Professional Advisors · Accountants · Consultants · Corporate Service Providers · Regulated Practices

Professional advisors — corporate counsel for the practice itself.

Fauri Law advises accountants, consultants, fractional executives, corporate service providers, agencies and regulated practices on the corporate affairs of the practice itself, under Ontario and federal law: incorporation, the agreements between its owners, the client terms and privacy documentation it operates on, and its sale or succession.

ClientsThe practice, and the professionals who own it
LawOntario and federal
EngagementBegins with a consultation
Services

What the firm does for a practice.

Professionals advise companies throughout their working lives and frequently run their own on informal terms. A practice requires the same foundation its owners would require for a client: the right entity, an agreement among its owners, client terms and privacy documentation, the regulator’s and the insurer’s conditions, and provision for the day an owner leaves.

Incorporation

Incorporating the practice

An ordinary corporation for a consultancy or agency; a professional corporation, with the regulator’s certificate, for a regulated profession; a holding or management company alongside, prepared to the accountant’s plan. Name, share structure, minute book and registrations, completed once.

View Start a Company
Incorporation···
Ordinary or professional corporation
Regulator’s certificate of authorization
Holding or management company · to the accountant’s plan
Partners

The admission and departure of partners

A shareholders’ or partnership agreement among the professionals who own the practice: buy-in and buy-out, valuation, the consequences of death, disability or departure, and who retains the clients and the files when a partner leaves. Associate and cost-sharing agreements for those who share a practice without owning it.

View Shareholder Agreements
Owners’ agreement···
Buy-in, buy-out and valuation
Death, disability and departure
Clients and files on departure
Transactions

The sale or succession of a practice

An asset or share purchase, the goodwill and the client list, a transition period, the restrictive covenants that survive a sale, and the regulator’s approval where one is required. Or succession over time: a junior partner acquiring an interest in stages, on terms recorded before the first stage.

View M&A
Sale or succession···
Share or asset sale · with the accountant
Transition and covenants
Regulator’s approval where required
Client terms

Engagement letters and terms of service

An engagement letter or service agreement for every client, covering scope, fees, limitation of liability, ownership of deliverables, confidentiality and payment terms, prepared once and used consistently, and drafted to withstand a dispute over an invoice or a result.

View Commercial Transactions
People

Associates, locums, subcontractors and staff

Associate and locum agreements, subcontractor and service agreements, supervision arrangements where the regulator requires them, and employment terms for staff, with the distinction between an employee and a contractor drawn where Ontario law draws it.

View Commercial Transactions
Privacy

Patient and client information

A health practice is a custodian of personal health information under Ontario’s health privacy legislation; a consultancy or agency handles client information under federal privacy law. Consent, records, a privacy policy and terms of use for the website or client portal, and the steps required after a breach.

View IP & Technology
Fixed fees

Where a step is standard, a fixed fee.

A standard incorporation of an ordinary corporation is available at a fixed fee through Launch; a shareholders’ agreement among two or three owners of an ordinary corporation, with the share issuance and the assignment of intellectual property, through the Startup Kit; and employment, contractor and associate agreements through the Build a Team Kit. A professional corporation, which requires the regulator’s certificate of authorization, the agreements among the partners of a regulated practice, the sale of a practice and a holding or management structure are advisory work, scoped after the consultation.

Engagement

Clients, and how an engagement begins.

Most practices come to the firm with a new partner, a sale, a regulator’s letter, or an arrangement among the owners that has never been recorded in writing.

The firm
Corporate counsel familiar with professional practices
  • the firm works from the accountant’s plan, or, where the client is the accountant, from the client’s own, and prepares the documents that give it effect;
  • the regulator’s requirements for a professional corporation, a certificate of authorization or the sale of a practice are confirmed before anything is filed;
  • when a partner or associate leaves, the questions are who retains the clients, the files and the staff; the agreements answer them in advance;
  • privacy, data and regulatory conditions, including patient and client records, the regulator’s rules and the insurer’s requirements, are built into the documents rather than added afterwards.
Engagement begins with a consultation.

A description of the practice, its owners and what has prompted the inquiry: a new partner, a sale, a regulator’s letter, or an arrangement that has never been recorded in writing. Scope and fee are confirmed in writing after conflict review and before any work begins.

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SENIOR
COUNSEL
DEFINED
SCOPE
REGULATOR
CONFIRMED
ENGAGEMENT
LETTER
Clients
+Accountants and bookkeepers
+Consultants and fractional executives
+Corporate service providers and agencies
+Engineers, architects, health professionals and realtors in practice

A consultation request does not create a lawyer-client relationship; work begins after conflict review and written engagement terms. The firm’s practice is corporate and commercial. The tax design of a holding or management company is the accountant’s, and the firm prepares the documents that give it effect. Which professions may practise through a professional corporation, and on what conditions, is determined by each profession’s governing Act and regulator; the firm confirms the requirements before incorporating. A practice with recurring corporate questions is served as ongoing counsel.

Have questions?
Find answers.

Any more questions? Contact us Ready to begin? Book a Consultation A client past the startup stage? Established companies
Do I need a professional corporation, or will an ordinary corporation suffice?

It depends on the profession. A consultant, agency, fractional executive or corporate service provider incorporates an ordinary Ontario or federal corporation. A member of a regulated profession whose governing Act permits it practises through a professional corporation, which carries those words in its name, holds a certificate of authorization from the regulator, and has its shares held by members of the profession. A professional corporation does not limit professional liability; the firm confirms the regulator’s conditions before filing.

May a spouse or a non-professional hold shares in the practice?

In a professional corporation, generally not: the shares must be held by members of the profession, and directors and officers must be shareholders. The exception applies to physicians and dentists, whose family members may hold non-voting shares. Where the plan calls for income to reach family members or a holding company, the usual route is a separate management company alongside the practice, designed by the accountant and documented by the firm. An ordinary corporation has no such restriction.

My partner and I have never recorded our arrangement in writing. Where do we begin?

With the questions the agreement must answer: what each partner owns and contributes, how decisions are made, how a partner is admitted or bought out and at what valuation, what happens on death, disability or departure, and who retains the clients and the files if a partner leaves. Without an agreement, the statute decides those matters, and rarely in the way either partner would have chosen.

How is a practice sold?

The buyer acquires either the shares of the corporation or its assets: the goodwill, the client list, the contracts and the equipment. The choice is usually tax-driven and is made with the accountant first. The agreement then covers the price and its payment, a transition period, the covenants that survive the sale, and the regulator’s approval where one is required. A staged succession is the same transaction over a longer period.

Can the firm establish the holding or management company recommended by my accountant?

Yes. The accountant designs the structure and the firm documents it: the entities, the share terms, the management services agreement between the practice and the management company, and the intercompany arrangements that give the structure substance. The firm does not second-guess the tax advice, and identifies early where the documents cannot achieve what the plan assumes.

We are a medical or dental practice. What is different?

Three things. The corporation: a professional corporation with the college’s certificate of authorization and, for physicians and dentists, family members who may hold non-voting shares, which is where the management company and the accountant’s plan come into play. The people: associate, locum and staff agreements that determine who retains the patient relationships and the records when someone leaves. The information: the practice is a health information custodian, so consent, records, a privacy policy, portal terms and breach procedures are required documents.

I wish to refer a client rather than inquire about my own practice.

A summary of the client’s situation through the contact page, with the names of the other parties so that a conflict check can be completed first. The firm acts on the corporate matter and refers everything else back; it does not compete for the client’s tax, accounting or other work, and it neither pays nor accepts referral fees. The client engages the firm directly, on written terms.

Corporate counsel for the practice.

A description of the practice, its owners and what has prompted the inquiry is sufficient to begin. Every inquiry receives a reply within one business day.