Buying a Physiotherapy Clinic in Ontario: Every Owner Must Be a PT

Last updated 12 September 2026. Written by Jatin Dua, Broker of Record at RE/MAX Quantum Realty, 799 The Queensway, Etobicoke · Commercial & business purchases · 10 min read

Start with the ownership rule, because it decides whether your deal is possible

The mistake I see is a buyer who has agreed a price, engaged a lawyer, and only then discovers that the structure they had in mind is not available to them.

The College of Physiotherapists of Ontario regulates physiotherapy in this province, and it has published a plain answer on professional corporations: “only members of the same profession can be shareholders, officers or directors of a professional corporation.” For physiotherapy corporations, all owners must be physiotherapists. Non-physiotherapists cannot own one.

That sits on top of the general rule in the Business Corporations Act, which requires that “all of the issued and outstanding shares of the corporation shall be legally and beneficially owned, directly or indirectly, by one or more members of the same profession.”

Note how much tighter this is than some other health professions. Ontario pharmacy runs on a statutory majority test, which by its terms contemplates a minority non-pharmacist shareholder. Dentistry allows non-voting shares to be held by close family of a voting dentist shareholder and by trusts for their minor children. Physiotherapy, on the College’s own published wording, does neither. If you are not a physiotherapist, you do not own the professional corporation. Full stop.

The College itself publishes the workaround for outside capital

This is the part that surprises people, and it is worth quoting because it comes from the regulator rather than from a consultant.

In its published questions and answers on professional corporations, the College describes a separate practice management corporation that handles non-clinical functions such as leasing space and purchasing equipment. Of that corporation, the College says: “members of different health professions, non-health professionals and even family members can be shareholders.”

So the architecture that outside investors use in this sector is two entities, not one. A physiotherapy professional corporation owned entirely by physiotherapists, through which clinical services are provided, and a practice management corporation, which can be owned more broadly, holding the lease, the equipment, the administrative staff and the management agreement.

I am a broker and I do not design corporate structures. What I will tell you is that this is the College’s own description of the landscape, that the details — what the management corporation may and may not do, how fees are set, who controls clinical decisions — are for a health law lawyer and an accountant, and that you want that conversation to happen before you agree a price, not during closing. Bring them the College’s page.

The certificate of authorization, and the way it can be lost

Owning the corporation is one thing. Operating it lawfully is another.

The College is explicit: “all professional corporations are legally required to have a certificate of authorization issued by the College in order to practice. The certificate must be renewed annually.” Operating without one, in the College’s words, “is illegal.”

The published fees are a certificate of authorization application fee of $774 and an annual renewal fee of $283. Those numbers are small relative to the deal. The consequence attached to them is not: among the grounds on which the College may revoke a certificate of authorization is that “the corporation fails to notify the College of a change in shareholders.”

Read that carefully in the context of a purchase. A share transaction in a physiotherapy professional corporation is, by definition, a change in shareholders. The administrative step of telling the College about it is not a formality you handle when things settle down. It is a step whose omission is a listed ground for revoking the authorisation the corporation needs in order to practise at all.

What the College’s published material does not tell you

I would rather leave a gap open than fill it with a guess, so here are the two open questions on a physiotherapy clinic purchase that I cannot answer from published sources.

Whether a certificate of authorization survives a sale. The College’s published material does not address whether a certificate of authorization can be transferred or sold, or whether an existing certificate continues where the shareholders of the corporation change. Unlike the Ontario College of Pharmacists, which states outright that acquiring an existing pharmacy is equivalent to opening a new one, the College of Physiotherapists says nothing either way on the published pages. Do not assume continuity and do not assume a fresh application. Have your lawyer put the specific question to the College in writing and hold the answer as a condition.

The OHIP designated clinic question. If the clinic you are looking at bills OHIP as a designated physiotherapy clinic, whether that designation survives a change of ownership is something I could not confirm from any Ministry of Health source. That is not the same as saying it does not transfer — it means the answer is not published where I can verify it, and the amount of revenue potentially attached to it makes it the single most important thing to confirm directly with the Ministry before you are committed. If a seller tells you it transfers automatically, ask them to show you where the Ministry says so.

Both of those belong in your conditional period as written questions with written answers, not as assumptions.

Thirty days, and who has to tell whom

The College requires registrants to notify it of employment changes within 30 days.

On a clinic purchase that is a small administrative wave with a short fuse. Every physiotherapist whose employer changes has an individual obligation running from the change. The corporation does not discharge it for them. In practice this means a closing checklist item, a note to each registrant on the team, and somebody following up. It costs nothing and it is exactly the kind of thing that gets missed in the first fortnight after a transition, when everybody is busy learning the scheduling software.

Asset purchase or share purchase

An Ontario corporation is a separate legal person: the Business Corporations Act says it “has the capacity and the rights, powers and privileges of a natural person.” On a share purchase the corporation continues to own its assets and owe its liabilities, and only the shareholdings change. On an asset purchase you take the specific assets named in the agreement and leave the rest behind.

In physiotherapy the ownership rule pushes this decision harder than it does elsewhere. A share purchase of a professional corporation is only open to you if you are a physiotherapist. It is also the structure that triggers the College shareholder notification and the revocation risk described above. An asset purchase can be structured so the clinical assets land in a professional corporation and the non-clinical assets land elsewhere. Which is right on your file is a question for counsel and your accountant.

What a physiotherapy clinic sells for: nobody publishes it

I have looked for a credible Canadian primary source that publishes physiotherapy clinic sale values or multiples and there is not one. Not the College, not the Ministry, not a federal statistical agency. Unlike dentistry, where at least Canada-wide industry revenue per establishment is published by Innovation, Science and Economic Development Canada, I did not find even that benchmark for physiotherapy clinics.

So when somebody quotes you a multiple, they are quoting their own experience. That can be genuinely useful. It is not a published figure and you should not treat it as one, and you should be suspicious of anybody who presents it as though it were.

What gives you a defensible number is the clinic’s own data in the hands of a valuator who does this work: payer mix, treatment volumes, therapist retention, referral sources, the contracts, and the lease. That is the number I would want before I made an offer.

HST, goodwill and the section 167 election

Ontario HST is 13%. On a going-concern sale, the joint election under section 167 of the Excise Tax Act allows supplier and recipient to elect so that tax does not apply to the supply of the business, where the recipient is acquiring “ownership, possession or use of all or substantially all of the property that can reasonably be regarded as being necessary for the recipient to be capable of carrying on the business.” CRA reads “all or substantially all” as “generally 90% or more” of the fair market value of the necessary property. If the supplier is a registrant, the recipient must also be a registrant. The election is made jointly on Form GST44.

Two specifics worth knowing. HST does not apply to the part of the consideration reasonably attributed to goodwill where the conditions in section 167.1 are met, and CRA confirms that is so whether or not the election is filed. And three carve-outs survive the election, including a taxable sale of real property where the recipient is not a registrant — which matters if you are buying a clinic together with the building through an unregistered entity. My note on HST clauses in an Ontario agreement of purchase and sale covers how this lands in the paperwork. The election itself is your accountant’s call.

The therapists and the admin team come with the clinic

Section 9(1) of the Employment Standards Act, 2000 provides that if an employer sells a business or part of a business and the purchaser employs an employee of the seller, the employment “shall be deemed not to have been terminated or severed” and service with the seller “shall be deemed to have been employment with the purchaser” for any subsequent calculation of length of employment. “Sells” is defined to include “leases, transfers or disposes of in any other manner.” The only exception is section 9(2): the rule does not apply if you hire the employee more than 13 weeks after the earlier of their last day with the seller and the day of the sale.

So accumulated service arrives with the team. Statutory notice of termination runs up to eight weeks at eight years or more of service, and severance under section 64 is a separate entitlement where the employee had five years or more and either 50 or more employees are severed within six months on a permanent discontinuance, or the employer has a payroll of $2.5 million or more. Severance is capped at 26 weeks’ regular wages. Those are statutory minimums only; common law reasonable notice is a separate question for an employment lawyer. If you intend to restructure the team, get the seller’s service dates and payroll records and price it into the offer.

If you are financing it, goodwill is capped hard

Under the Canada Small Business Financing Program, a borrower and related borrowers can take up to $1,000,000 in term loans, of which a maximum of $500,000 is for purposes other than real property the borrower owns, and inside that, a maximum of $150,000 for intangible assets and working capital. The Guidelines list “goodwill if part of a going concern purchase” as an intangible asset, so financeable goodwill sits inside the $150,000 sub-limit. A $150,000 line of credit for working capital sits above the term ceiling. Gross annual revenue must not exceed $10 million, and a holding corporation is not an eligible borrower — worth checking if your structure contemplates one.

The Guidelines also expect the agreement to “set out the allocation of the purchase price for each of the assets listed in the agreement.” That allocation drives tax, HST and loan eligibility simultaneously. Draft it on purpose.

How I sequence a clinic purchase

Structure question first, and specifically: are you a physiotherapist, and if not, what does your lawyer say about the two-corporation architecture the College describes. That answer changes the shape of everything downstream.

Then the lease, because a clinic is a fit-out in somebody else’s building and the assignment clause can end the conversation. I use a lease review condition so the review happens on the real document with a way out. Then the two written questions to the College and the Ministry — certificate continuity and, if it applies, the OHIP designation. Then operational diligence and staff service dates. Then close, with the College notification and the registrants’ 30-day notifications already scheduled.

Sources

• College of Physiotherapists of Ontario — Answering your questions about professional corporations
• College of Physiotherapists of Ontario — Registrant information and fees
• College of Physiotherapists of Ontario — Opening a Practice Checklist
• College of Physiotherapists of Ontario — About the College
• Ontario e-Laws — Business Corporations Act, R.S.O. 1990, c. B.16
• Ontario e-Laws — Employment Standards Act, 2000, S.O. 2000, c. 41
• Canada Revenue Agency — GST/HST Memorandum 14-4, Sale of a Business or Part of a Business
• Innovation, Science and Economic Development Canada — Canada Small Business Financing Program Guidelines

This is general professional commentary from a Broker of Record on commercial and business acquisitions in Ontario. It is not legal, tax or accounting advice, and it does not create any professional relationship. Whether a licence transfers, how a purchase should be structured, what tax applies and what a regulator will require on your particular file are questions for your lawyer, your accountant and the regulator itself. Rules, fees and published requirements change — verify anything you intend to rely on against the primary source on the day you rely on it.