How to buy a physiotherapy clinic in Manitoba: licences, ownership rules and what transfers

Buying a physiotherapy clinic in Manitoba means working out two things: who is allowed to treat patients, and what kind of company is allowed to carry on the practice. The College of Physiotherapists of Manitoba regulates the profession under The Physiotherapists Act (C.C.S.M. c. P65). A second statute, The Regulated Health Professions Act (C.C.S.M. c. R117), sets permit rules for health profession corporations, and the College’s home page carries a section titled “Transitioning under the Regulated Health Professions Act (RHPA)”. None of this describes another province’s rules. For the national picture, see buying a physiotherapy clinic in Canada.

Who regulates physiotherapy in Manitoba

Under section 4(1) of The Physiotherapists Act, the Association of Physiotherapists of Manitoba is continued as a body corporate under the name College of Physiotherapists of Manitoba. Section 3 protects the title: no person except a physiotherapist may represent or hold out, expressly or by implication, that they are one, use any sign, display, title or advertisement implying it, or use the title “physiotherapist” or “physical therapist”, a variation or abbreviation of that title, or an equivalent in another language. The College itself states that a person must be registered with it to practise physical therapy and use the title in Manitoba. A buyer’s plans for the clinic’s name, signage and advertising should be checked against that rule.

The employer’s duty under the Act

Section 65(1) of The Physiotherapists Act says that every person who employs a person as a physiotherapist must ensure that the physiotherapist is registered under the Act during the period of employment. The duty falls on whoever employs the physiotherapists after the sale, so ask a lawyer whether that will be you or the clinic company you buy. Before closing, ask for each physiotherapist’s registration status, and ask the College how it confirms registration. Section 65(2) adds a second duty: an employer who ends a physiotherapist’s employment for misconduct, incompetence or incapacity must promptly report the termination to the College’s council and give the physiotherapist a copy of the report. Ask the seller whether any such termination has happened and whether a report was made.

Which statute governs the clinic’s company

The text of The Physiotherapists Act does not mention corporations or shareholders in the sense a buyer needs. Rules on health profession corporations are in The Regulated Health Professions Act. That Act defines a health profession corporation as a corporation holding a valid permit issued under section 60(1), and section 61 says that, except as the regulations permit, no corporation other than a health profession corporation may carry on the practice of a regulated health profession. The Physiotherapists Act is listed in Schedule 2 of the Regulated Health Professions Act, and section 261 repeals the Acts in that schedule on a day fixed by proclamation. The Manitoba consolidation of The Physiotherapists Act records that repeal as not yet proclaimed. Ask the College which regime applies to the clinic today.

Ownership and permit conditions for a health profession corporation

Section 60(1) of the Regulated Health Professions Act says that, subject to section 60(5), a registrar must issue or renew a permit if satisfied of a list of conditions. The corporation must be incorporated, amalgamated or continued under The Corporations Act and be in good standing under it. Its name must include terms describing the profession followed by the word “corporation”, approved by the registrar under the regulations. Each voting share must be legally and beneficially owned by a regulated member of the college, or by a health profession corporation set up to carry on the same profession. Each other share must be legally and beneficially owned by a voting shareholder, by a spouse, common-law partner or child of one (within the meaning of the Income Tax Act (Canada)), or by a corporation all of whose shares are owned by such persons. Each director, the president and each person through whom the corporation practises must be a regulated member, and the application, fee and any other requirements set by regulation must be met. Section 60(2) lets the registrar attach conditions to a permit, and section 60(5) sets out when the registrar must or may refuse one. Ask a lawyer whether your proposed ownership structure meets that section.

What a corporation may do, and what to confirm before closing

Section 59(2) says a health profession corporation may practise only through regulated members who are authorized to practise the same profession in Manitoba. Section 62(2) says it must not carry on any business or activity other than the practice and the health care directly associated with it, and section 62(3) says this does not prohibit it from investing its funds in real property (other than for development purposes) or in stocks, mutual funds, debt obligations, insurance, term deposits or similar investments. Section 30 says a corporation must not be registered as a member of the college. If the clinic company changes hands, the Manitoba Companies Office directs owners to its forms and fees page to update a Manitoba corporation. Ask the seller to confirm whether the clinic company holds a permit, and what the College requires before a change in shareholders or directors takes effect. On the federal side, the Canada Revenue Agency publishes a page on selling a business or part of one, which the seller’s accountant can walk you through. Browse healthcare businesses for sale once you know the structure you want.

• The College’s confirmation of each treating physiotherapist’s registration, and the date it was checked.
• The clinic company’s permit under The Regulated Health Professions Act, if it holds one, with its conditions and renewal date.
• The share register and the list of directors and officers, to test against the section 60(1) conditions.
• Any report an employer made to the College’s council under section 65(2) about a terminated physiotherapist.
• The corporation’s filings with the Manitoba Companies Office.