Anonymised, illustrative composite. In Ontario, an optometry corporation cannot carry a single share outside the profession — the carve-out stops at physicians and dentists. British Columbia never wrote that limit, because British Columbia does not regulate professional-corporation shares profession by profession at all.
At a glance
The same vision-care platform that had been forced into an asset purchase on its Ontario optometry acquisition — because Ontario law puts every share of an optometry professional corporation in the hands of optometrists, full stop — turned next to a British Columbia target: a two-location optometry practice, enterprise value $5,800,000, operated through a single health profession corporation.
The corporation's share register showed the founding optometrist holding all voting shares, with two non-voting classes: 35% held personally by his spouse, and 15% held by a trustee for a discretionary trust naming his two minor children as beneficiaries. Both classes had existed for years, set up for ordinary income-splitting purposes with no connection to the eventual sale.
The buyer's counsel opened the file with the Ontario finding fresh in mind: optometry is not one of the two professions Ontario's O. Reg. 665/05 exempts from the same-profession share rule, so an optometry corporation there cannot carry a family share of any kind. Applied uncritically to a British Columbia target, that would mean the spouse's 35% and the children's trust's 15% were both unlawful, and the corporation itself was not entitled to practise.
That would have been the wrong statute. British Columbia does not regulate professional-corporation ownership profession by profession the way Ontario does. As of April 1, 2026, the whole field runs through one consolidated Act, the Health Professions and Occupations Act, which replaced the former Health Professions Act and folded what used to be separate colleges — including the former College of Optometrists of British Columbia — into new umbrella regulators such as the College of Health and Care Professionals of British Columbia. One statute, one share-ownership section, applied identically whichever college issued the permit.
Enterprise value $5,800,000. Family non-voting interest: 35% spouse, 15% children's trust, 50% combined — a materially larger family stake than the Alberta file above, and one that would have failed an Ontario-style test even more obviously if Ontario's rule had actually applied. It did not, and nothing was restructured. The buyer's preliminary (and ultimately unused) estimate for unwinding the trust and spousal holding, drawn from the Alberta file's costing, was in the same $60,000–$90,000 range plus several weeks of delay.
The whole question turns on one section, not a regulation carved out of a broader corporate statute. HPOA s.59(1) sets the baseline for voting shares: “For the purposes of section 58 (d) [requirements for permit], all voting shares must be legally and beneficially owned by (a) eligible licensees, or (b) companies that meet both of the following conditions…” — conventional enough, and no different in effect from Ontario's same-profession rule for voting control.
Section 59(2) is where the two provinces diverge. It provides that all non-voting shares must be “(a) legally and beneficially owned by (i) eligible licensees or family members of eligible licensees, or (ii) companies, all the non-voting shares of which are legally and beneficially owned by eligible licensees or family members of eligible licensees, or (b) held in trust by a trustee who is resident in Canada and approved by the board, on behalf of a trust (i) that is subject to the laws of a Canadian jurisdiction, and (ii) all the beneficiaries of which are eligible licensees or family members of eligible licensees.” Both the spouse's direct holding and the children's trust are covered in terms — the trust route is not a workaround the Act tolerates, it is a route the Act names.
Two features make this a different rule from Ontario's, not merely a friendlier reading of the same one. First, coverage: “eligible licensee” is defined, at s.56, as “a licensee who practises a designated health profession governed by (a) a regulatory college for which a permit committee is acting, or (b) a regulatory college that is a party to a collaboration agreement with the regulatory college referred to in paragraph (a)” — a definition that does the same work for optometry, dentistry, or any other designated profession under one Act, rather than requiring a separate regulation naming each profession individually the way Ontario's O. Reg. 665/05 does. Second, breadth of family relief: s.59(2)(b)'s trust route has no equivalent in Ontario's O. Reg. 665/05 list of permitted non-voting holders for the two exempt professions there, which does not include a discretionary trust of this kind.
Section 59(3) goes further still, permitting shares to vest in “an executor or administrator of the estate of an eligible licensee who has died, to allow the discharge of duties in relation to the estate, or… a trustee in bankruptcy” — contingencies Ontario's regulation does not address for optometry at all, because optometry is outside its carve-out entirely.
The buyer's BC counsel confirmed the share register against HPOA s.58(d) and s.59 directly, and the deal closed as a share purchase — unlike the Ontario file, which had been forced into an asset purchase for the identical family-shareholding pattern. The representations in the purchase agreement confirmed ongoing compliance with HPOA Part 3, rather than requiring a restructuring covenant.
Treating the BC structure as defective on the strength of the Ontario finding would have cost the same order of magnitude as the near-miss on the Alberta file — tens of thousands in unnecessary advice, weeks of delay, and a forced disposition of shares the family had held lawfully for years. It would also have converted what should have been a straightforward share purchase into a needless asset purchase, moving the vendors from capital-gains treatment on shares to a corporate-level sale, purely on a jurisdictional assumption nobody had checked.
The tell here runs the opposite direction from the Alberta file, and that is the point: it is not that Alberta or BC is always more permissive than Ontario. It is that each province regulates professional-corporation ownership through its own instrument — a regulation naming specific professions in Ontario, a single Act-wide section in British Columbia, a different Act-wide section with a different college list in Alberta — and none of the three is a safe proxy for either of the others. The only reliable check is the section itself, read in the province where the target corporation is actually permitted to practise.
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