Physiotherapy and rehab clinics run into an ownership ceiling most buyers don't expect — the Regulated Health Professions Act caps how much of a health-profession corporation a non-physiotherapist can own, which pushes most sales toward an asset and goodwill purchase paired with a separate practitioner-services agreement, rather than a clean share sale.
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Every figure below is a typical Canadian deal-market pattern, not a valuation — use it to sanity-check what you're being told.
| Metric | Typical benchmark | Use this to |
|---|---|---|
| The RHPA ownership cap sets the structure | Non-physiotherapist ownership of a health-profession corporation is capped under the Regulated Health Professions Act, which is the main reason this sector defaults to an asset-plus-services-agreement structure rather than a share sale.† | Confirm early whether your intended ownership stake fits inside the RHPA cap before pricing the deal as a straight asset purchase. |
| Insurer and MVA billing mix | A clinic with a meaningful share of revenue from motor-vehicle-accident and insurer-funded billing carries different continuity risk than one running mostly on private-pay or extended-health clients.† | Separate MVA/insurer revenue from private-pay revenue before applying a valuation multiple. |
| Multidisciplinary mix | Clinics combining physiotherapy with other disciplines — massage, chiropractic, occupational therapy — under one roof tend to carry broader, more resilient revenue than a single-discipline practice.† | Weigh discipline mix as a diversification factor, not just a bigger headline revenue number. |
| Practitioner-services agreement quality | How the practitioner-services agreement is structured — term, fee split, and non-solicitation terms — affects how much of the clinic's ongoing clinical capacity the buyer is actually securing.† | Review the services agreement with the same scrutiny as the purchase price itself. |
The Regulated Health Professions Act caps non-physiotherapist ownership of a health-profession corporation, which is why most sales in this sector are structured as an asset and goodwill purchase alongside a separate practitioner-services agreement, rather than a share sale of the corporation itself.
Patient records transfer under the province's health-privacy rules for health information custodians — a distinct legal framework that applies regardless of how the deal itself is structured.
Where a clinic bills motor-vehicle-accident insurers, continuity of that billing relationship runs through Ontario's auto-insurance regulatory framework, and confirming it survives the change of ownership is a distinct diligence step, not an assumption.
The same sequence underlies almost every physiotherapy or rehab clinic deal — what changes from deal to deal is how long each step takes, and which one becomes the bottleneck.
Reaching an agreement
The offer sets price and key terms — for a physiotherapy or rehab clinic it should build in the conditions that actually matter from day one, not just financing.
usually 1–2 weeks†The APS fixes price, structure — asset or share — and closing date, plus the reps, warranties, and holdbacks that protect you if diligence turns up something different than promised.
1–3 weeks to negotiate†RHPA ownership rules, Patient records (PHIPA), MVA/insurer billing continuity, Practitioner-services agreement, Equipment all start moving at once, on separate clocks — this is usually where physiotherapy or rehab clinic deals are won or lost.
often the critical path†Getting to closing
Corporate, PPSA lien, and litigation searches confirm what you're actually buying; we chase down licence standing and records the seller doesn't always have to hand.
2–4 weeks, in parallel†Funds, keys, and signed documents change hands, alongside any inventory count and interim authorizations that bridge the gap until final transfers are confirmed.
1 day, once conditions are met†We track final licence confirmation and the staff transition through to completion — nothing is left for you to chase once the deal is done.
1–2 week tail†This is the first real decision in almost every physiotherapy or rehab clinic deal — and it changes what you're buying, what you're taking on, and how it's taxed.
| Question | Asset purchase | Share purchase |
|---|---|---|
| What you buy | The clinic's equipment, patient records, lease, and goodwill — the standard structure in this sector. | The shares of the corporation — uncommon, and only where the buyer's ownership fits within RHPA's non-physiotherapist ownership cap. |
| Ownership cap (RHPA) | Not directly applicable — the asset structure is precisely how this sector works around the ownership cap. | Non-physiotherapist ownership is capped; buyer eligibility must be confirmed against the current limit before proceeding. |
| Practitioner-services agreement | A separate agreement governs how the physiotherapist or clinicians continue to deliver care within the corporate structure. | Less commonly needed in a share structure, since the licensed owner continues operating directly. |
| Patient records (PHIPA) | Transferred under health information custodian rules, generally with patient notice. | Custodianship transfers with the corporation, still subject to the same rules. |
| MVA/insurer billing continuity | Billing relationships and provider numbers are re-established or confirmed for the new operating structure. | Generally continue with the corporation, subject to insurer notice requirements. |
| Tax angle | Buyer gets a stepped-up cost base on the assets acquired. | Seller may access the lifetime capital gains exemption on qualifying shares, where the structure is available. |
| Typical use in this sector | The default structure for the large majority of physiotherapy and rehab clinic sales. | Rare — used only where ownership genuinely fits within the RHPA cap. |
The clinic's equipment, patient records, lease, and goodwill — the standard structure in this sector.
The shares of the corporation — uncommon, and only where the buyer's ownership fits within RHPA's non-physiotherapist ownership cap.
Not directly applicable — the asset structure is precisely how this sector works around the ownership cap.
Non-physiotherapist ownership is capped; buyer eligibility must be confirmed against the current limit before proceeding.
A separate agreement governs how the physiotherapist or clinicians continue to deliver care within the corporate structure.
Less commonly needed in a share structure, since the licensed owner continues operating directly.
Transferred under health information custodian rules, generally with patient notice.
Custodianship transfers with the corporation, still subject to the same rules.
Billing relationships and provider numbers are re-established or confirmed for the new operating structure.
Generally continue with the corporation, subject to insurer notice requirements.
Buyer gets a stepped-up cost base on the assets acquired.
Seller may access the lifetime capital gains exemption on qualifying shares, where the structure is available.
The default structure for the large majority of physiotherapy and rehab clinic sales.
Rare — used only where ownership genuinely fits within the RHPA cap.
We tell you which structure fits — before you sign anything.
Different lists depending on which side of the deal you're on — both matter for how smoothly closing goes.
No open-ended hourly surprises — the cost is confirmed in writing before any work begins.
| Type of work | Fee | How it's confirmed |
|---|---|---|
| Straightforward purchase or sale | Starting from $3,388.87 Our charges · taxes included | Confirmed in writing once we see the agreement. |
| Larger or more complex deal | Quoted to scope | Short call → fixed written quote before any work begins. |
| Searches, filings & third-party fees | At cost | Itemized on your invoice, not marked up. |
A single-clinic physiotherapy practice with a modest patient base, selling under a straightforward asset-plus-services-agreement structure.
Start my file →A multidisciplinary or multi-location clinic, a practice with significant MVA/insurer billing, or a buyer whose ownership structure needs confirming against the RHPA cap first.
Book a consultation →Not sure which you are? That's our job to figure out, not yours. As a rough guide, most deals under a couple of million dollars are the first kind — above that, you're usually in Mergers & Acquisitions territory.
†Typical patterns across Canadian deals — not a quote or advice; every deal is confirmed on its own facts.
The Regulated Health Professions Act caps how much of a health-profession corporation a non-physiotherapist can own, which is different from the dental and medical model. Most sales work around that cap with an asset and goodwill purchase paired with a practitioner-services agreement instead.
It's the agreement that governs how the physiotherapist and other clinicians continue delivering care within your corporate structure after you buy the clinic's assets — since ownership rules limit your direct control of the licensed practice itself. Its terms are worth as much negotiation attention as the purchase price.
Clinics with meaningful MVA and insurer-funded billing carry a distinct continuity question — whether that billing relationship survives the change of ownership without a gap. That gets reviewed as its own diligence item, separate from the general financials.
Custodianship transfers under the province's specific rules for health information custodians, with patient notice handled as part of the sale. This applies the same way regardless of whether the deal is structured as an asset or share purchase.
Occasionally, but only where the buyer's ownership stake genuinely fits within the RHPA's cap on non-physiotherapist ownership — which rules it out for most outside or corporate buyers. The asset-plus-services-agreement structure is the default for good reason.
| Resource | Official link |
|---|---|
| College of Physiotherapists of Ontario RHPA ownership rules and standards of practice | Visit www.collegept.org |
| FSRA — auto insurance regulation MVA/insurer billing continuity | Visit www.fsrao.ca |
| Information and Privacy Commissioner of Ontario PHIPA and patient-record transfer | Visit www.ipc.on.ca |
Where we close physiotherapy or rehab clinic deals
Tell us about your physiotherapy or rehab clinic deal — we'll point you the right way and confirm the cost in writing before any work begins.