How do I sell a walk-in clinic in Ontario?

Selling a walk-in clinic in Ontario involves more than agreeing a price. The physicians who run the clinic answer to the College of Physicians and Surgeons of Ontario (CPSO), and the patient records are personal health information governed by the Personal Health Information Protection Act, 2004 (PHIPA). This page covers Ontario only and looks at the exit steps a selling physician faces: telling patients, moving the records, and telling the College. The CPSO policy says it applies to all physicians who are closing a medical practice, including those who work in group practices or institutional settings, but it does not name walk-in clinics as such, so confirm with the College how it applies to your clinic’s structure. For the wider picture of selling a healthcare practice here, see selling a healthcare practice in Ontario.

What the CPSO requires when a practice closes or changes hands

The CPSO’s Closing a Medical Practice policy says physicians must notify patients whose care is being actively managed of a practice closure, and must give patients at least 90 days’ notice of a planned closure. Where a successor will be in place to take over the practice, the policy says the notice period may be shortened, but the physician must use professional judgment to choose a timeframe that does not unduly impair patients’ ability to find a provider other than the planned successor. The policy also says the physician must notify the patient directly, in writing (by letter-mail or secure email), by telephone, or in person at a scheduled appointment. A buyer’s closing date therefore needs to leave room for that notice.

Telling patients about the records

The CPSO says a physician with custody of the medical record has additional notification obligations and must notify all patients if they intend to transfer custody of the record. Its policy lists what physicians must include when notifying patients of the closure, including whether a successor is taking over part or all of the practice and what options patients have if no successor is available or they do not choose to continue with the planned successor. If several physicians work in the clinic, confirm early in writing who holds custody of the records, because the duty to notify all patients of a transfer of custody attaches to the physician with custody.

PHIPA and sharing records with a buyer

PHIPA s. 42(1) lets a health information custodian disclose personal health information to a potential successor so that the successor can assess and evaluate the custodian’s operations, if the potential successor first enters into an agreement with the custodian to keep the information confidential and secure and not to retain any of it longer than is necessary for the assessment or evaluation. Section 42(2) lets a custodian transfer records to its successor if it makes reasonable efforts to give the individual notice before the transfer or, if that is not reasonably possible, as soon as possible after it. Do not open patient files to a prospective buyer during due diligence until that agreement is signed, and read the section itself for its full wording.

Records you keep and the notices after closing

The CPSO policy says records must be retained for 10 years from the date of the last entry or, for children, 10 years after the patient reached or would have reached 18, subject to an exception in the policy. If the clinic closes rather than transfers its records, the policy says a physician who has closed a practice, other than because of a change in practice location, must notify the College of the arrangements made for storing the records. If the clinic is owned through a medical corporation, the CPSO says the corporation must notify it of any change in shareholders who are also members of the College, within 15 days of the change. The Information and Privacy Commissioner of Ontario also notes that a custodian’s obligations do not end until a legally authorized successor has custody and control of the records.

Questions to settle before you sign

• Which physician holds custody of the records, and does the sale agreement say clearly who takes custody and from what date?
• How will patients be notified, by whom and by what date, and does the closing date leave the CPSO’s notice period or a shortened period you have justified?
• Does the agreement give you access to the records if you later need them to answer a complaint or claim? Ask a health lawyer how to word that.
• If the clinic is held through a medical corporation, who files the shareholder-change notice with the CPSO and by when?
• Ontario’s Ministry of Health says health care professionals practising in Ontario must have an OHIP billing number to submit claims, so ask what each incoming physician needs in place for that.