P-12, r. 5.2 - Regulation respecting the practice of the profession of podiatrist within a partnership or joint-stock company

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chapter P-12, r. 5.2
Regulation respecting the practice of the profession of podiatrist within a partnership or joint-stock company
PODIATRISTS — PRACTICE OF THE PROFESSION — JOINT-STOCK COMPANY
Podiatry Act
(chapter P-12, s. 3).
P-12
Professional Code
(chapter C-26, s. 93, pars. g and h, and s. 94, par. p).
C-26
January 14 2016
DIVISION I
TERMS AND CONDITIONS
1. A podiatrist may carry on professional activities within a partnership or joint-stock company referred to in Chapter VI.3 of the Professional Code (chapter C-26) if the following conditions are met:
(1)  more than 50% of the voting rights attached to the shares or units of the partnership or joint-stock company are held by the following persons or a combination thereof:
(a)  a podiatrist;
(b)  a joint-stock company where 100% of the voting rights attached to the shares are held by a podiatrist;
(c)  a trust where all trustees are podiatrists;
(2)  any other voting rights attached to the shares or units of the partnership or joint-stock company are held by the following persons or a combination thereof;
(a)  a member of a professional order governed by the Professional Code;
(b)  a joint-stock company where 100% of the voting rights attached to the shares are held by a person referred to in subparagraph a;
(c)  a trust where all trustees are persons referred to in subparagraph a;
(3)  in the case of a joint-stock company, all of the non-voting shares are held by the following persons or a combination thereof;
(a)  a podiatrist;
(b)  a member of a professional order governed by the Professional Code;
(c)  a relative, either by direct or indirect line of descent, of a podiatrist referred to in subparagraph a;
(d)  the spouse of a podiatrist holding shares referred to in paragraph 1;
(e)  a partnership, joint-stock company or trust whose units, shares or participation or other rights are held entirely by a person referred to in subparagraph a, b, c or d;
(4)  a majority of the directors of the board of directors of the joint-stock company, the partners or, where applicable, the managers appointed by the partners of the limited liability partnership are podiatrists;
(5)  to constitute a quorum at a meeting of the directors of a partnership or joint-stock company, a majority of the persons present must be podiatrists;
(6)  the conditions set forth in this section are listed in the articles of the joint-stock company or in the contract of the partnership and that those documents also provide that the partnership or joint-stock company is constituted for the purpose of carrying on professional activities;
(7)  the articles of the company or the contract of the partnership must include the conditions to transfer company shares or partnership units in the event of the death, disability, striking off, or bankruptcy of one of a podiatrist.
O.C. 1161-2015, s. 1.
2. (See French Edition).
O.C. 1161-2015, s. 2; Décision OPQ 2021-500 (French only), a. 1.
3. To carry on professional activities within a partnership or joint-stock company, a podiatrist must provide the secretary of the Order with a sworn declaration duly completed on the form provided by the Order and 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 podiatrist carries on professional activities, and the business number assigned to it by the competent authority;
(2)  the legal form of the partnership or joint-stock company;
(3)  in the case of a joint-stock company, the addresses of the head office of the company and establishments in Québec, the names and home addresses of all the shareholders with voting rights, the names and home addresses of the directors and officers of the company and the professional order of which they are members, if applicable;
(4)  in the case of a limited liability partnership, the addresses of the establishments of the partnership in Québec, specifying the address of the principal establishment, the names and home addresses of the partners, the names and home addresses of the managers, and the professional order of which they are members, if applicable;
(5)  the podiatrist’s name, member number, status within the partnership or joint-stock company and professional activities carried on within the partnership or joint-stock company; and
(6)  an attestation certifying that the company or partnership complies with this Regulation.
O.C. 1161-2015, s. 3.
4. (See French Edition).
O.C. 1161-2015, s. 4; Décision OPQ 2021-500 (French only), a. 2.
5. Where a podiatrist 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 podiatrist must, within 15 days, make sure that the situation is rectified, failing which, the podiatrist is no longer authorized to carry on professional activities within the partnership or company.
O.C. 1161-2015, s. 5.
6. A podiatrist struck off the roll for more than 3 months or whose permit is revoked may not, during the period of the striking off or revocation, act as director, officer or representative of the partnership or joint-stock company or hold, directly or indirectly, any voting share or unit in a joint-stock company or partnership.
O.C. 1161-2015, s. 6.
7. The name of the partnership or joint-stock company must not be a number name or include the name of a manufacturer of podiatric orthoses.
O.C. 1161-2015, s. 7.
DIVISION II
REPRESENTATIVE
8. If 2 or more podiatrists carry on professional activities within the same partnership or joint-stock company, a representative must be designated to act on behalf of all the podiatrists in the partnership or joint-stock company to satisfy the terms and conditions of sections 2, 3 and 4.
The representative must ensure the accuracy of the information provided to the Order.
The representative is also designated by the podiatrists carrying on their professional activities within a partnership or joint-stock company to reply to requests made by the syndic, an inspector or another representative of the Order and to submit, as applicable, the documents that the podiatrists are required to submit.
The representative must be a podiatrist, carry on professional activities in Québec within the partnership or joint-stock company and be a partner or a director and shareholder with voting rights of the partnership or joint-stock company.
O.C. 1161-2015, s. 8.
DIVISION III
PROFESSIONAL LIABILITY COVERAGE
9. (See French Edition).
O.C. 1161-2015, s. 9; Décision OPQ 2021-500 (French only), a. 3.
10. (See French Edition).
O.C. 1161-2015, s. 10; Décision OPQ 2021-500 (French only), a. 4.
DIVISION IV
ADDITIONAL INFORMATION
11. The documents that may be required pursuant to paragraph 6 of section 2 are the following:
(1)  if the podiatrist 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 shares of the joint-stock company;
(c)  an up-to-date register of the shareholders;
(d)  an up-to-date register of the directors of the joint-stock company;
(e)  any shareholders’ agreement and voting agreement, and amendments;
(f)  the declaration of registration and registration certificate of the joint-stock company and any update; and
(g)  a complete and up-to-date list of the company’s principal officers and their home addresses;
(2)  if the podiatrist 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 of the partnership;
(d)  where applicable, an up-to-date register of the managers of the partnership; and
(e)  a complete and up-to-date list of the partnership’s principal officers and their home addresses.
O.C. 1161-2015, s. 11.
DIVISION V
TRANSITIONAL AND FINAL
12. (See French Edition).
O.C. 1161-2015, s. 12; Décision OPQ 2021-500 (French only), a. 5.
13. (Omitted).
O.C. 1161-2015, s. 13.
REFERENCES
O.C. 1161-2015, 2015 G.O. 2, 3447
Décision OPQ 2021-500 (French only), 2021 G.O. 2, 1316