Selling a healthcare practice in Ontario

Ontario regulates health professions through a framework that assigns each profession its own governing college, established under provincial legislation covering regulated health professions, rather than a single body overseeing every kind of practitioner. That structure matters directly to a practice sale, because the specific notification, approval and record-custody expectations a sale needs to satisfy are set by whichever college governs the profession involved, not by a general rule that applies the same way across every kind of healthcare practice. A dental practice sale and a physiotherapy clinic sale can both be happening in Ontario at the same time, following two genuinely different regulatory paths, even though the surrounding deal mechanics look similar on paper.

Each regulated profession answers to its own college

Under Ontario’s regulated health professions framework, professions such as medicine, dentistry, nursing, physiotherapy and many others are each overseen by their own college, and that college is the authoritative source for what a practice sale involving that specific profession actually requires. A dental practice, a physiotherapy clinic and a family medicine practice can each face a different notification or approval process even though all three are being sold in the same province, because the relevant rule sits with the profession-specific college rather than with a single provincial health regulator common to all of them. Assuming one profession’s process applies to another, simply because both are broadly described as healthcare practices, is a common and avoidable mistake.

The licence itself is never part of what is sold

A practitioner’s registration with their college is personal to that individual and cannot be sold, assigned or transferred as part of a practice sale under any circumstances. What actually changes hands is the practice’s goodwill, its equipment, its lease interest, its staff arrangements and, subject to privacy and consent obligations, custody of its patient records. A buyer must independently hold, or be in the process of obtaining, whatever registration their own profession requires — no purchase agreement, however carefully drafted, can substitute for that, and a deal that treats registration as a formality to confirm later is taking on risk that belongs at the front of the negotiation, not the back.

Patient records are governed by privacy law, not the purchase agreement

Personal health information carried in patient records is subject to federal private-sector privacy law, and any applicable provincial health-specific privacy legislation, that apply independently of what the parties to a sale agree between themselves. In general terms, patients are typically entitled to notice that their records are moving to a new custodian, and the outgoing and incoming practitioners share responsibility for handling that transition appropriately, but the exact mechanics differ by profession and by the specific type of practice, and need to be confirmed with a privacy-aware advisor rather than assumed from a general description. Treating record transfer as a compliance step handled by an advisor, rather than an administrative detail left to office staff, is worth the extra care it takes.

Restrictive covenants for a regulated practitioner

A well-drafted Ontario practice sale agreement generally includes a non-compete and non-solicitation covenant limiting the outgoing practitioner from opening a competing practice nearby or contacting former patients directly for a defined period, since patients can move relatively easily to a practitioner they already trust. Enforceability of these restrictions against a licensed professional can turn on both general contract principles and the specific rules of the profession involved, so a covenant drafted without input from someone who understands the applicable college’s own expectations is a weaker protection than it looks on paper.

Building the college and privacy conversations into the timeline

A practice sale in Ontario generally takes longer than a comparable sale of a non-regulated small business, largely because of the steps above: finding a buyer who is actually licensed or registrable to take over, resolving whatever notification or approval the applicable college requires, and completing the patient-record transfer correctly under privacy law. Starting a conversation with the relevant college well before a buyer is found, rather than after a purchase agreement is drafted, tends to produce a far smoother path to closing, and it gives both sides realistic expectations for how long the whole process will actually take.

• Identify the specific college that governs the practice’s profession, since the requirement is profession-specific, not general
• Confirm what notification or approval that college requires for a change of ownership
• Treat patient record transfer as a defined workstream governed by privacy law, with its own advisor
• Never assume a licence or registration itself can be sold or assigned to a buyer