persons holding non-voting shares in the corporation and information with respect to each non-voting shareholder including: (i) name and residential address, (ii) the number and class of non-voting shares held by each person, and (iii) the terms, conditions and restrictions applicable to the non-voting shares; (k) information concerning the persons who will be practising dentistry or dental surgery as employees of or on behalf of the corporation including: (i) name and residential address, (ii) registration number from the register, and (iii) date of registration on the register; and (l) other particulars as may be directed by the board or as the registrar considers appropriate. (2) All corporations registered under s.25.3 of the Act shall be assigned a registration number of a composition and sequence to be determined by the board. 75/04 s15 Back to Top Notice 16. (1) A notice required to be given to a professional dental corporation, or to a director, shareholder or employee of a corporation, under the Act or these regulations shall be given by personal service or by prepaid registered mail to the last address filed with the registrar with an application for registration or a notice of change. (2) Where notice of any act or thing is required to be given to the registrar or to the board under the Act or these regulations, it shall be by writing by prepaid registered mail posted in Canada addressed to the registrar at the board's office address. 75/04 s16