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

Buying a physiotherapy clinic in Quebec means dealing with a professional order, not only with a seller. Quebec physiotherapists are members of the Ordre professionnel de la physiothérapie du Québec, and the Order works under the province’s Professional Code (CQLR c. C-26). The Code and the regulations made under it set the permit categories, the rules on practising through a company, and what happens to client records when a member stops practising. Nothing here describes the rules of any other province. This guide sets out what Quebec’s own texts say, and what to ask the seller and the Order before you sign. For the national picture, start with buying a physiotherapy clinic in Canada.

Who regulates physiotherapy in Quebec

The regulator is the Ordre professionnel de la physiothérapie du Québec. The Professional Code lists the regulations that apply to it, and one of them is titled the Regulation respecting the categories of permits issued by the Ordre professionnel de la physiothérapie du Québec. A second sets the terms and conditions for issuing permits. Read both before you rely on any assumption about who may treat patients in the clinic you are buying. Section 36 of the Code bars any person from using the title “Physiotherapist” or “Physical Therapist”, or any title that may lead to the belief that they are a physiotherapist, unless they hold a valid permit for that purpose and are entered on the roll of the Order. A clinician’s status is therefore a question about that clinician’s permit and entry on the Order’s roll.

Practising in a company or partnership

Section 187.11 of the Professional Code says that, subject to the provisions of an Act, members of an order may carry on their professional activities within an organization constituted mainly for that purpose, regardless of its juridical form, if the conditions in that section are met. One condition is that, when the organization is a legal person or a limited liability partnership, the members maintain security to cover the professional liability the organization may incur. Section 187.17 says that a member practising within a joint-stock company is not personally liable for obligations of the company or of any other professional arising from fault on the part of the other professional or that professional’s servant or mandatary in the course of their professional activities within the company. Section 187.11 also requires members to comply with any regulation of the order’s board of directors setting terms, conditions and restrictions for practising within an organization, and the Code’s list of regulations includes a Regulation respecting the practice of physiotherapy within a partnership or a joint-stock company. This guide does not summarise that regulation. Ask the seller’s lawyer or notary to confirm how the clinic is organised, and read that regulation against the corporate documents.

What happens to records when a member stops practising

The Order’s current regulation on records, places of practice, equipment and cessation of practice is C-26, r. 200.2; LégisQuébec marks the earlier regulation, C-26, r. 207, as replaced by it. Section 21 says its cessation section applies to the records held by a member who stops practising or whose right to practise is limited. It does not apply to a member who stops practising while employed by a natural or legal person or by a partnership. So the first question for a seller is whether they practise as an owner or as an employee, because the answer decides whether that section applies to their clients’ files. Section 19 of the same regulation requires a member to ensure that any medical device they use is licensed by the Minister of Health under the federal Medical Devices Regulations, and that devices and equipment are properly maintained by a competent person; section 20 requires a register recording each device or item of equipment, its checks and any corrective measures.

Notice, assignment and the Order’s secretary

Under section 22 of that regulation, any agreement assigning (cession) a member’s records must be in writing and state the assignee’s name, address, email address and telephone number, the reason for the assignment and its effective date; it may be free or for payment, and only a member may act as assignee of another member’s records. Under section 23, a member who stops practising definitively, or accepts a function that definitively prevents them from practising, must notify the Order’s secretary in writing within the 30 days before the planned date of cessation and send a copy of the assignment agreement. If the member could not agree on an assignment, they keep custody of their records unless the board of directors considers an assignment necessary to protect the public, in which case the board designates an assignee. Under section 26, the assignee or the member must notify each client with an active record within the 30 days after taking possession of the records or the 30 days before cessation, as the case may be; for inactive records, a notice published to the population of the territory where the member practised is enough. Under sections 27 and 28, the assignee or the member who keeps the records must take the conservatory measures needed to safeguard the client’s interests, ensure the rules on confidentiality and access are respected, including the client’s right to obtain a copy, and keep and destroy the records as sections 10 to 12 require; section 11 sets a retention period of at least five years from the date of the last professional service rendered. Section 29 requires the member to list the records transferred or kept and send a copy to the secretary. Ask a Quebec lawyer or notary whether the sale triggers these notices, how they fit the closing timetable, and who will be the assignee.

Enterprise register and tax steps

Quebec’s enterprise register is kept by the Registraire des entreprises. It states that every enterprise registered there must file an annual updating declaration during the prescribed period, even when nothing has changed. Ask the seller for the enterprise’s current register information and confirm its filings are up to date. On the federal side, the Canada Revenue Agency publishes a page for owners selling a business or part of one; ask the seller’s accountant which of those steps apply. Search the clinic’s other listings in healthcare businesses for sale only after you understand which structure you would be buying.

• The seller’s corporate documents and a statement of how the clinic practises: in a company, a partnership, or an individual’s name.
• Each treating physiotherapist’s permit information as shown by the Order, so you can check the category against the work done in the clinic.
• Any assignment agreement for client records, and a copy of any notice sent or planned to the Order’s secretary.
• The list of records transferred or kept under section 29 of the regulation, and the device and equipment register kept under section 20.
• The enterprise register information and the filed updating declarations.