C-26, r. 291.02 - Regulation respecting the practice of members of the Ordre des travailleurs sociaux et des thérapeutes conjugaux et familiaux du Québec within a partnership or a joint-stock company

Updated to 1 November 2020

This document has official status.

chapter C-26, r. 291.02

Regulation respecting the practice of members of the Ordre des travailleurs sociaux et des thérapeutes conjugaux et familiaux du Québec within a partnership or a joint-stock company

Professional Code

(chapter C-26, s. 93, pars. g and h, and s. 94, 1st par., subpar. p).

DIVISION I TERMS AND CONDITIONS FOR PRACTISING

O.C. 98-2020, Div. I.

1. Members of the Ordre des travailleurs sociaux et des thérapeutes conjugaux et familiaux du Québec may carry on professional activities within a joint-stock company or a limited liability partnership referred to in Chapter VI.3 of the Professional Code (chapter C-26), subject to the following conditions:

(1)  more than 50% of the voting rights attached to the company shares or partnership units are held by the following persons or trust patrimonies or combination of persons or trusts:

(a)  a member of the Order, of another order or of a social work or marital and family therapy regulatory body of another Canadian province or territory;

(b)  a joint-stock company where 100% of the voting rights attached to the shares are held by at least one of the persons referred to in subparagraph a;

(c)  a trust where all trustees are persons referred to in subparagraph a;

(2)  a majority of the directors of the board of directors of the joint-stock company or, as the case may be, the partners of the limited liability partnership or its directors are persons referred to in subparagraph a of paragraph 1;

(3)  to constitute a quorum for a meeting of the board of directors of a partnership or joint-stock company, a majority of the members present must be persons referred to in subparagraph a of paragraph 1;

(4)  the articles of the joint-stock company or the contract of the limited liability partnership must provide

(a)  the conditions listed in paragraphs 1 to 3;

(b)  a statement that the joint-stock company is established in order to carry on professional activities; and

(c)  the conditions to transfer company shares or partnership units in the event of the death, disability, striking off, or bankruptcy of one of the persons referred to in subparagraph a of paragraph 1.

O.C. 98-2020, s. 1.

2. A member who is struck off the roll for more than 3 months or whose permit has been revoked may not, during the period of the striking off or revocation, directly or indirectly hold any share or unit in the partnership or joint-stock company.

The member may also not be a director, officer or representative of the partnership or joint-stock company during that period.

O.C. 98-2020, s. 2.

3. To carry on professional activities within a partnership or joint-stock company, a member must provide the Order with the following documents, accompanied by the fees payable prescribed by the Order’s board of directors:

(1)  a sworn declaration completed on the form provided by the Order containing the following information:

(a)  the partnership or joint-stock company name and any other names used in Québec by the partnership or joint-stock company within which the member carries on professional activities, and the registration number assigned to it by the competent authority;

(b)  the legal form of the partnership or joint-stock company;

(c)  in the case of a joint-stock company:

i.  the address of the head office of the company and the addresses of its establishments in Québec;

ii.  the names of the shareholders referred to in paragraph 1 of section 1, their percentage of shares with voting rights, the Order or the regulatory body of which they are members, if applicable, and their permit number;

iii.  the names of the directors of the joint-stock company and, if applicable, the Order or the regulatory body of which they are members, and their permit number;

(d)  in the case of a limited liability partnership:

i.  the addresses of the establishments of the partnership in Québec, specifying the address of its principal establishment;

ii.  the names of the partners referred to in paragraph 1 of section 1, their percentage of partnership units, the Order or the regulatory body of which they are members, if applicable, and their permit number;

iii.  the names of the partnership’s managers, and, if applicable, the Order or the regulatory body of which they are members, and their permit number;

(e)  the member’s name, permit number, and status within the partnership or joint-stock company;

(f)  an attestation that the holding of shares or units, the rules of administration of the partnership or joint-stock company, and the articles of the joint-stock company or the contract of the limited liability partnership comply with the conditions set out in this Regulation;

(2)  an insurance certificate indicating that the partnership or joint-stock company has complied with the security requirements as provided in Division III;

(3)  an irrevocable written authorization from the partnership or joint-stock company within which the member carries on professional activities allowing a person, committee, disciplinary body or tribunal referred to in section 192 of the Professional Code (chapter C-26) to require disclosure of and obtain any document listed in section 9 from a person or a copy thereof.

O.C. 98-2020, s. 3.

4. Members must

(1)  update and provide the Order with the declaration provided for in paragraph 1 of section 3, accompanied by an insurance certificate indicating that the partnership or joint-stock company has complied with the security requirements as provided in Division III and by the fees payable prescribed by the Order’s board of directors, before March 31 of each year; and

(2)  promptly notify the Order of any change in the security prescribed in Division III or in the information given in the declaration provided for in paragraph 1 of section 3 that would compromise compliance with the conditions set out in this Regulation.

O.C. 98-2020, s. 4.

5. If members become aware that one of the condition set out in this Regulation or in Chapter VI.3 of the Professional Code (chapter C-26) is no longer met, they must, within 15 days, take the necessary measures to comply, failing which members are no longer authorized to carry on their activities within the partnership or joint-stock company.

O.C. 98-2020, s. 5.

DIVISION II REPRESENTATIVE

O.C. 98-2020, Div. II.

6. If number of members carry on professional activities within the same partnership or joint-stock company, a representative must be designated to act on their behalf in order to comply with the terms and conditions provided for in sections 3 and 4.

The representative must ensure the accuracy of the information provided to the Order.

The representative must reply to requests made by a representative of the Order and provide, where applicable, the documents that the members are required to submit.

The representative must be a member of the Order who carries on professional activities in Québec within the partnership or joint-stock company and be a partner or a director and shareholder.

O.C. 98-2020, s. 6.

DIVISION III PROFESSIONAL LIABILITY COVERAGE

O.C. 98-2020, Div. III.

7. In order to practise within a partnership or joint-stock company, members must furnish and maintain, for that partnership or joint-stock company, by an insurance contract or by participating in a group insurance contract entered into by the Order, security against the liability that the partnership or joint-stock company may incur as the result of a fault on the part of the members committed while carrying on the profession.

O.C. 98-2020, s. 7.

8. The security must include the following minimum conditions:

(1)  an undertaking by the insurer to pay in lieu of the partnership or joint-stock company any sum that the partnership or joint-stock company may be legally bound to pay to a third person on a claim filed during the coverage period and arising from fault on the part of the member committed while carrying on the profession;

(2)  an undertaking by the insurer to take up the cause of the partnership or joint-stock company and defend it in any legal claim against it and to pay, in addition to the amounts covered by the security, all legal costs against the partnership or joint-stock company, including the costs of the inquiry and defence, and the interest on the amount of the security;

(3)  an undertaking by the insurer that the security extends to all claims submitted against the partnership or joint-stock company in the 5 years following the year the members cease to maintain it;

(4)  an amount of security, regardless of the number of members of the Order in the partnership or joint-stock company, of at least $2,000,000 per claim and at least $2,000,000 for all claims filed against the partnership or joint-stock company during a 12-month coverage period;

(5)  an undertaking by the insurer to provide the secretary of the Order with a 30-day notice prior to any cancellation or amendment to the insurance contract if the amendment affects a condition set out in this section or to any non-renewal of the contract.

O.C. 98-2020, s. 8.

DIVISION IV ADDITIONAL INFORMATION

O.C. 98-2020, Div. IV.

9. The documents that may be required pursuant to paragraph 3 of section 3 are the following:

(1)  if the member carries on professional activities within a joint-stock company:

(a)  an attestation from a competent authority that the joint-stock company exists;

(b)  an up-to-date register of the articles and by-laws of the joint-stock company;

(c)  an up-to-date register of the shares of the joint-stock company;

(d)  an up-to-date register of the shareholders of the joint-stock company;

(e)  an up-to-date register of the directors of the joint-stock company;

(f)  any shareholders’ agreement and voting agreement and amendments;

(g)  the declaration of registration of the joint-stock company and any update;

(h)  a complete and up-to-date list of the joint-stock company’s principal officers and their home addresses;

(2)  if the member carries on professional activities within a limited liability partnership:

(a)  where applicable, a certified true copy of the declaration from the competent authority indicating that the general partnership has been continued as a limited liability partnership;

(b)  the declaration of registration of the partnership and any update;

(c)  the partnership agreement and amendments;

(d)  an up-to-date register of the partners of the partnership;

(e)  where applicable, an up-to-date register of the directors of the partnership;

(f)  a complete and up-to-date list of the partnership’s principal officers and their home addresses;

(3)  an attestation that the partnership or joint-stock company is registered in Québec;

(4)  an attestation that the partnership or joint-stock company maintains an establishment in Québec.

O.C. 98-2020, s. 9.

DIVISION V FINAL PROVISIONS

O.C. 98-2020, Div. V.

10. (Omitted).

O.C. 98-2020, s. 10.

REFERENCES

O.C. 98-2020, 2020 G.O. 2, 540