D-4, r. 10 - Regulation respecting the practice of denturology within a limited liability partnership or a joint-stock company

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chapter D-4, r. 10
Regulation respecting the practice of denturology within a limited liability partnership or a joint-stock company
DENTUROLOGISTS — PRACTICE WITHIN PARTNERSHIP OR JOINT-STOCK COMPANY
Denturologists Act
(chapter D-4, s. 3).
D-4
Professional Code
(chapter C-26, s. 93, pars. g and h and s. 94, par. p).
C-26
September 1 2012
DIVISION I
GENERAL
1. Denturologists may, subject to the terms, conditions and restrictions established in this Regulation, carry on their professional activities within a joint-stock company or a limited liability partnership within the meaning of Chapter VI.3 of the Professional Code (chapter C-26).
Denturologists must take reasonable measures to ensure that the company or partnership allows them to comply with the Professional Code, the Denturologists Act (chapter D-4) and the regulations made under that Code or that Act.
O.C. 685-2008, s. 1.
DIVISION II
CONDITIONS
2. Denturologists are authorized to carry on their professional activities within a limited liability partnership or a joint-stock company if at all times,
(1)  all of the voting rights attached to the company shares or partnership units are held
(a)  by a denturologist;
(b)  by a legal person, partnership or joint-stock company or any other enterprise if the voting rights attached to the shares or units are held exclusively by a denturologist;
(c)  by a trust whose trustee is a denturologist; or
(d)  in any combination by a person, an enterprise or a trust referred to in subparagraph a, b or c;
(2)  no manufacturer, wholesaler, vendor or representative of products associated with the practice of denturology and no person holding a majority of the shares of such a manufacturer or wholesaler holds shares or units of the partnership or joint-stock company; and
(3)  a majority of the directors of the board of directors of the joint-stock company or the partners or the directors appointed by the partners to manage the affairs of the limited liability partnership are denturologists and constitute the majority of the quorum of such boards at all times.
Denturologists must ensure that the conditions listed in the first paragraph appear in the articles of the joint-stock company or in the contract of the limited liability partnership and that the documents stipulate that the partnership or joint-stock company is constituted for the purposes of professional activities.
O.C. 685-2008, s. 2.
DIVISION III
OTHER TERMS, CONDITIONS OR RESTRICTIONS
3. A denturologist who wishes to carry on professional activities within a partnership or joint-stock company must, before starting to carry on the activities, provide the Order with the following:
(1)  the declaration required by section 4 accompanied by a fee of $200;
(2)  a written document from a competent authority certifying that the partnership or joint-stock company has complied with the security requirements as provided in Division IV;
(3)  if the denturologist carries on professional activities within a joint-stock company, a written document from a competent authority certifying the existence of the joint-stock company;
(4)  where applicable, a certified true copy of the declaration required under the Act respecting the legal publicity of enterprises (chapter P-44.1) stating that the general partnership has been continued as a limited liability partnership;
(5)  a written document from a competent authority certifying that the partnership or joint-stock company is registered in Québec; and
(6)  an irrevocable written authorization from the partnership or joint-stock company within which the denturologist carries on professional activities allowing a person, committee, disciplinary body or tribunal referred to in section 192 of the Professional Code (chapter C-26) to require disclosure of and obtain any document listed in section 13 from a person, or to obtain a copy of such a document.
O.C. 685-2008, s. 3.
4. The denturologist must send to the Order a sworn declaration on the form provided by the Order containing
(1)  the partnership or joint-stock company name and any other names used in Québec by the partnership or joint-stock company within which the denturologist carries on professional activities and the Québec business number assigned to them by the enterprise registrar;
(2)  the legal form of the partnership or joint-stock company;
(3)  the denturologist’s name, member number and status within the partnership or joint-stock company;
(4)  if the denturologist carries on professional activities within a joint-stock company, the address of the head office of the joint-stock company and the addresses of its establishments in Québec, and the names and home addresses of the directors and officers of the joint-stock company;
(5)  if the denturologist carries on professional activities within a limited liability partnership, the addresses of the establishments in Québec indicating the principal establishment, the names and home addresses of the partners and, where applicable, the names and home addresses of the directors appointed to manage the affairs of the partnership;
(6)  a written document provided by the denturologist certifying that the shares or units held and the rules of administration of the partnership or joint-stock company comply with the conditions set out in this Regulation;
(7)  the names of the holders of shares or units referred to in subparagraph 1 of the first paragraph of section 2 with the percentage of voting rights held by each holder; and
(8)  in the case of holders of shares or units referred to in subparagraph b or c of subparagraph 1 of the first paragraph of section 2, a document certifying that the conditions of those subparagraphs are met.
O.C. 685-2008, s. 4.
5. If more than one denturologist carries on professional activities within a partnership or joint-stock company, a representative must be designated who is to act on behalf of all the denturologists in the partnership or joint-stock company to satisfy the conditions of sections 3 and 4. The representative must reply for all the denturologists to requests made by the syndic, an assistant syndic, an inspector, an investigator or any other representative of the Order and submit, as applicable, the documents that the denturologists are required to submit.
The representative must be a member of the Order and carry on professional activities in Québec within the partnership or joint-stock company.
The representative must ensure the accuracy of the information given in the declaration referred to in section 4 except the home addresses of partners, directors and officers of the partnership or joint-stock company.
Denturologists carrying on professional activities within the same partnership or joint-stock company must inform the Order of any change of representative within 15 days of the date of the change.
O.C. 685-2008, s. 5.
6. A denturologist is exempt from satisfying the conditions in sections 3 and 4 and in the fourth paragraph of section 5 if a denturologist or a representative of the partnership or joint-stock company within which the denturologist carries on professional activities has already satisfied those conditions.
O.C. 685-2008, s. 6.
7. The documents referred to in paragraphs 2, 3 and 5 of section 3 and the information referred to in section 4 must be updated every year by the denturologist or the representative by 1 April at the latest on the form provided by the Order, accompanied by a fee of $200.
O.C. 685-2008, s. 7.
8. If a denturologist becomes aware that a condition set out in this Regulation or in Chapter VI.3 of the Professional Code (chapter C-26) is no longer met, the denturologist must, within 15 days, take the necessary measures to comply, failing which the denturologist is no longer authorized to carry on professional activities within the partnership or joint-stock company.
O.C. 685-2008, s. 8.
9. A denturologist or the denturologist’s representative must immediately inform the Order of the cancellation of the insurance coverage required by Division IV, of the striking off, dissolution, assignment of property, bankruptcy, voluntary or forced liquidation of the partnership or joint-stock company or other cause likely to prevent the partnership or joint-stock company from carrying on its activities, and of any change in the information given in the declaration that is contrary to the conditions set out in section 2.
O.C. 685-2008, s. 9.
DIVISION IV
PROFESSIONAL LIABILITY COVERAGE
10. To be authorized to carry on professional activities in accordance with this Regulation, a denturologist carrying on professional activities within a partnership or joint-stock company must furnish and maintain security on behalf of the partnership or joint-stock company by means of an insurance or suretyship contract or by joining a group plan contract entered into by the Order, or by contributing to a professional liability insurance fund established in accordance with section 86.1 of the Professional Code (chapter C-26), against liabilities of the partnership or joint-stock company arising from fault or negligence on the part of the denturologist in carrying on professional activities within the partnership or joint-stock company.
The suretyship contract must be with a bank, savings and credit union, trust or insurance company and provide that the surety will provide the coverage in accordance with the conditions of this Division and will pay, by waiving the benefit of division and discussion, in lieu of the partnership or joint-stock company up to the amount of the suretyship.
O.C. 685-2008, s. 10.
11. The following minimum conditions for the security must be set out in a specific rider or contract:
(1)  an undertaking by the insurer to pay in lieu of the partnership or joint-stock company, over and above the amount of the security to be furnished by the denturologist pursuant to the Regulation respecting professional liability insurance for denturologists (chapter D-4, r. 3) up to the amount of the security, any sum that the partnership or joint-stock company may be legally bound to pay to an injured third person on a claim filed during the coverage period and arising from fault or negligence on the part of the denturologist in the carrying on of professional activities within the partnership or joint-stock company;
(2)  an undertaking by the insurer to take up the cause of the partnership or joint-stock company and defend it in any action against it and to pay, in addition to the amounts covered by the security, all legal costs of actions against the partnership or joint-stock company, including the costs of the inquiry and defence and interest on the amount of the security;
(3)  an amount of at least $1,000,000 per claim filed against the partnership or joint-stock company, subject to a limit of the same amount for all claims filed against the partnership or joint-stock company during a 12-month coverage period, regardless of the number of members in the partnership or joint-stock company;
(4)  an undertaking by the insurer or surety that the security extends to all claims submitted in the 5 years following the coverage period during which a denturologist of the partnership or joint-stock company dies, withdraws from the partnership or joint-stock company or ceases to be a member of the Order, in order to maintain coverage for the partnership or joint-stock company for fault or negligence on the part of the member while carrying on professional activities within the partnership or joint-stock company;
(5)  an undertaking by the insurer or surety to provide the secretary of the Order with a 30-day notice prior to any cancellation or amendment to the insurance or suretyship contract if the amendment affects a condition set out in this Regulation; and
(6)  an undertaking by the insurer or surety to immediately notify the secretary of the Order that the insurance or suretyship contract has not been renewed.
O.C. 685-2008, s. 11.
DIVISION V
ADDITIONAL INFORMATION
12. Where a general partnership is continued as a limited liability partnership or where a joint-stock company or a limited liability partnership is established, the denturologist must ensure that the partnership or joint-stock company publishes, within 15 days of the occurrence, a notice to that effect in a newspaper distributed in each locality where it has an establishment.
The notice must specify in general terms the effects of the continuation or establishment, in particular with respect to the denturologist’s professional liability.
O.C. 685-2008, s. 12.
13. The documents for which an authorization from the partnership or joint-stock company is required to communicate or obtain copies pursuant to paragraph 6 of section 3 are the following:
(1)  if the denturologist carries on professional activities within a limited liability partnership,
(a)  the declaration of registration of the partnership and any update;
(b)  the partnership agreement and amendments;
(c)  an up-to-date register of the partners;
(d)  where applicable, an up-to-date register of the directors; and
(e)  a list of the partnership’s principal officers and their home addresses;
(2)  if the denturologist carries on professional activities within a joint-stock company,
(a)  an up-to-date register of the articles and by-laws of the joint-stock company;
(b)  an up-to-date register of the securities of the joint-stock company;
(c)  an up-to-date register of the directors of the joint-stock company;
(d)  any shareholders’ agreement and voting agreement and amendments;
(e)  the declaration of registration of the joint-stock company and any update; and
(f)  a list of the partnership’s principal officers and their home addresses.
O.C. 685-2008, s. 13.
DIVISION VI
TRANSITIONAL AND FINAL
14. Denturologists who carry on professional activities within a joint-stock company constituted for the purpose of carrying on professional activities before 24 July 2008 must comply with this Regulation not later than one year following that date.
O.C. 685-2008, s. 14.
15. (Omitted).
O.C. 685-2008, s. 15.
REFERENCES
O.C. 685-2008, 2008 G.O. 2, 2900
S.Q. 2010, c. 7, s. 282