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odq.qc.ca Practice of dentistry within a limited liability partnership or a joint-stock company REPRESENTATIVE’S GUIDE

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Page 1: Practice of dentistry within a limited liability partnership or a joint ... en societe 2018... · within a limited liability partnership or a joint-stock company ... consult the guide

odq.qc.ca

Practice of dentistry withina limited liability partnershipor a joint-stock company

REPRESENTATIVE’S GUIDE

Page 2: Practice of dentistry within a limited liability partnership or a joint ... en societe 2018... · within a limited liability partnership or a joint-stock company ... consult the guide

2PRACTICE OF DENTISTRY WITHIN A LIMITED LIABILITY PARTNERSHIP OR A JOINT-STOCK COMPANY REPRESENTATIVE’S GUIDE

Every year, the Ordre des dentistes du Québec (the “Order”) notes a growing number of transactions related to the practice of dentistry within a limited liability partnership or a joint-stock company. The Order has also noted that the obligations provided under the Regulation respecting the practice of the dental profession within a limited liability partnership or a joint-stock company (the “Regulation”) are not always properly understood and applied. Consequently, annual declarations and updates are often incomplete or incorrect.

To support you in fulfilling your obligations and help you avoid any problems, the Order has prepared this Guide, informing you of your obligations under the Regulation.

Naturally, the explanations in this Guide are general and do not concern specific cases. If you have any general questions concerning your specific circumstances, we suggest that you contact Chantal Lamarre, who is in charge of matters relating to partnerships and companies at the Order.

Admission, Roll and Registrar Department 514 875-8511, ext. 2243 1 800 361-4887, ext. 2243 [email protected]

Members of the Order who wish to take advantage of the legal structure of a limited liability partnership or a joint-stock company (“partnership or company”) are subject to various obligations, including the obligation to file different declarations and updates and to pay administrative fees.

If you fail to file the appropriate documents, section 1 of the Regulation stipulates that:

A member who no longer satisfies one of the conditions set out in this Regulation or in Chapter VI.3 of the Professional Code shall immediately cease to be authorized to practise the profession within a partnership or company.

IMPORTANTPlease note that this Guide is not a legal document.

Note also that the Order does not provide any legal or taxation opinions or advice.

If applicable, you should consult the appropriate professionals for this kind of service and counsel.

ABBREVIATIONS USED• DDE: Starting date• FARPODQ: Liability insurance fund of the Ordre

des dentistes du Québec• NEQ: Quebec enterprise number• RAMQ: Régie de l’assurance maladie du Québec

• REGULATION: Règlement sur l’exercice de la profession en société (D-3, r. 9)

• REQ: Registre des entreprises du Québec • LLP: Limited liability partnership• JSC: Joint-stock company

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3PRACTICE OF DENTISTRY WITHIN A LIMITED LIABILITY PARTNERSHIP OR A JOINT-STOCK COMPANY REPRESENTATIVE’S GUIDE FEBRUARY 2019

Before filing any declaration with the Order, you must:

check that the information on your partnership or company appearing in the REQ database is correct (www.registreentreprises.gouv.qc.ca);

check that the head office address of your partnership or company corresponds to the address filed with the REQ;

check that all information concerning the distribution of voting and non-voting shares is correct;

check that the list of other names used by your partnership or company is correct;

check that any other information concerning any transactions within your partnership or company is correct;

remember that processing time for any document filed with the Order may be three weeks or more, depending on the circumstances;

remember that if you are a shareholder or partner of two or more partnerships or companies, the FARPODQ will contact you concerning your insurance coverage;

remember that all the notices sent to you by the Order are also sent electronically to the RAMQ and FARPODQ, to facilitate the opening of your files by those organizations. However, your partnership or company and, if applicable, members practising within it, are responsible for providing and updating all information concerning contracts, applications, authorizations, mandates etc. that may be required by these organizations from time to time;

remember that to open a new partnership or company administrative account with the RAMQ, you may consult the guide and related forms under the “Studies and permit applications – Practice within a partnership or company” section of the Order’s website at www.odq.qc.ca.

Answers to Frequently Asked Questions by members of the Order:

Any change of address of the place(s) of practice or residence must be immediately reported to the Order, indicating the effective date, by e-mail to [email protected].

Transferring recordsChanges may occur in a dentist’s practice, whether he or she is practising alone or as part of a group. This applies in particular to moving an office, selling a practice or office, practising in a healthcare institution or another office, retirement, etc.

In such cases, a dentist who transfers his or her records (the transferor) and the dentist who takes possession of those records (the transferee) must complete, sign and send to the Order the form for an Agreement between a dentist transferring records and the dentist receiving transferred records, which can be found in “Forms” under “References and forms” in the “Members” section of the Order’s website at www.odq.qc.ca.

For more information on this subject, you can consult the regulation respecting the keeping of dental offices and records and the cessation of practice of a member of the Ordre des dentistes du Québec (in French only) in the “The Ordre – Laws and Regulations” section of the Order’s website at www.odq.qc.ca.

“Inactive member” classMembers who are no longer practising dentistry and have been exempted from the FARPODQ may, under certain conditions, request a change in their status on the Roll of the Order, to obtain “Inactive member” status.

To do so, the member must send a request to the person responsible for the Roll of the Order:

Admission, Roll and Registrar Department 514 875-8511 1 800 361-4887 [email protected]

This status allows the member to retain his or her partnership or company if it is already registered with the Order.

However, since the member is no longer practising in the partnership or company, he or she may no longer act as its representative or substitute representative. In this case, he or she must appoint a member practising in the partnership or company to act in this capacity and send us the appropriate form, which can be found under the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

Place of practiceSection 60 of the Professional Code states that all professionals must elect domicile by informing the secretary of the order of which they are members of the place where they principally practise their profession and any other places where they practise, within 30 days after they begin to practise.

If they do not practise, members must state their place of residence or principal place of employment; the domicile thus elected constitutes their professional domicile.

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PRACTICE OF DENTISTRY WITHIN A LIMITED LIABILITY PARTNERSHIP OR A JOINT-STOCK COMPANY REPRESENTATIVE’S GUIDE4PRACTICE OF DENTISTRY WITHIN A LIMITED LIABILITY PARTNERSHIP OR A JOINT-STOCK COMPANY REPRESENTATIVE’S GUIDE

TABLE OF CONTENTS

A. INITIAL DECLARATION OF PRACTICE OF DENTISTRY WITHIN A LIMITED LIABILITY PARTNERSHIP OR JOINT-STOCK COMPANY ................................................................................................................................................................. 5

B. ANNUAL DECLARATION .......................................................................................................................................................................... 6

C. AMENDED DECLARATION OR ANNUAL DECLARATION ........................................................................................................... 7

1. Addition/deletion of a shareholder .............................................................................................................................................. 7

2. Addition/deletion of names used in Quebec ............................................................................................................................ 7

D. DECLARATION OF SHORT-FORM AMALGAMATION ..................................................................................................................8

1. Resulting partnership or company already authorized ..........................................................................................................8

2. Resulting partnership or company not authorized .................................................................................................................9

E. DECLARATION OF LONG-FORM AMALGAMATION ..................................................................................................................10

1. Resulting partnership or company authorized ......................................................................................................................10

2. Resulting partnership or company not authorized ..............................................................................................................11

F. DECLARATION OF END OF PRACTICE WITHIN A LIMITED LIABILITY PARTNERSHIP OR JOINT-STOCK COMPANY ...............................................................................................................................................................12

1. Declaration of sale of all shares ....................................................................................................................................................12

2. Declaration of cancellation following an amalgamation ...................................................................................................12

3. Declaration of change in the nature of activities ...................................................................................................................13

4. Declaration of liquidation/dissolution .......................................................................................................................................13

G. OTHER AMENDED DECLARATIONS ................................................................................................................................................14

1. Amended declaration – change in the partnership or company name ........................................................................14

2. Amended declaration – change in representative ................................................................................................................14

3. Amended declaration – list of employees/self-employed workers ............................................................................... 14

APPENDIX 1 – EXEMPTIONS FROM THE FARPODQ AND THE “INACTIVE MEMBER“ CLASS ....................................... 15

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5FEBRUARY 2019PRACTICE OF DENTISTRY WITHIN A LIMITED LIABILITY PARTNERSHIP OR A JOINT-STOCK COMPANY REPRESENTATIVE’S GUIDEPRACTICE OF DENTISTRY WITHIN A LIMITED LIABILITY PARTNERSHIP OR A JOINT-STOCK COMPANY REPRESENTATIVE’S GUIDE

DEADLINE:Before or on the desired starting date (DDE).

NOTICE:The Order will issue a Notice confirming the authorization

DOCUMENTS: An incomplete declaration may be rejected resulting in processing delays and postponement of the DDE.

Initial declaration for the practice of dentistry within a limited liability partnership or a joint-stock company

See “Forms” under the ”Studies and permit applications – Practice within a partnership or company” section of the Order’s website at www.odq.qc.ca.

A certified copy of the initial declaration/declaration of registration of a legal person filed with the REQ.

A copy of the certificate issued by the REQ.

If the partnership or company is not constituted in Quebec, a copy of the certificate of compliance issued by Corporations Canada or the competent authority.

If applicable, a certified copy of the declaration filed with the REQ indicating that the general partnership (GP) has been continued into a limited-liability partnership (LLP).

NOTE:The above-mentioned copies of documents from the REQ, Corporations Canada or any other competent authority may be certified only by the authority itself, a lawyer or a notary.

FEES: Please refer to the “FEES and PENALTIES TABLE“ under

the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

A. INITIAL DECLARATION OF PRACTICE OF DENTISTRY WITHIN A LIMITED LIABILITY PARTNERSHIP OR A JOINT-STOCK COMPANY

Any person wishing to practise dentistry within a partnership or company must first submit to the Order the form entitled Initial declaration of practice of dentistry within a limited liability partnership or a joint-stock company, accompanied by the required documents and payment of the administrative fees, and must receive a notice from the Order confirming that the partnership or company is authorized and the starting date (DDE) of the said partnership or company.

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PRACTICE OF DENTISTRY WITHIN A LIMITED LIABILITY PARTNERSHIP OR A JOINT-STOCK COMPANY REPRESENTATIVE’S GUIDE6PRACTICE OF DENTISTRY WITHIN A LIMITED LIABILITY PARTNERSHIP OR A JOINT-STOCK COMPANY REPRESENTATIVE’S GUIDE

DEADLINE:By March 31 of the current year.

DOCUMENTS: Annual declaration

See “Forms” under the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

If any of the following information has changed, please complete the corresponding section of the appropriate form:

The partnership or company name – section “G”

The representative or substitute representative – section “G”

The list of employees/self-employed workers – section “G”

You have ceased practising within the partnership or company – section “F”

As stipulated in section 6 of the Regulation, members must:

1° update their information and provide the declaration prescribed in section 5, by March 31 of every year;

2° promptly notify the Order of any change in the coverage prescribed in Division III or in the information given in the declaration prescribed in section 5 that might violate the conditions set out in section 3.

* N.B.: Partnerships and companies are exempted from filing such a declaration if their starting date (DDE) falls between January 1 and March 31 of the current year.

FOR ANY OTHER CHANGE, AMENDMENT OR TRANSACTION affecting your partnership or company, you must notify the Order and complete the appropriate form within the prescribed time limits (see sections C, D, E, F, G).

The forms can be found on the Order’s website at www.odq.qc.ca, in the “Studies and permit applications – Practice within a partnership or company“ section under “Forms.”

FEES: Please refer to the “FEES and PENALTIES TABLE“ under

the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

B. ANNUAL DECLARATION

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7PRACTICE OF DENTISTRY WITHIN A LIMITED LIABILITY PARTNERSHIP OR A JOINT-STOCK COMPANY REPRESENTATIVE’S GUIDE FEBRUARY 2019PRACTICE OF DENTISTRY WITHIN A LIMITED LIABILITY PARTNERSHIP OR A JOINT-STOCK COMPANY REPRESENTATIVE’S GUIDE

If any of the following information has changed, please complete the corresponding section of the appropriate form:

The head office address – section “B”

The partnership or company name – section “G”

The representative or substitute representative – section “G”

The list of employees/self-employed workers – section “G”

You have ceased practising within the partnership or company – section “F”

However, if several changes have occurred and/or if changes have occurred affecting the distribution of shares, the partnership or company name, use of other names for your partnership or company, etc., you must complete the corresponding section of the appropriate amended declaration form or annual declaration form.

See “Forms” under the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

Examples of situations calling for an amended declaration or annual declaration:

1. Addition/deletion of a shareholder

You must promptly inform the Order of any addition/ deletion of a voting or non-voting shareholder of your partnership or company, if the list of shareholders has changed since your previous annual declaration, through:

a. the addition of a shareholder/partner directly under his or her personal name or that of a legal person; or

b. the deletion of a shareholder/partner directly under his or her personal name or that of a legal person.

DEADLINE: Immediately and no later than 60 days following the change.

NOTICE:The Order will issue a Notice of addition and/or deletion of a shareholder/partner.

DOCUMENTS:An incomplete declaration may be rejected resulting in processing delays and postponement of the DDE.

Amended declaration or annual declaration

See “Forms” under the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

Please refer to the “FEES and PENALTIES TABLE“ under the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

FEES: Please refer to the “FEES and PENALTIES TABLE“ under

the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

2. Addition/deletion of names used in Quebec

If you have added or deleted names to or from the list of other names used by your partnership or company in Quebec appearing in the REQ statement of information, you must inform the Order of this change.

DEADLINE: Immediately and no later than 60 days following the change.

DOCUMENTS:An incomplete declaration may be rejected resulting in processing delays and postponement of the DDE.

Amended declaration or annual declaration

See “Forms” under the “Studies and permit applications – Practice within a partnership or company” section of the Order’s website at www.odq.qc.ca.

A copy of any declaration filed with the REQ attesting to the addition and/or deletion of another name used in Quebec.

FEES: Please refer to the “FEES and PENALTIES TABLE“ under

the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

* N.B.: Partnerships and companies are exempted from filing such a declaration if their starting date (DDE) falls between January 1 and March 31 of the current year.

C. AMENDED DECLARATION OR ANNUAL DECLARATION

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8PRACTICE OF DENTISTRY WITHIN A LIMITED LIABILITY PARTNERSHIP OR A JOINT-STOCK COMPANY REPRESENTATIVE’S GUIDE

1. Resulting company already authorizedIn most cases, provided the required documents are submitted and the administrative fees paid, if any, the resulting company will retain its authorization and the DDE in the register of companies will not change.

At the time of the amalgamation:

A. The two amalgamated companies are already authorized.

B. One of the two companies involved in the amalgamation is already authorized and the resulting company, whether or not it maintains the name of the authorized company, retains the NEQ of the previously authorized company.

DEADLINE: Immediately and no later than 60 days following the change.

NOTICE:The Order will issue a Notice of short-form amalgamation.

DOCUMENTS:An incomplete declaration may be rejected resulting in processing delays and postponement of the DDE.

Amended declaration or Annual declaration (see section B).

See “Forms” under the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

If the company is constituted in Quebec, a copy of the certificate of amalgamation issued by the REQ.

If the company is not constituted in Quebec, a copy of the declaration filed with the REQ to declare the short-form amalgamation and a copy of the certificate of amalgamation issued by Corporations Canada.

A copy of any declaration filed with the REQ attesting to a change in structure (e.g.: shareholders, other name, etc.).

A copy of any declaration of a change in name or the declaration filed with the REQ attesting to a change in name, if applicable.

An authorized company whose registration is “cancelled ex officio” following the amalgamation must also produce the form entitled Declaration of end of practice within a partnership (see section F).

See “Forms” under the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

If applicable, an original of the form for an Agreement between a dentist transferring records and the dentist receiving transferred records.

See “Forms” under “References and forms” in the “Members” section of the Order’s website at www.odq.qc.ca.

FEES: Please refer to the ”FEES and PENALTIES TABLE”

under the ”Studies and permit applications – Practice within a partnership or company” section of the Order’s website at www.odq.qc.ca.

D. DECLARATION OF SHORT-FORM AMALGAMATION

Even if a transaction involving a short-form amalgamation has no effect on a company

already authorized by the Order, you must inform us and provide the required documents.

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9FEBRUARY 2019PRACTICE OF DENTISTRY WITHIN A LIMITED LIABILITY PARTNERSHIP OR A JOINT-STOCK COMPANY REPRESENTATIVE’S GUIDE

A copy of any declaration of a change in name or the declaration filed with the REQ attesting to a change in name, if applicable.

An authorized company whose registration is “cancelled ex officio” following the amalgamation must also produce the form entitled Declaration of end of practice within a partnership (see section F).

See “Forms” under the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

If applicable, an original of the form for an Agreement between a dentist transferring records and the dentist receiving transferred records.

See “Forms” under “References and forms” in the “Members” section of the Order’s website at www.odq.qc.ca.

FEES: Please refer to the “FEES and PENALTIES TABLE“ under

the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

2. Resulting company not authorizedIn the following cases, provided that the required documentation is submitted and the administrative fees are paid in advance, the DDE of the company will be the date of amalgamation.

At the time of amalgamation:

A. the amalgamated companies are not previously authorized.

B. one of the companies involved in the amalgamation has not been previously authorized, but the resulting company, whether or not it maintains the name of the authorized company, retains the NEQ of the unauthorized company and is not authorized by the Order.

DEADLINE: Before the transaction and at the latest on the day of the transaction.

NOTICE:The Order will issue a Notice of short-form amalgamation.

DOCUMENTS:An incomplete declaration may be rejected resulting in processing delays and postponement of the DDE.

Initial declaration for the practice of dentistry within a limited liability partnership or a joint-stock company (see section A).

See “Forms” under the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

A certified copy of the initial declaration/declaration of registration of a legal person filed with the REQ.

If the company is constituted in Quebec, a copy of the certificate of amalgamation issued by the REQ.

If the company is not constituted in Quebec, a copy of the declaration filed with the REQ to declare the short-form amalgamation and a copy of the certificate of amalgamation issued by Corporations Canada.

A copy of any declaration filed with the REQ attesting to a change in structure (e.g.: shareholders, other name, etc.).

D. DECLARATION OF SHORT-FORM AMALGAMATION (continued)

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10PRACTICE OF DENTISTRY WITHIN A LIMITED LIABILITY PARTNERSHIP OR A JOINT-STOCK COMPANY REPRESENTATIVE’S GUIDE

1. Authorized resulting companyIn the following cases, and provided that the required documentation is submitted and the administrative fees are paid in advance, the resulting company will have a new DDE on the date of amalgamation, with no interruption in the authorization already granted by the Order.

At the time of amalgamation:

The amalgamated companies are already authorized.

DEADLINE: Before the transaction and no later than the day of the transaction.

NOTICE:The Order will issue a Notice of long-form amalgamation.

DOCUMENTS:An incomplete declaration may be rejected resulting in processing delays and postponement of the DDE.

Initial declaration for the practice of dentistry within a limited liability partnership or a joint-stock company (see section A).

See “Forms” under the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

A certified copy of the initial declaration/declaration of registration of a legal person filed with the REQ.

If the company is constituted in Quebec, a copy of the certificate of amalgamation issued by the REQ.

If the company is not constituted in Quebec, a copy of the declaration filed with the REQ to declare the long-form amalgamation and a copy of the certificate of amalgamation issued by Corporations Canada.

A copy of any declaration filed with the REQ attesting to a change in structure (e.g.: shareholders, other name, etc.).

A copy of any declaration of a change in name or the declaration filed with the REQ attesting to a change in name, if applicable.

An authorized company whose registration is “cancelled ex officio” following the amalgamation must also produce the form entitled Declaration of end of practice within a partnership (see section F).

See “Forms” under the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

If applicable, attach an original of the form for an Agreement between a dentist transferring records and the dentist receiving transferred records.

See “Forms” under “References and forms” in the “Members” section of the Order’s website at www.odq.qc.ca.

FEES: Please refer to the “FEES and PENALTIES TABLE“ under

the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

E. DECLARATION OF LONG-FORM AMALGAMATION

Normally for administrative reasons, when a transaction involves a long-form amalgamation, the resulting company is always assigned a new NEQ by the REQ: you must inform the Order and submit the required documents.

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11FEBRUARY 2019PRACTICE OF DENTISTRY WITHIN A LIMITED LIABILITY PARTNERSHIP OR A JOINT-STOCK COMPANY REPRESENTATIVE’S GUIDE

2. Resulting company not authorizedIn the following cases, provided that the required documentation is submitted and the administrative fees are paid in advance, the resulting company will have a new DDE on the date of amalgamation.

At the time of amalgamation:

A. One of the amalgamated companies is not authorized.

B. One of the companies involved in the amalgamation is authorized, but the resulting company, whether or not it maintains the name of the authorized company, is assigned a new NEQ by the REQ and is not authorized by the Order.

DEADLINE: Before the transaction and no later than the day of the transaction.

NOTICE:The Order will issue a Notice of long-form amalgamation.

DOCUMENTS :An incomplete declaration may be rejected resulting in processing delays and postponement of the DDE.

Initial declaration for the practice of dentistry within a limited liability partnership or a joint-stock company (see section A).

See “Forms” under the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

A certified copy of the initial declaration/declaration of registration of a legal person filed with the REQ.

If the company is constituted in Quebec, a copy of the certificate of amalgamation issued by the REQ.

If the company is not constituted in Quebec, a copy of the declaration filed with the REQ to declare the long-form amalgamation and a copy of the certificate of amalgamation issued by Corporations Canada.

A copy of any declaration filed with the REQ attesting to a change in structure (e.g.: shareholders, other name, etc.).

A copy of any declaration of a change in name or the declaration filed with the REQ attesting to a change in name, if applicable.

An authorized company whose registration is “cancelled ex officio” following the amalgamation must also produce the form entitled Declaration of end of practice within a partnership (see section F).

See “Forms” under the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

If applicable, attach an original of the form for an Agreement between a dentist transferring records and the dentist receiving transferred records.

See “Forms” under “References and forms” in the “Members” section of the Order’s website at www.odq.qc.ca.

FEES: Please refer to the “FEES and PENALTIES TABLE“ under

the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

E. DECLARATION OF LONG-FORM AMALGAMATION (continued)

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12PRACTICE OF DENTISTRY WITHIN A LIMITED LIABILITY PARTNERSHIP OR A JOINT-STOCK COMPANY REPRESENTATIVE’S GUIDE

1. Declaration of sale of all sharesIf all the shares of an authorized partnership or company are sold to another member of the Order and/or to a legal entity all of whose shares are held by another member of the Order, even if you continue to practise as an employee or self-employed worker, since you are no longer practising dentistry within this partnership or company, you must make the necessary changes with the REQ and inform the Order.

2. Declaration of cancellation following an amalgamation When an amalgamation involves a company authorized by the Order and when this company is cancelled ex officio by the REQ following the amalgamation, you must notify us.

DEADLINE:Immediately and no later than 60 days following the change.

NOTICE:The Order will confirm receipt of the Declaration of end of practice and make the appropriate changes to its register of partnerships and companies.

The declaration of end of practice within a partnership or company form is used to inform the Order that you are no longer practising dentistry within a partnership or company and/or to terminate your status as a representative, for one or more of the following reasons:

Declaration of sale of all shares

Declaration of cancellation following an amalgamation

Declaration of change in the nature of activities

Declaration of assignment for the benefit of creditors, bankruptcy

Declaration of liquidation/dissolution

Among other things, filing a Declaration of end of practice within a partnership or company will free you from your obligation to file an annual update and pay administrative fees for the partnership or company concerned.

DOCUMENTS:An incomplete declaration may be rejected resulting in processing delays and postponement of the DDE.

Declaration of end of practice within a partnership or joint-stock company (see section F).

See “Forms” under the “Studies and permit applications – Practice within a partnership or company” in the Order’s website at www.odq.qc.ca.

Sale – Attach a copy of any declaration filed with the REQ attesting to the sale of the shares.

Amalgamation – Attach a copy of the certificate of amalgamation.

If applicable, attach an original of the form for an Agreement between a dentist transferring records and the dentist receiving transferred records.

See “Forms” under “References and forms” in the “Members” in the Order’s website at www.odq.qc.ca.

FEES:Fees apply for:

1. The Declaration of sale of all shares AND

2. The Declaration of cancellation following an amalgamation

Please refer to the “FEES and PENALTIES TABLE“ under the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

F. DECLARATION OF END OF PRACTICE WITHIN A LIMITED LIABILITY PARTNERSHIP OR JOINT-STOCK COMPANY

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13PRACTICE OF DENTISTRY WITHIN A LIMITED LIABILITY PARTNERSHIP OR A JOINT-STOCK COMPANY REPRESENTATIVE’S GUIDE FEBRUARY 2019

3. Declaration of change in the nature of activities

If you no longer wish to use the authorized partnership or company for the practice of dentistry, but you wish to maintain the corporate or limited-liability structure for other purposes, you must make the necessary changes with the REQ to register a new activity sector (e.g. management, portfolio, investment, etc.). In this case, it is no longer necessary that it be authorized and entered in the Order’s register of partnerships and companies. You must make the necessary changes with the REQ and inform the Order that you have ceased operations.

DEADLINE:Immediately and no later than 60 days following the change.

NOTICE:The Order will issue a Notice of end of practice within a partnership or joint-stock company.

DOCUMENTS:An incomplete declaration may be rejected resulting in processing delays and postponement of the DDE.

Declaration of end of practice within a partnership or joint-stock company or Annual declaration – end of practice within a partnership or joint-stock company (see section F).

See “Forms” under the “Studies and permit applications – Practice within a partnership or company“ in the Order’s website at www.odq.qc.ca.

A copy of the declaration filed with the REQ attesting to the change in the nature of professional activities and, if applicable, of the partnership or company name.

If applicable, attach an original of the form for an Agreement between a dentist transferring records and the dentist receiving transferred records.

See “Forms” under “References and forms” in the “Members” section of the Order’s website at www.odq.qc.ca.

FEES: Please refer to the “FEES and PENALTIES TABLE“ under

the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

4. Declaration of liquidation/dissolution

If the authorized partnership or company is liquidated or dissolved, it is no longer necessary that it be authorized and entered in the Order’s register of partnerships and companies. You must make the necessary changes with the REQ and inform the Order that you have ceased operations.

DEADLINE: Immediately and no later than 60 days following the change.

NOTICE:The Order will issue a Notice of end of practice within a partnership or joint-stock company.

DOCUMENTS: Declaration of end of practice within a

partnership or joint-stock company (see section F).

See “Forms” under the “Studies and permit applications – Practice within a partnership or company” section of the Order’s website at www.odq.qc.ca.

A copy of the declaration filed with the REQ attesting to the application for liquidation/dissolution.

A copy of the certificate of dissolution (once it has been received).

If applicable, attach an original of the form for an Agreement between a dentist transferring records and the dentist receiving transferred records.

See “Forms” under “References and forms” in the “Members” section of the Order’s website at www.odq.qc.ca.

FEES: Please refer to the “FEES and PENALTIES TABLE“ under

the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

F. DECLARATION OF END OF PRACTICE WITHIN A LIMITED LIABILITY PARTNERSHIP OR JOINT-STOCK COMPANY (continued)

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14PRACTICE OF DENTISTRY WITHIN A LIMITED LIABILITY PARTNERSHIP OR A JOINT-STOCK COMPANY REPRESENTATIVE’S GUIDE

1. Amended Declaration – change in the partnership or company nameWhen you change your partnership or company name, you must inform us.

DEADLINE: Immediately and no later than 60 days following the change.

NOTICE:The Order will issue a Notice of change of name.

DOCUMENTS:An incomplete declaration may be rejected resulting in processing delays and postponement of the DDE.

Amended Declaration – change in the partnership or company name.

See “Forms” under the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

A copy of the certificate of name change issued by the REQ or a copy of any declaration filed with the REQ changing the name and the certificate of name change issued by Corporations Canada.

FEES: Please refer to the “FEES and PENALTIES TABLE“ under

the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

2. Amended Declaration – change in representative

Since the representative/substitute representative must practise dentistry within the partnership or company, it may be necessary to make changes in that respect.

To make just this change, you must inform us.

DEADLINE: Immediately and no later than 60 days following the change.

DOCUMENTS :An incomplete declaration may be rejected resulting in processing delays and postponement of the DDE.

Amended Declaration – change in representative.

See “Forms” under the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

FEES: Please refer to the “FEES and PENALTIES TABLE“ under

the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

3. Amended Declaration – List of employees/self-employed workers

When you make your initial application, you must provide a list of the employees/self-employed workers practising dentistry within your partnership or company.

If this is the only change you are making to your partnership or company, you must inform us.

DEADLINE: Immediately and no later than 60 days following the change.

DOCUMENTS:An incomplete declaration may be rejected resulting in processing delays and postponement of the DDE.

Amended Declaration – List of employees/self-employed workers.

See “Forms” under the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

FEES: Please refer to the “FEES and PENALTIES TABLE“ under

the “Studies and permit applications – Practice within a partnership or company“ section of the Order’s website at www.odq.qc.ca.

G. OTHER AMENDED DECLARATIONS

If only one of the following changes has been made to your partnership or company, complete only the corresponding form: The partnership or company name The representative or substitute representative The list of employees/self-employed workers

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15PRACTICE OF DENTISTRY WITHIN A LIMITED LIABILITY PARTNERSHIP OR A JOINT-STOCK COMPANY REPRESENTATIVE’S GUIDE FEBRUARY 2019

Who can join the “Inactive member” class?Members who are not practising dentistry in Quebec, as defined in sections 26 and 27 of the Dental Act, may be entered on the Roll of the Order in the “Inactive member” class and be exempted from the FARPODQ.

What are the criteria for joining the “Inactive member” class?Inactive members declare to the Order and to the FARPODQ that they are not practising the profession of dentistry as defined under Division V of the Act OR that they do not hold a position which requires membership in the Ordre des dentistes du Québec.

In accordance with the Regulation respecting refresher training periods for dentists of the Ordre des dentistes du Québec (see box below), inactive members retain the following advantages:

A 15% discount on the annual assessment set for regular active members;

The right to use the title of “Doctor”; The right to vote in ODQ elections; Free admission to the annual ODQ convention; Access to ODQ publications.

Inactive members may remain on the Roll of the Order in the following cases:

Upon permanent retirement; During a medical disability leave; During maternity or parental leave; During extended studies; During a temporary stay abroad.

Inactive members are no longer listed on the Roll and registered with the Order when they resign.

Members exempt from the FARPODQ and entered on the Roll as regular members or in the “Inactive member” class and authorized partnerships or companies

Members exempt from the FARPODQ and entered on the Roll of the Order as regular members or “Inactive members” may continue to hold shares in an authorized partnership or company. Although they are no longer practising, in either case the members remain on the Roll of the Order and their partnership or company may remain in the register of partnerships and companies authorized by the Order.

However, since they are no longer practising, they may not serve as representatives/substitute representatives for the partnership or company and consequently must appoint a member who is practising within the said partnership or company to fill this role.

Joining the “Inactive member” class?You must apply for a change in status on the Roll by contacting the person who is responsible for the Roll:

Admission, Roll and Registrar Department 514 875-8511 1 800 361-4887 [email protected]

AND

You must complete and send us the form for applying for exemption from the FARPODQ. You will find this form in “Forms” under “References and forms” in the “Members” section of the Order’s website at www.odq.qc.ca.

APPENDIX 1 – EXEMPTIONS FROM THE FARPODQ AND THE “INACTIVE MEMBER” CLASS

IMPORTANTAs a reminder, note that if you plan on returning to the practice of dentistry, you must, without delay and in advance, contact with FARPODQ since you cannot practise the profession without professional liability insurance.

Lastly, please note that in accordance with section 2 of Division II of the new Regulation respecting refresher training periods for dentists of the Ordre des dentistes du Québec, which came into effect on December 20, 2018, the Board of Directors of the ODQ, if it so considers necessary for the protection of the public, may require a dentist to serve a training period “if a dentist, although entered on the Roll of the Order, has practised dentistry less than 900 hours over a period of 3 years.”

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800 René-Lévesque Ouest Suite 1640 Montreal, Quebec H3B 1X9

514 875-8511 • 1 800 361-4887

[email protected] • odq.qc.ca