Whether you manage a clinic, a medical office, or are an independent healthcare professional, our experienced team is ready to provide you with legal assistance to help you navigate through the regulatory and legal complexities of this constantly evolving sector. From preparing to reviewing contracts, to corporate planning or representing you in litigation, we are here to support you in every aspect of your operations, allowing you to focus on what matters most: providing quality care to your patients.
Legal Experience and Advice in Healthcare Professionals Law
This is a highly regulated field where challenges are present and well worth being well-supported. Whether you are a healthcare professional working independently or operating a private medical clinic, dental clinic, or pharmacy, we understand the importance of your ethical obligations. Our professionals also manage significant obligations, which is why they can bring a human dimension and the simplest approach to accompany you through this regulatory maze. In case of difficulties, our lawyers can also represent you before the competent authorities.
Our role is to ensure that you can take all the turns you want. For instance, pharmacists have an increasing role with patients, and the profession is transforming to maximize the relevance of pharmaceutical care offered to patients and public trust. Our lawyers familiar with health professionals’ matters can assist you in negotiating employment contracts to help counteract the shortage of labor, as well as accompany you in the strategic planning of your activities.
In the following, we will present an analysis of the advantages and disadvantages of incorporation for a healthcare professional, as well as some disputes that may arise.
Incorporation and Authorization by the Professional Order or Association:
Incorporation and Authorization by the Professional Order or Association:
Incorporation has several advantages and disadvantages, and it is wise to analyze your objectives, aspirations, and what best suits to achieve them. If you want to learn more about incorporation, feel free to refer to our Services and Business Law section of the website.
A member of a professional order governed by the Code of Professions may conduct his or her professional activities within a corporation under certain conditions. Article 187.11 of the Code of Professions indicates that to conduct activities in a corporation, it is necessary, among other things, that the board of directors of the professional order authorizes it by regulation and determines « the applicable terms and conditions and restrictions ».
Many professional orders have adopted a regulation that specifies the conditions of practice so that their members can operate in the form of a corporation or another company. Physicians or doctors are thus free to incorporate as a corporation, but also pharmacists according to the Regulation on the Practice of Pharmacy in a Company. Criteria often decisive for a professional wishing to incorporate are limited liability, income level, and type of operation.
Several types of companies are available, but the one that often best matches the sought-after fiscal and legal advantage is the corporation. It has the effect of creating a legal entity that has a separate legal personality. The personal liability of the shareholder and the administrator is limited if the corporation is sued. This protection has some limits, such as the possibility of lifting the corporate veil if fraudulent acts are committed or if you have personally guaranteed your company. Nonetheless, the legal separation remains relevant, and it has significant tax advantages.
Moreover, the income level was mentioned previously in relation to the tax benefits it can provide in certain cases. It is when the income earned is higher than what you need to meet the desired standard of living that it becomes relevant to incorporate fiscally. In addition, the small business deduction requires a total of paid hours equal to or greater than 5500 for the tax year 2020-2021. At this stage, we recommend consulting a tax specialist or a certified professional accountant. You will see that you are free to pay yourself dividends according to the desired standard of living. Unused income can then benefit your company with additional funds for new projects or to be invested at a lower tax rate than an individual would have to respect.
Finally, other conditions must be maintained in parallel with incorporation due to your professional order. For example, by looking more closely at the Regulation on the Practice of Pharmacy in a Company, it is possible to see in articles 4 and following that the corporation must be constituted exclusively for the practice of pharmacy. A declaration signed by the professionals including the legal form of the company, the name of the company, the address of the headquarters, the professional's information, the designation of a respondent, the confirmation given by the shareholders that the attached documents are in accordance with the originals must be transmitted to the Order at least 30 days before the beginning of the activities. According to article 16 of the said Regulation, the pharmacist must provide and maintain for the company, by subscribing to the Professional Liability Insurance Fund of the Order of Pharmacists of Quebec, a guarantee against the liability that this company may incur due to faults or negligence committed by a pharmacist in the exercise of his profession within this company.
Tax Planning and Corporate Reorganization:
Tax Planning and Corporate Reorganization:
After a certain stage of revenues generated by your health clinic or cabinet, your certified professional accountant (CPA) or tax specialist may recommend reviewing your corporate structure to reduce as legally possible the tax burden. We refer you to our section on corporate reorganization.
Entrepreneurship and its Contractual Challenges
Entrepreneurship and its Contractual Challenges
The difficulty of operating a medical clinic, dental clinic, or pharmacy may lie in the daily challenges. An employee who chooses not to show up for his shift can disrupt the schedule for the week. A key employee, such as a pharmacist, who leaves his job within your company for a competitor may require a complete reorganization of the work team. This is why proactivity in employment contracts can avoid such apprehensions.
In addition to the protections contained in the Civil Code of Quebec, an employment contract may notably contain a non-solicitation clause as well as a non-competition clause.
In fact, the non-solicitation clause aims to protect the clientele, employees, and suppliers of the company and the human capital built up over the years. This solicitation restriction is necessary since these elements are the basis of the added value or the clientele of the company.
As mentioned previously, the non-solicitation clause does not have to have a territorial limit, but it must specify the clientele or human capital to be protected as well as the duration of the prohibition of solicitation, which can, in some cases, be longer than that of non-competition. Once the protected clientele is determined, it is necessary to define what constitutes illicit or unfair solicitation. An « active » solicitation involves positive and targeted actions on the part of the person to whom the restriction is imposed, while « passive » solicitation consists of a general solicitation of clients through usual means of communication such as television, radio, and newspapers. In short, a non-solicitation clause serves to preserve the assets and value of your company when employees leave their jobs.
The non-competition clause has a different utility and aims to prevent an employee or shareholder from competing with your company. A non-competition clause could be present in a shareholders' agreement as well as in an employment contract. The courts interpret non-competition clauses strictly according to three criteria that must all be reasonable, clear, and must not prevent the persons concerned from earning their living: duration, territory, and field of activities.
Whatever your situation, it is important to consult a lawyer to get help and legal advice specific to your industry as well as support through all the steps.