How do I sell a veterinary clinic in Ontario?

If you plan to sell a veterinary clinic in Ontario, the registry that matters most is the College of Veterinarians of Ontario’s accreditation of the facility. The Veterinarians Act says no one may establish or operate a veterinary facility except under and in accordance with a certificate of accreditation. A certificate is issued on the application of a member of the College, and the clinic needs a named facility director at all times. A sale that ignores those points can leave the clinic unable to operate on the day it changes hands. This guide covers what the Act and the regulation say about the certificate, the facility director and the notices a sale can trigger.

The certificate is tied to a member’s application

Under section 17 of the Veterinarians Act, subject to its refusal and referral rules, the Registrar issues or renews a certificate of accreditation on the application of a member of the College, if the applicant and the facility meet the qualifications, requirements and standards set by the regulations and by Council. The Registrar must refuse where they do not. The Act sections and regulation checked for this guide do not say that an existing certificate moves to a new owner. Ask the College whether your buyer files a new application or whether another route applies, and get that answer in writing before you set a closing date. The Act also lets the Accreditation Committee exempt an applicant or facility from a qualification, requirement or standard, and, on an application the Registrar refers to it (which the Registrar must do if the applicant asks), direct the Registrar to issue the certificate, to refuse it, or to issue it subject to conditions and limitations. If a referral is possible, allow time for it.

The facility director must always be in place

Regulation 1093 says that to obtain, maintain or renew a certificate for a facility other than a temporary one, the owners or the partners in the practice shall designate a facility director. The College’s policy adds that this person may be an owner or partner, or a licensed veterinarian they designate, and must be engaged in the practice conducted in or from the facility. If you are the facility director and you are leaving, the buyer needs a replacement ready. The regulation requires the certificate holder to notify the College immediately in writing of any change in the identity of the facility director.

Corporate sales and shareholder notices

If the clinic is owned through a professional corporation, note that the Veterinarians Act says a professional corporation shall notify the Registrar, within the time and in the form and manner determined under the by-laws, of a change in its shareholders. Check the current by-laws for the timing rather than relying on memory. Because the Business Corporations Act applies to a professional corporation except as that Act otherwise provides, ordinary corporate steps such as share transfers still follow it. Ask your lawyer to confirm how both sets of rules fit the structure your buyer proposes.

Other changes that need notice to the College

The regulation also lists events the holder of a certificate must report immediately and in writing, including a change to the facility’s name, a change in the species treated, and a change in the scope of veterinary services offered. A buyer who intends to rebrand, change species or add services should plan those notices into the transition. If the buyer’s plans differ from how you run the clinic now, find out which of them reach the College before closing, not after.

What the buyer will want to see on the certificate and the standards

The regulation says the certificate issued by the Registrar must include the facility name, its location and any terms, conditions or limitations. Have yours ready for the buyer, and know what its terms say. The College’s policy adds that the facility director signs an undertaking that is submitted to the College, accepting the oversight obligations, and that a facility is expected to meet the relevant accreditation standards for the whole term of its certificate. Separately, the regulation says that despite the designation of a facility director, each member practising in or from the facility remains responsible for meeting the Act, the regulations and the standards. Make sure your associates know this before the sale. If any of them plans to leave around the sale, tell the buyer early, so that both sides can plan who practises there.

Questions to settle with the College and your buyer

• Which member of the College will apply for the certificate after the sale, and has the College confirmed what the application needs?
• Who will be the facility director on the closing date, and has the owners’ written attestation been prepared if that person is not an owner or partner?
• Does the transaction change the shareholders of a professional corporation, and what do the by-laws require by way of notice?
• Will the new owner change the name, species or services, and which of those changes must be notified?
• What does the purchase agreement say if the College takes longer than expected to act?