- Sellers often use "does the college need to approve this" loosely, when really there are at least three distinct questions: 1.
- Many regulated professionals operate through a professional corporation or, for certain health professions, a health profession corporation.
If you're selling a dental practice, physiotherapy clinic, accounting firm, or law practice in Ontario, one question tends to catch sellers off guard: does your regulatory college need to sign off on the sale before it can close? The honest answer is that it depends — on the profession, on how the practice is structured, and on exactly what's changing.
Ontario's regulated professions are governed by their own colleges, each with its own rules about ownership, corporate structure, and reporting. There is no single, uniform answer that applies "to professionals" as a category. What's true for one regulated profession may not be true for another, and assuming your situation mirrors a colleague's deal is a common — and avoidable — mistake.
Three Different Things People Lump Together as "Consent"
Sellers often use "does the college need to approve this" loosely, when really there are at least three distinct questions:
- Does the sale itself need prior approval from the college before it can close?
- Does the college need to be notified of the change, even if formal approval isn't required?
- Does the corporate structure through which the practice operates — for example, a professional corporation — need to be updated or reissued because of the ownership change?
The answer to each can be different, and getting only one of them right doesn't mean you've covered the issue.
Why Professional Corporations Add a Layer
Many regulated professionals operate through a professional corporation or, for certain health professions, a health profession corporation. These corporate structures typically come with ownership restrictions tied to the professional's own licensing status — the shares generally have to be held in ways connected to a member of the profession, not simply anyone with the money to buy in.
That has direct consequences for a practice sale:
- A straightforward share sale to an unlicensed buyer may not be structurally possible at all if the buyer doesn't hold the required professional status.
- Where the buyer is a licensed member of the same profession, the corporation's authorization to operate under that structure may still need to be updated to reflect the new ownership.
- Selling only the underlying business assets (goodwill, equipment, lease, patient or client files) while leaving the professional corporation itself with the seller is a different — and sometimes simpler — path, but it comes with its own trade-offs around tax and continuity that are worth discussing with your accountant and lawyer.
A Practical Way to Work Through It
| Question | Why it matters |
|---|---|
| What profession, and which college, governs this practice? | Requirements are set college-by-college — there's no shortcut that applies across professions |
| Is the practice held in a professional corporation, and does that corporation have a certificate of authorization or equivalent? | Ownership-restricted corporate structures often need updating on a change of ownership |
| Is the buyer a member of the same regulated profession? | This affects whether a share sale to that buyer is even structurally available |
| Does the college's current guidance require prior approval, notice, or nothing at all for this kind of transaction? | Confirm directly with the college — don't assume based on another profession's rules or an outdated understanding |
| Are there client- or patient-facing notice obligations separate from the college's own requirements? | Regulatory approval and client/patient notice are related but distinct obligations |
Common Misconceptions
- "If my colleague's sale didn't need college approval, mine won't either." Requirements vary by profession and sometimes by the specific corporate structure involved — don't extrapolate from someone else's deal.
- "Once the corporate structure is set up, the college's involvement is done." A change of ownership can itself be an event the college expects to be told about, separate from whatever was required when the corporation was first authorized.
- "This is a formality I can deal with after closing." Where prior approval is genuinely required, closing before it's obtained can put the entire transaction — and your ability to operate — at risk. Build the timeline around confirming this early, not fixing it after the fact.
Frequently asked questions
How do I find out what my specific college requires?
Contact the college directly and ask about its current requirements for a change of practice ownership, and have your lawyer review your specific corporate structure alongside that guidance. Rules and processes can change, so don't rely on information that isn't current.
Does this apply the same way to an asset sale as a share sale?
Not necessarily — a share sale changes who owns the corporation itself, while an asset sale generally leaves the corporation with the seller and transfers specific assets to the buyer. Which structure you use can affect whether — and which — college requirements are triggered.
What if the buyer isn't a member of the same profession?
Depending on the profession and corporate structure, this can significantly limit how the deal can be structured, since ownership of a professional corporation is often restricted to licensed members. This is worth confirming very early, before you negotiate price or terms around a specific buyer.
Is this different from getting the college to approve a new practice location or a partnership?
It can overlap, but a change of ownership through a sale is its own category of event for many colleges, separate from opening a new location or adding a partner. Don't assume one type of notification covers the other.
This is a business purchase or sale question
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