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

A buyer looking at a physiotherapy clinic in New Brunswick meets a rule written into the physiotherapy statute itself: the statute sets ownership conditions for a corporation that practises. The College of Physiotherapists of New Brunswick regulates the profession under An Act Respecting the College of Physiotherapists of New Brunswick, S.N.B. 2010, c. 7. Section 19 of that Act lets the College register a professional corporation, and it ties the registration to who owns the voting shares and who sits on the board. This guide reads those provisions in the Act as the College posts it, then turns them into questions for a seller. For the national background, see buying a physiotherapy clinic in Canada.

Who may practise, and who may employ

Section 18(1) says that no person shall practise physiotherapy in New Brunswick unless registered to practise under the Act and its regulations. Section 18(2) adds that no employer shall knowingly cause or permit any person to practise physiotherapy in the province unless that person is a member of the College. For a buyer who will employ physiotherapists, the second rule is the one that matters on day one. Before closing, ask for a list of every clinician who treats patients and confirm each one’s membership with the College. Section 18(3) says a corporation may be permitted to practise physiotherapy as provided under section 19, which is where the ownership conditions sit.

The Corporations Register and its conditions

The Registrar keeps a register called the Corporations Register. Under section 19(3), the Council may direct the Registrar to enter a corporation in it if the corporation meets a list of conditions. Among them: an application in the prescribed form, the prescribed fees, good standing under the Business Corporations Act, articles that do not prevent it from rendering the same services to the public as an individual member, and a name that contains “Professional Corporation”, “Prof. Corp.” or “P.C.” or appropriately depicts the practice of physiotherapy. The Act says the Council “may” direct entry, so registration is not automatic. A seller should be able to show you the registration itself.

Voting shares, directors and who carries on the practice

Section 19(3)(f) requires the corporation to satisfy the Registrar that the legal and beneficial ownership of a stated share of its issued voting shares, and all rights incidental to that ownership, are vested exclusively in one or more College members, and that all of its directors are at all times members. The percentage is in the Act, and a buyer should read it there. Section 19(3)(g) adds that the persons who carry on the practice of physiotherapy on the corporation’s behalf must be College members. Read together, these conditions decide who can hold the shares after a sale. A buyer who is not a College member should ask the College, before signing, whether the structure can qualify.

Renewal, revocation and the 90-day clock

Under section 19(5), a registration expires on December 31 of the year for which it was issued. If any section 19(3) condition no longer exists, section 19(6) lets the Registrar revoke the registration or withhold its renewal. Section 19(7), subject to section 19(8), requires the Registrar to revoke it if the corporation does not fulfil the conditions within 90 days after receiving a request from the Registrar to do so. Section 19(8) lets the Registrar extend that time if an application with reasons is filed before the 90 days end. If a share sale breaks a section 19(3) condition, section 19(6) already lets the Registrar revoke, and the 90 days in section 19(7) run from the Registrar’s request. Note the December 31 expiry date in the closing calendar.

Share purchase or asset purchase

A purchase of shares leaves the registered corporation in place, but the conditions in section 19(3) must still be met after the transfer. Section 19 contains no provision that carries a registration across to a different company, so if the assets go into a new corporation, ask the College whether that corporation must apply for its own entry. Section 19(9) says a registered corporation may practise in its own name, subject to any conditions in its registration, so ask for those conditions. The College publishes separate private practice forms for an individual practising privately and for a professional corporation. The buyer’s structure decides which one applies.

Documents and answers to request

• The clinic corporation’s current entry in the Corporations Register and any conditions attached to it.
• Its articles, to confirm they do not prevent the corporation from rendering the same services as an individual member.
• The share register and director list, checked against the section 19(3)(f) ownership wording.
• Proof of good standing under the New Brunswick Business Corporations Act.
• The College’s written answer on how the registration is treated if the buyer’s structure differs from the seller’s.

Section 19(11) and (12) say that a member’s relationship to a professional corporation does not diminish the Act’s application to that member, and that liability for professional services is not affected by the fact that the practice is carried on as an employee of, or on behalf of, a professional corporation. See healthcare businesses for sale for current listings.