Only in two professions, and only non-voting shares: Ontario’s default rule is that every share of a professional corporation must be held by a member of the same profession, and only physician and dentist corporations get a regulatory carve-out that lets a spouse, common-law partner, child or a trust for minor children hold the non-voting shares.
Short answer
Only in two professions, and only non-voting shares: Ontario’s default rule is that every share of a professional corporation must be held by a member of the same profession, and only physician and dentist corporations get a regulatory carve-out that lets a spouse, common-law partner, child or a trust for minor children hold the non-voting shares.
Paragraph 1 of subsection 3.2(2) of the Ontario Business Corporations Act sets the baseline for every professional corporation: “All of the issued and outstanding shares of the corporation shall be legally and beneficially owned, directly or indirectly, by one or more members of the same profession” That is every issued and outstanding share — not a majority, and no distinction between voting and non-voting shares, unless a specific exemption applies.
Subsection 3.2(6) lets the Lieutenant Governor in Council carve out exemptions for defined classes of “health profession corporations”, and that power has been exercised for exactly two colleges. Section 2 of O. Reg. 665/05 exempts a physician corporation from paragraph 1, substituting a rule that keeps every voting share with a College of Physicians and Surgeons member but allows non-voting shares to be held by a family member or by a trust for the shareholder’s minor children. Section 3 gives a dentist corporation the identical substitution, member for member, for the Royal College of Dental Surgeons of Ontario.
Under the regulation, a physician or dentist corporation’s non-voting shares may be owned by the profession member, by a “family member” of a voting shareholder — defined as the shareholder’s spouse, child or parent — or held by a trustee in trust for the voting shareholder’s minor children. Voting shares stay with the profession in every case; the carve-out never touches control of the corporation, only its non-voting economic interest.
Optometry, chiropractic, veterinary medicine and every other profession that can incorporate under the Act fall back to the default rule in s.3.2(2): all shares held by members of the profession. A family shareholding lawful for a dentist is not automatically lawful for any other regulated professional in Ontario — the carve-out is two named colleges, not a general family-relief principle.
This exact carve-out, and where it stops, is worked through against real share registers in Treadstone Academy’s Case Files: an Alberta dental corporation whose family shares turned out to need a different statute entirely and a BC optometry corporation whose family trust was lawful under a rule Ontario does not have.
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