NEWFOUNDLAND AND LABRADOR REGULATION 97/05

Short title

1. These regulations may be cited as Professional Optometric Corporations Regulations.

Definitions

2. In these regulations

(a) "board" means the Newfoundland and Labrador Optometric Board;

(b) "corporate licence" means a licence issued under section 18 of the Act permitting a corporation to provide the services of an optometrist; and

Application for registration

3. (1) An application for registration of a professional optometric corporation shall be made to the registrar in the form set by the board.

(2) An applicant, in addition to the requirements in section 17 of the Act, shall

(a) provide to the registrar a certified copy of the articles of incorporation of the corporation to be registered;

(b) provide evidence satisfactory to the registrar that the corporation meets the requirements of the Act and these regulations about corporate names; and

Corporate name

4. (1) The name of a professional optometric corporation shall contain

(a) the surnames, or the surnames and a combination of the given names or initials and professional designations, of one or more practitioners who hold voting shares in the corporation or who are practising optometry as an employee of or on behalf of the corporation; and

(b) the words "Optometry Corporation" or words with a similar meaning together with the names referenced in paragraph (a) or together with words establishing a geographic location or area of practice.

(2) The name of a corporation shall not include information other than that permitted or required in subsection (1).

Grounds to refuse registration

5. The registrar may refuse an application for registration or to amend a corporation's entry in the register where, in the opinion of the registrar

(a) the name is inaccurate or may be misleading;

(b) the name expresses or implies superiority of qualifications, experience or education over that of another practitioners; or

(c) the name would tend to bring the optometric profession into disrepute or otherwise is objectionable in light of professional standards of practice and ethics.

Extra-provincial corporation

6. A professional optometric corporation registered and licensed in another jurisdiction may be registered in the corporate register where the corporation establishes that

(a) the corporation is registered as an extra-provincial corporation under the Corporations Act; and

(b) the corporation has complied with all other requirements for registration set out in an agreement entered into between the board and an optometric regulatory body, association or other body having responsibility for the registration and licensing of professional optometric corporations in the other jurisdiction as provided for in subsection 17(4) of the Act.

Corporate licence

7. An application by a corporation that has been registered in the corporate register for a license or renewal of a license to provide the service of an optometrist in the province shall be made to the registrar in the form set by the board.

Expiration or revocation of licence

8. (1) Where a corporate license expires without renewal or is revoked under section 19 of the Act, the registrar shall promptly

(a) enter on the corporate registry a memorandum with respect to the expiry or revocation of the licence; and

(b) notify the professional optometric corporation, all licensed practitioners practising optometry as employees of or on behalf of the corporation, and other parties that the registrar considers appropriate, that the licence of the corporation has expired or has been revoked.

(2) Upon expiry of a corporate licence without renewal, or the revocation of a licence under section 19 of the Act, the registrar shall determine whether the corporation is entitled to apply for a new licence and may set conditions under which the licence shall be issued.

(3) A new licence shall not be issued unless an application for a corporate licence is made in accordance with the Act and these regulations and the registrar is satisfied that he corporation has complied with all the conditions applicable to the licence.

Payment of fees

9. (1) The fee for registration of a professional optometric corporation shall be paid not later than the entry of the corporation in the corporate register.

(2) The fees for issuance and renewal of a corporate licence shall be paid not later than the issuance or renewal of the licence.

Liability for fees

10. A professional optometric corporation is jointly liable for the payment of the annual licensing fee in respect of each practitioner holding voting shares in the corporation and each practitioner practising optometry as an employee of or on behalf of the corporation.

Annual practitioner's fees

11. (1) A practitioner is not liable to pay an annual licensing fee for a year for which the corporation has paid his or her annual licensing fee.

(2) Where a practitioner paid an annual licensing fee before acquiring voting shares in a professional optometric corporation, or before practising optometry as an employee of or on behalf of the corporation, the corporation is not liable to pay the practitioner's annual licensing fee for the year for which he or she has paid the fee.

Notification of change of information

12. (1) A professional optometric corporation shall advise the registrar of a change in the information provided in or with an application for registration or a corporate license, or an application for renewal of a licence, in the form of notice of change approved by the registrar, within 15 days of the change, and shall pay the fee set by the board.

(2) Where a change includes a change in the name of a corporation registered under the Act, the corporation shall also file with the registrar a certified copy of the amended articles changing the corporate name.

(3) A corporation ceases to be eligible for registration on the corporate register and its corporate licence may be revoked under section 19 of the Act if the corporation fails to provide the registrar with the notice of change described in subsection (1) within the required time.

Change of corporation's name

13. (1) Where the name of a corporation has been changed and the conditions set out in section 12 have been met, the registrar shall register the new corporate name in the corporate register, where the corporation satisfies the registrar that all the requirements set out under section 4 have been met.

(2) Where a corporate name has been changed and the new name registered in the corporate registry, the registrar, on application by the corporation, shall issue a new corporate licence in the new corporate name provided that the corporation continues to meet the requirements for licensing in the Act and the regulations.

(3) A corporation shall provide the services of an optometrist under the name of the corporation as it appears on the corporate register.

Signatures of practitioners

14. All applications, notices and other documents submitted to the registrar on behalf of a professional optometric corporation shall be signed by all of the practitioners who are directors or shareholders of the corporation.

Requirements on corporations

15. A professional optometric corporation shall

(a) maintain current financial records in accordance with generally accepted accounting principles;

(b) prepare a financial statement at the end of each fiscal year;

(d) maintain, in accordance with generally accepted business standards, records with respect to its employees; and

(e) maintain other records required under the Corporations Act.

Corporate register

16. (1) The registrar shall maintain the corporate register required under section 17 of the Act which shall contain the following:

(a) registration number;

(b) incorporation number;

(i) incorporation,

(ii) registration and re-registration,

(iii) issuance of the original corporate license and each renewal of it, and

(iv) re-issuance of a corporate license;

(d) registered address of incorporation;

(e) date and reason for a corporation's removal from the register;

(f) date and reason for a cancellation or suspension of a corporate license;

(g) list of optometric offices of the corporation;

(h) list of directors of the corporation and information concerning the directors including

(i) name and residential address,

(ii) registration number from the register, and

(iii) date of registration on the register;

(i) list of all persons holding voting shares in the corporation and information with respect to each voting shareholder including

(i) name and residential address,

(ii) the number and class of voting shares held by each person,

(iii) the terms, conditions and restrictions applicable to the voting shares, and

(iv) the shareholder's registration number from the register and date of registration on the register;

(j) a list of all persons holding non-voting shares in the corporation and information with respect to each non-voting shareholder including

(i) name and residential address,

(ii) the number and class of non-voting shares held by each person, and

(iii) the terms, conditions and restrictions applicable to the non-voting shares;

(k) information concerning the persons who will be practising optometry as employees of or on behalf of the corporation including

(i) name and residential address,

(ii) registration number from the register, and

(iii) date of registration on the register; and

(l) other particulars that may be directed by the board or as the registrar considers appropriate.

(2) All corporations registered under section 17 of the Act shall be assigned a registration number of a composition and sequence to be determined by the board.

Giving notice

17. (1) A notice required to be given to a professional optometric corporation, or to a director, shareholder or employee of a corporation, under the Act or these regulations shall be given by personal service or by prepaid registered mail to the last address filed with the registrar with an application for registration or a notice of change.

(2) Where notice of an act or thing is required to be given to the registrar or to the board under the Act or these regulations, it shall be by writing by prepaid registered mail posted in Canada addressed to the registrar at the board's office address.