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Legal counsel for doctors and their practices
Incorporating, contracting, partnering, buying or selling — Affinity Law handles the full transactional and corporate side of your medical practice across the GTA.
From incorporating a Medicine Professional Corporation and reviewing your first physician contract to structuring a group clinic or a practice sale, we protect your interests and coordinate with your accountant and lender. We handle the business side of medicine — not CPSO complaints or malpractice.
- Medicine Professional Corporations (MPCs) & incorporation
- Buying, selling & transitioning a medical practice
- Physician, associate & locum agreement review
- Employment agreements & workplace law for your staff
- Clinic leases, premises & practice financing
- Medical directorships, group practice & succession
The key facts, in one place
The rules every incorporating physician should know — the same facts we build every MPC and contract review around.
Your MPC must hold a CPSO Certificate of Authorization before it can practise, renewed annually.
An MPC must be an Ontario corporation — a federal or out-of-province company must be continued into Ontario first.
All voting shares are held by the physician; only immediate family may hold non-voting shares.
Once set up, your OHIP and other billings can flow through the corporation.
Transfer your existing practice and goodwill into your MPC on a tax-deferred basis.
Most incorporations and contract reviews are quoted up front, so you know the cost.
Legal support for every stage of a medical career
Medicine is a profession and a business at once. We act for physicians at every stage — incorporating, signing physician and locum contracts, taking on staff, forming or joining a group practice, leasing space, arranging financing and eventually selling or winding down — always on the transactional, corporate and tax-structuring side, coordinated with your accountant and lender. We do not handle CPSO complaints, discipline or medical malpractice.
We regularly act for
Everything a doctor needs on the business side
Nine areas — from incorporating and your first physician contract to group practice, clinic deals and succession — handled by lawyers who do medical and professional-corporation work every week.
Medicine Professional Corporations (MPC)
Incorporating a Medicine Professional Corporation is the most common first legal step for a practising physician — it enables tax deferral, income planning and a more flexible structure for your billings. Incorporating in Ontario means preparing the articles of incorporation, registering with the Ontario Business Registry, adopting a CPSO-compliant share structure, and obtaining a Certificate of Authorization from the College of Physicians and Surgeons of Ontario (CPSO). We handle the whole process end to end, on a flat fee, and coordinate with your accountant. An MPC does not shield a physician from personal malpractice liability, and we structure it with that in mind.
- Incorporation, done properly — articles of incorporation, Ontario Business Registry filing and CPSO-compliant naming.
- Certificate of Authorization — the CPSO authorization your corporation needs to practise, plus annual renewals.
- Tax deferral & income splitting — retain income at the lower corporate rate; family shares where the TOSI rules allow.
- OHIP billing through your MPC — structuring so your billing number and payments flow correctly to the corporation.
Buying a Medical Practice
Buying a family practice, walk-in clinic or specialist practice is a significant investment, and the legal issues run deeper than a standard business purchase. We run the transaction end to end — letter of intent, due diligence, the purchase agreement, your corporation, financing and the lease — and address the medicine-specific pieces: transfer of the patient roster and records, OHIP billing continuity, staff, and restrictive covenants — so you close cleanly and protect what you are paying for.
- Asset vs. share purchase — structured with your accountant for the right tax and liability outcome.
- Due diligence — financials, lease, equipment, staff and physician agreements, and PHIPA-compliant patient records.
- Roster, records & OHIP — patient-record transfer, roster continuity and billing transition handled correctly.
- Protecting your investment — reps, warranties, holdbacks and non-competes, with financing conditions aligned to the deal.
Selling a Medical Practice or Transition
Whether you are retiring, relocating, or transitioning to a group or corporate operator, we structure your exit to protect your after-tax proceeds and limit your ongoing liability. We negotiate the agreement in your favour, handle the PHIPA-compliant transfer of patient records, and manage staff and the lease — so you hand over cleanly. A share sale may let you access the lifetime capital gains exemption; we plan the structure with your accountant.
- Share vs. asset sale — structured to shelter more of the gain where the capital gains exemption applies.
- Patient records & PHIPA — compliant transfer or custodianship of records and roster, with notice and consent.
- Protecting the seller — reasonable reps, limited indemnities and fair restrictive covenants if you keep practising.
- Staff, lease & wind-down — employee transfer, lease assignment and an orderly transition to closing.
Associate & Locum Agreements
Your contract sets your income, your obligations and where you can practise next. We review and negotiate physician employment, associate, locum and independent-contractor agreements for the physician, and draft clear, enforceable agreements for clinics and groups. These agreements are highly negotiable, even when presented as “standard,” and small differences in wording carry real financial weight.
- Compensation & billing split — fee-for-service splits, overhead, and how OHIP and third-party billings are shared.
- Restrictive covenants — non-competes and non-solicits that can dictate where and when you practise next.
- Term & termination — notice, cause, call obligations, and what happens to patients on exit.
- Employee vs. independent contractor — structured to match how you actually work, avoiding tax and CPP/EI exposure.
Partnership, Cost-Sharing & Group Practice
When physicians practise together — in a cost-sharing arrangement, a partnership, or a group medical corporation — a clear agreement on money, decisions, billings and exits prevents the disputes that fracture practices. We choose the right structure and draft agreements that hold up, so the relationship is defined before there is ever a disagreement.
- Cost-sharing — physicians share overhead and staff but keep their own billings and patients.
- Partnership / group corporation — shared profits and governance, with buy-in, buy-sell and valuation defined.
- Billing & overhead allocation — clear rules for OHIP billings, third-party income and shared expenses.
- The ‘what ifs’ — departure, disability, retirement and deadlock, agreed while everyone is aligned.
Clinic Leases & Real Estate
A medical clinic lease is one of your most valuable and riskiest contracts, drafted to protect the landlord, and a clinic often involves significant build-out. We review every clause, negotiate the terms that matter, and secure the assignment rights you will need if you sell or move. Where you are buying your premises rather than leasing, we also handle the commercial real estate purchase and coordinate financing.
- Base rent & TMI — how taxes, maintenance and insurance are calculated, and whether you can audit or cap them.
- Renewals, TI allowance & use clauses — protecting your build-out and your right to practise medicine on site.
- Demolition clauses & personal guarantees — serious risks we work to limit, cap or remove.
- Assignment or purchase — the right to assign to a buyer, or buy the premises outright, secured up front.
Employment Agreements & Workplace Law
Your practice is also an employer. We draft and review employment agreements, offer letters and workplace policies for your nurses, medical office assistants and administrative staff — and handle terminations, severance and Employment Standards Act (ESA) compliance, so a routine staffing issue doesn’t turn into a costly claim. We act for the practice as the employer, in plain language you can use day to day.
- Employment agreements & offer letters — clear terms, probation, confidentiality and non-solicitation that hold up in Ontario.
- Employee vs. independent contractor — correct classification for staff, nurses and locums to avoid tax and ESA exposure.
- Termination & severance — ESA and common-law entitlements handled correctly, with proper notice and releases.
- Workplace policies — ESA, workplace harassment/violence and AODA policies, kept current as the law changes.
Estate, Succession & Tax Planning
Your practice and your corporation are likely among your largest assets, and planning for them protects your family and your after-tax proceeds. We prepare wills and powers of attorney built around a physician who owns a corporation, integrate your estate plan with your MPC, and structure succession — whether you wind down, pass the practice on, or sell. Where it fits, we implement estate freezes, family trusts and section 85 rollovers alongside your accountant to manage tax on a future transfer or sale.
- Wills & powers of attorney — tailored to a physician who owns a corporation and a practice.
- Succession & wind-down — passing on, selling, or closing a practice tax-efficiently and compliantly.
- Estate freezes & family trusts — lock in today’s value and bring family in, with your accountant.
- Section 85 rollovers & reorganizations — restructure your MPC and holding company ahead of a sale.
Directorships, Clinics & Corporate Medicine
Corporate operators, clinic networks and telemedicine companies increasingly contract with physicians — as medical directors, associates or partners. These arrangements, and Independent Health Facility (IHF) and clinic structures, come with sophisticated agreements built for the operator: management-services terms, earn-outs, exclusivity and restrictive covenants that can bind you for years. We review and negotiate them so you understand exactly what you are signing and protect your independence, income and exit.
- Medical directorship agreements — scope, compensation, liability and independence, negotiated in your favour.
- Joining a clinic group or telemedicine platform — associate or partner terms and how long you are locked in.
- Clinic & IHF structuring — setting up or restructuring a clinic, including ownership and management arrangements.
- Independence & exit — protecting your clinical autonomy, your billings and your ability to leave.
Medical practice financing, coordinated with your deal
Most clinic acquisitions and build-outs are financed, and physician-focused lenders each have their own conditions, security and covenants. We make sure your practice loan or financing lines up with the purchase agreement — so conditions, security, guarantees and closing deliverables all fit together and nothing derails your closing. We work alongside your lender, accountant and advisor to keep the legal, tax and financing threads moving in parallel.
- Acquisition financing
- Build-out & equipment loans
- Lender condition review
- Security & guarantees
- Refinancing on a sale
A clear path from first call to closing
Consultation
We learn your goal — buy, sell, incorporate, partner or lease — and map the legal, tax and financing pieces.
Structure & diligence
We settle asset-vs-share, run due diligence and searches, and coordinate with your accountant, valuator and lender.
Negotiate & document
We negotiate and draft the agreements that protect your goodwill, income and exit — in plain language.
Close
We manage conditions, the lease, records and financing through to a clean, on-time closing.
The issues that actually move value in a medical deal
Restrictive covenants, patient roster and record transfer, OHIP billing continuity, accounts receivable, lease assignment, PHIPA compliance and the asset-vs-share tax decision — these are the terms that decide how a physician transaction turns out. We identify them early and resolve them alongside your accountant and lender, so the deal is structured correctly and closes cleanly, on time.
Flat-fee options, agreed before we start
Most medical incorporations and many transactions can be handled on a flat or quoted-fee basis, agreed before work begins. We explain scope, process and next steps up front, so you can plan around predictable legal costs — with no surprises at closing.
Discuss Fees During Your ConsultationPhysician & MPC law glossary
Plain-language definitions of the terms behind incorporating and running a medical practice.
- Medicine Professional Corporation (MPC)
- An Ontario corporation through which a physician practises medicine, used mainly for tax deferral and income planning.
- Certificate of Authorization
- The authorization from the College of Physicians and Surgeons of Ontario (CPSO) that a physician's corporation must hold before it can practise, renewed annually.
- CPSO
- The College of Physicians and Surgeons of Ontario — the regulator that governs physicians and authorizes Medicine Professional Corporations.
- OHIP billing
- Billing the Ontario Health Insurance Plan for insured services; once an MPC is set up, these billings can flow through the corporation.
- TOSI
- The tax on split income rules, which limit income splitting with family members through a corporation.
- Section 85 rollover
- A tax provision that lets a physician transfer an existing practice, goodwill or assets into an MPC on a tax-deferred basis.
- Estate freeze
- A reorganization that locks in the current value of your corporation for you and shifts future growth to family or a trust, for tax planning.
- Locum
- A physician who temporarily covers another physician's practice; locum arrangements are documented by a locum agreement.
- Restrictive covenant
- A non-compete or non-solicitation clause in a physician or associate agreement that can limit where and when you practise next.
- PHIPA
- Ontario's Personal Health Information Protection Act, which governs how patient records and health information are handled and transferred.
Physician legal FAQs — Ontario
Should a physician incorporate, and what is a Medicine Professional Corporation (MPC)?
An MPC is an Ontario corporation through which a physician practises medicine, used mainly for tax deferral and income planning. It lets you retain earnings at the lower corporate rate and can support income splitting within limits. Whether it makes sense depends on your income, spending and goals — we set it up and coordinate the tax planning with your accountant.
Do I need a Certificate of Authorization from the CPSO?
Yes. Before your corporation can practise medicine it must hold a Certificate of Authorization from the College of Physicians and Surgeons of Ontario (CPSO), and it must be renewed annually. We handle the application, the compliant share structure and the renewals as part of incorporation.
How do I incorporate a medical practice in Ontario?
Incorporating means preparing your articles of incorporation, registering with the Ontario Business Registry, adopting a CPSO-compliant share structure, and obtaining a Certificate of Authorization from the CPSO. We handle the entire process, usually on a flat fee, coordinated with your accountant.
Can I use a federal or out-of-province corporation as my MPC?
No — a Medicine Professional Corporation must be an Ontario corporation. If you already have a federal or out-of-province company, it can be continued (transferred) into Ontario and then set up as an MPC. We handle the continuance and the CPSO Certificate of Authorization together.
Who can own shares in my Medicine Professional Corporation?
All of the voting shares must be held by you, the physician (a CPSO member). Only your immediate family members — spouse, children and parents — may hold non-voting shares, which can support income splitting within the tax rules. Holding companies cannot own shares in an MPC. We structure the shares to stay compliant while giving you planning flexibility.
Can I practise or advertise under a clinic or brand name?
Your MPC's legal name must include your name and the words “Medicine Professional Corporation.” To operate or advertise under a clinic or brand name, you register a separate business (trade) name, which is disclosed to the CPSO. We set up the corporation and the trade-name registration together.
Can I transfer my existing practice into my new MPC?
Yes. Where you already have goodwill, equipment or other practice assets, we can use a section 85 rollover so the transfer into your MPC defers the capital gain rather than triggering tax, coordinated with your accountant.
Can I bill OHIP through my professional corporation?
Yes — once your MPC holds a Certificate of Authorization and your billing arrangements are set up correctly, your OHIP and other billings can flow through the corporation. We make sure the incorporation, billing number and payment arrangements line up so nothing is disrupted, and we coordinate the mechanics with your billing provider and accountant.
Can I income-split with my MPC using family shares?
In some circumstances family members can hold shares in an MPC, which may support income splitting — but this is limited by the tax on split income (TOSI) rules and by CPSO share-structure requirements. Whether it makes sense depends on your situation, so we structure it with your accountant.
Can a non-physician own a medical practice or MPC in Ontario?
Ownership and control of a Medicine Professional Corporation is restricted — voting shares must be held by the physician (with family members permitted to hold shares only within the College's rules). A non-physician generally cannot own or control a medical practice. We structure ownership so your practice stays compliant.
Do I need a lawyer to buy or sell a medical practice?
Yes. A medical practice transaction combines corporate, tax, employment, real estate and privacy law with medicine-specific issues — patient roster and record transfer, OHIP billing continuity, restrictive covenants and lease assignment. A generic business agreement rarely protects a physician properly on either side.
Should the deal be an asset sale or a share sale?
Buyers often prefer an asset purchase to step up values and avoid historic liabilities; sellers often prefer a share sale because the gain may qualify for the lifetime capital gains exemption. We work through the trade-offs with you and your accountant before anything is signed.
How is a medical practice valued?
Valuation depends on the type of practice — a roster-based family practice, a walk-in clinic and a specialist practice are valued differently, based on billings, patient base, staff, equipment and lease. We do not perform valuations, but we coordinate with your valuator so the agreed price and adjustments are documented correctly in the deal.
Should I have my physician, associate or locum contract reviewed before I sign?
Yes — usually for a modest flat fee. These contracts set your compensation and your restrictive covenant, which can dictate where and when you practise next. We flag the terms that carry real financial weight — billing splits, call obligations, termination and non-competes — and negotiate them before you are bound.
Can you review a medical directorship or clinic-group agreement?
Yes. Directorship, clinic-network and telemedicine agreements are drafted for the operator and can include exclusivity, earn-outs, long lock-ins and control provisions. We review and negotiate them so you understand the full arrangement and protect your independence, income and exit.
Can you prepare employment agreements for my clinic staff?
Yes. We draft and review employment agreements, offer letters and workplace policies for nurses, medical office assistants and administrative staff, and we handle terminations, severance and Employment Standards Act (ESA) compliance. Getting the agreement and classification right up front prevents most costly employment claims.
What should I watch for in a medical clinic lease?
Watch for uncapped TMI (taxes, maintenance and insurance), weak renewal rights, restrictive use clauses, demolition or relocation clauses, personal guarantees, and assignment restrictions that could block a future sale. We review and negotiate all of these before you sign.
Do you help physicians with wills, estate and succession planning?
Yes. Your practice and corporation are usually among your largest assets, so we prepare wills and powers of attorney built around a physician owner, integrate your estate plan with your MPC, and structure succession — including estate freezes, family trusts and section 85 rollovers where they fit, coordinated with your accountant.
Do you handle CPSO complaints or medical malpractice?
No. We focus on the business and corporate side of medicine — incorporation, practice purchases and sales, physician and associate agreements, clinic leases, directorships and succession. We do not act on College of Physicians and Surgeons of Ontario (CPSO) complaints, investigations or discipline, and we do not handle medical malpractice claims.
Which areas do you serve?
We act for physicians across the Greater Toronto Area and throughout Ontario, with offices in Markham, Toronto and Brampton. Flat-fee options are available on most incorporations and many transactions, and we offer virtual and in-person consultations.
Speak with a lawyer for doctors
Weeks from closing or just starting to plan a purchase, sale, incorporation or lease — early legal advice protects your professional and financial interests.