800 boul. René-Lévesque Suite 1640 Montreal, Quebec H3B 1X9 514 875-8511 1 800 361-4887 www.odq.qc.ca PRACTICE OF DENTISTRY WITHIN A LIMITED LIABILITY PARTNERSHIP OR A JOINT-STOCK COMPANY INSTRUCTIONS Section 187.11 of the Professional Code (RSQ, c. C-26) states that members may carry out their professional activities within a limited liability partnership or a joint-stock company constituted for that purpose provided they furnish the Ordre des dentistes du Québec with a declaration to this effect in accordance with the requirements prescribed in the Regulation respecting the practice of the dental profession in a limited liability partnership or a joint-stock company (hereinafter the Regulation ). Section 4 of the Regulation requires that this Declaration be provided to the Ordre des dentistes du Québec (the Order ) prior to carrying out their activities and section 6 requires that said Declaration be updated before March 31 of each year. Moreover, as soon as there is a change in the information described in this Declaration and subsequent updates, members must promptly inform the Order using the appropriate form. Lastly, all the conditions set out in the Regulation as well as in Chapter VI.3 of the Professional Code must be respected at all times by the members and the partnership or company. TIME LIMITS FOR FILING DOCUMENTS Before or on the date of commencing the desired activities. NOTICE The Order will issue a notice confirming the authorization. Processing of any documents submitted to the Order may take three weeks or more, depending on circumstances. To attest to the starting date of practice, insofar as the application is complete and accurate, the Order must receive: DOCUMENTS (ANY INCOMPLETE DECLARATION MAY BE RETURNED TO YOU AND COULD RESULT IN DELAYS IN PROCESSING AND THE STARTING DATE.) OF OF THE PRACTICE OF DENTISTRY WITHIN A LIMITED LIABILITY PARTNERSHIP OR JOINT-STOCK COMPANY 4 A certified copy of the initial declaration/declaration of registration of a legal person filed with the Registraire des entreprises du Québec (REQ). 4 A copy of the certificate issued by the REQ. 4 If the partnership or company is not constituted in Quebec, a copy of the certificate of compliance issued by Innovation, Science and Economic Development Canada (Corporations Canada) or the competent authority. 4 If applicable, a certified copy of the declaration filed with the REQ indicating that the general partnership has been continued into a limited liability partnership. N.B. The above-mentioned copies of documents from the REQ, Corporations Canada or any other competent authority may be certified only by the authority itself, a lawyer or a notary. FEES 4 Attach a cheque for 100$ for each ODQ member who is a shareholder or partner, payable to the Ordre des dentistes du Québec.
PAGE 2 of 10 A notice of filing will be issued once your application has been processed and accepted. 1. Provided everything is in order, the starting date will correspond to the date on which the declaration required by the Regulation and all the supporting documents are received by the Order. 2. Nothing in the Regulation prevents you from choosing a later date, for instance for reasons of tax planning. IF YOU WISH TO DO SO, PLEASE SPECIFY: 3. Any error or omission may result in delay in processing your application and the inability to obtain the starting date requested. DD / MM / YYYY SECTION 1 Partnership or company information 1. IDENTIFICATION OF PARTNERSHIP OR COMPANY (REQUIRED FIELD) PARTNERSHIP OR COMPANY NAME QUÉBEC ENTERPRISE NUMBER (NEQ) ADDRESS OF HEAD OFFICE (REQUIRED FIELD) MUNICIPALITY / CITY / TOWN PROVINCE / STATE POSTAL 2. CONSTITUTION 2.1 Legal form of partnership or company (REQUIRED FIELD) n LLP (Limited liability partnership) n JSC (Joint-stock company) 2.2 Is this a continuance of a general partnership into an LLP or JSC? (REQUIRED FIELD) n Yes n No 3. OTHER PARTNERSHIP OR COMPANY NAMES USED AND DECLARED TO TO THE REQ N.B. In all cases, the names must also have been registered with the REQ. OTHER NAME OTHER NAME OTHER NAME FOR ODQ USE ONLY DATE OF RECEIPT INITIALS DD / MM / YY
PAGE 3 of 10 4. REPRESENTATIVE / SUBSTITUTE REPRESENTATIVE (section 7 of the Regulation) 1. The representative/substitute representative MUST carry on his/her professional activities in Quebec within the partnership or company for which he/she is acting in this capacity. 2. When, for an establishment of the partnership/company, NO shareholder/partner carries on professional activities there, a member of the Order MUST nonetheless be designated to act in this capacity for each of the establishments concerned (e.g. self-employed worker, employee). 3. The representative(s) MUST sign the Confirmation of acceptance by representative, below. 4. When a representative CEASES to be the designated person for acting in this capacity, he/she MUST ensure that a new representative is designated and submit a new Confirmation of acceptance by representative to the Order. N.B.: A substitute representative per establishment must be designated only if more than one member of the Order is carrying on professional activities within the partnership or company. CONFIRMATION OF ACCEPTANCE BY REPRESENTATIVE N.B. The mailing address chosen by the representative/substitute in his/her Annual Declaration will be used for any correspondence with the partnership or company. REPRESENTATIVE S NAME (REQUIRED FIELD) Do you practise the profession in all the n YES n NO establishments of the partnership/company? A Confirmation of acceptance by representative must be signed by each representative for each establishment of the partnership/company. SUBSTITUTE REPRESENTATIVE S NAME (IF APPLICABLE) Do you practise the profession in all the n YES n NO establishments of the partnership/company? 4 I attest that I am a member of the Order and that I have been appointed to act on behalf of all members practising therein in order to satisfy the conditions provided in sections 6 and 8. 4 I attest that when I accepted these duties I ensured the accuracy of all information to be provided to the Order and I agree to respond to requests made by the syndic, an inspector, an investigator or any other Order representatives. 4 Furthermore, I authorize the persons, committees, disciplinary bodies and tribunals contemplated in section 193 of the Professional Code to require any partner or shareholder to communicate and obtain any of the documents mentioned in section 13 of the Regulation or a copy thereof. 4 I attest that I have been duly informed of my obligation to immediately submit the appropriate form if I resign from my position as representative. X SIGNATURE OF REPRESENTATIVE AT CITY / TOWN DD / MM / YY ON
PAGE 4 of 10 5. NAME AND ADDRESS OF BUSINESS ESTABLISHMENTS IN QUEBEC 1. For each establishment, identify a representative/substitute representative, shareholders/partners and employees/ self-employed workers, who are ODQ members, working there. 2. For each ODQ member declared for an establishment in this section, please also note his or her status(es), referring to the codes below. STATUS S S: Shareholder/partner R: Representative SR: Substitute representative W: Self-employed worker and ODQ member D: Director O: Officer M: Performs management duties E: Employee and ODQ member (e.g.: S/R = shareholder and representative or W/R = self-employed worker and respondent) ESTABLISHMENT 1 NAME OF THE ESTABLISHMENT PERMIT STATUS(ES) FIRST NAME, LAST NAME NUMBER MUNICIPALITY/CITY/TOWN PROVINCE/STATE POSTAL ESTABLISHMENT 2 NAME OF THE ESTABLISHMENT PERMIT STATUS(ES) FIRST NAME, LAST NAME NUMBER MUNICIPALITY/CITY/TOWN PROVINCE/STATE POSTAL ESTABLISHMENT 3 NAME OF THE ESTABLISHMENT PERMIT STATUS(ES) FIRST NAME, LAST NAME NUMBER MUNICIPALITY/CITY/TOWN PROVINCE/STATE POSTAL IMPORTANT The addresses declared on this form will be entered only in the ODQ register of partnerships/companies. Given your obligation to inform the Order of all your places of practice, any change must be promptly reported to tableau@odq.qc.ca.
PAGE 5 of 10 6. NUMBER OF DIRECTORS (REQUIRED FIELD) N.B. Only members of the Order may be appointed to carry out management duties within the partnership or company, including, if applicable, the duties of director, officer and representative. Number of directors on the board of directors of the joint-stock company or on the internal management board of the limited liability partnership:... 7. NUMBER AND DISTRIBUTION OF VOTING PARTNERSHIP OR COMPANY SHARES (REQUIRED FIELD) 1. Number of voting partnership or company shares held only by ODQ members:... % + 2. Number of voting partnership or company shares held by trusts or any other enterprise:... % 3. TOTAL number of voting partnership or company shares issued by the partnership or company:... TOTAL = % 8. NUMBER AND DISTRIBUTION OF NON-VOTING PARTNERSHIP OR COMPANY SHARES (REQUIRED FIELD) 1. Number of non-voting partnership or company shares held by ODQ members and/or a spouse and/or a family member:... % + 2. Number of non-voting partnership or company shares held by trust or any other enterprise:... % 3. TOTAL number of non-voting partnership or company shares issued by the partnership or company:... TOTAL = %
PAGE 6 of 10 SECTION 2 Information on ODQ members holding VOTING partnership or company shares (sections 3(1) and 9 of the Regulation) 1. PERMIT NUMBER Number of voting partnership or company shares? % MEMBER S LAST NAME FIRST NAME OR n I attest and confirm that this person contributes to the FARPODQ and is not exempted therefrom. I undertake to immediately notify the Order in writing should this coverage be interrupted for any reason whatsoever. n I attest and confirm that on this date this person is entered on the Roll of the ODQ in the retired member or exempted from FARPODQ liability insurance category. Does this person practise within the partnership or company? n Yes n No PRINCIPAL PLACE OF PRACTICE WITHIN THE PARTNERSHIP/COMPANY MUNICIPALITY / CITY PROVINCE / STATE POSTAL STATUS(ES) OR FUNCTION(S) WITHIN THE PARTNERSHIP OR COMPANY (CHECK ALL APPLICABLE BOXES) n Shareholder n Partner n Officer n Director n Employee n Management duties 2. PERMIT NUMBER Number of voting partnership or company shares? % MEMBER S LAST NAME FIRST NAME OR n I attest and confirm that this person contributes to the FARPODQ and is not exempted therefrom. I undertake to immediately notify the Order in writing should this coverage be interrupted for any reason whatsoever. n I attest and confirm that on this date this person is entered on the Roll of the ODQ in the retired member or exempted from FARPODQ liability insurance category. Does this person practise within the partnership or company? n Yes n No PRINCIPAL PLACE OF PRACTICE WITHIN THE PARTNERSHIP/COMPANY MUNICIPALITY / CITY PROVINCE / STATE POSTAL STATUS(ES) OR FUNCTION(S) WITHIN THE PARTNERSHIP OR COMPANY (CHECK ALL APPLICABLE BOXES) n Shareholder n Partner n Officer n Director n Employee n Management duties
PAGE 7 of 10 SECTION 3 Information on legal persons, trusts and other companies holding VOTING shares in the partnership or company (sections 3(1) and 9 of the Regulation) 1. LEGAL FORM/TRUST n Legal person n Trust n Other company NAME OF LEGAL ENTITY/TRUST Number of voting shares? % NEQ (IF APPLICABLE) HEAD OFFICE MUNICIPALITY / CITY PROVINCE / STATE POSTAL STATUS(ES) OR FUNCTION(S) WITHIN THE PARTNERSHIP OR COMPANY OF HOLDER(S) OF SHARES IN THE LEGAL ENTITY/TRUSTEES (CHECK ALL APPLICABLE BOXES) IF APPLICABLE, INDICATE THE NUMBER OF TRUSTEES IN THE TRUST: MANAGEMENT PRACTISES WITHIN THE ODQ permit PARTNER SHAREHOLDER TRUSTEEE DIRECTOR OFFICER EMPLOYEE DUTIES PARTNERSHIP/COMPANY 2. LEGAL FORM/TRUST n Legal person n Trust n Other company NAME OF LEGAL ENTITY/TRUST Number of voting shares? % NEQ (IF APPLICABLE) HEAD OFFICE MUNICIPALITY / CITY PROVINCE / STATE POSTAL STATUS(ES) OR FUNCTION(S) WITHIN THE PARTNERSHIP OR COMPANY OF HOLDER(S) OF SHARES IN THE LEGAL ENTITY/TRUSTEES (CHECK ALL APPLICABLE BOXES) IF APPLICABLE, INDICATE THE NUMBER OF TRUSTEES IN THE TRUST: MANAGEMENT PRACTISES WITHIN THE ODQ permit PARTNER SHAREHOLDER TRUSTEEE DIRECTOR OFFICER EMPLOYEE DUTIES PARTNERSHIP/COMPANY
PAGE 8 of 10 SECTION 4 Information on natural persons with NON-VOTING partnership or company shares (section 3(2) of the Regulation) 1. Number of non-voting shares: SHAREHOLDER S LAST NAME % (IF APPLICABLE) FIRST NAME RESIDENTIAL ADDRESS MUNICIPALITY / CITY / TOWN PROVINCE / STATE POSTAL STATUS(ES) OR FUNCTION(S) IN THE PARTNERSHIP OR COMPANY (CHECK ALL APPLICABLE BOXES) Shareholder ODQ member n Director n Officer n Management duties Shareholder Spouse/relative RELATIONSHIP WITH SHAREHOLDER NAME OF TO WHOM YOU ARE RELATED n Spouse n Relative: WHAT RELATIONSHIP? 2. Number of non-voting shares: SHAREHOLDER S LAST NAME % (IF APPLICABLE) FIRST NAME RESIDENTIAL ADDRESS MUNICIPALITY / CITY / TOWN PROVINCE / STATE POSTAL STATUS(ES) OR FUNCTION(S) IN THE PARTNERSHIP OR COMPANY (CHECK ALL APPLICABLE BOXES) Shareholder ODQ member n Director n Officer n Management duties Shareholder Spouse/relative RELATIONSHIP WITH SHAREHOLDER NAME OF TO WHOM YOU ARE RELATED n Spouse n Relative: WHAT RELATIONSHIP?
PAGE 9 of 10 SECTION 5 Information on legal persons, trusts and other companies holding NON-VOTING partnership or company shares (section 3(2)(a), (b), (c), (d) and (e) of the Regulation) LEGAL FORM/TRUST n Legal person n Trust n Other company NAME OF LEGAL ENTITY/TRUST Number of non-voting shares? NEQ (IF APPLICABLE) HEAD OFFICE MUNICIPALITY / CITY PROVINCE / STATE POSTAL STATUS(ES) OR FUNCTION(S) IN THE PARTNERSHIP OR COMPANY OF HOLDER(S) OF SHARES IN THE LEGAL ENTITY/TRUSTEES (CHECK ALL APPLICABLE BOXES) IF APPLICABLE, INDICATE THE NUMBER OF TRUSTEES IN THE TRUST: Shareholder(s)/trustee(s) ODQ member(s) NAME OF n Shareholder n Trustee n Director n Officer n Management duties NAME OF n Shareholder n Trustee n Director n Officer n Management duties Shareholder(s)/trustee(s) Spouse/relative(s) NAME OF SHAREHOLDER/TRUSTEE SPOUSE/RELATIVE NAME OF TO WHOM YOU ARE RELATED n Shareholder n Trustee n Spouse n Relative: WHAT RELATIONSHIP? NAME OF SHAREHOLDER/TRUSTEE SPOUSE/RELATIVE NAME OF TO WHOM YOU ARE RELATED n Shareholder n Trustee n Spouse n Relative: WHAT RELATIONSHIP?
PAGE 10 of 10 SECTION 6 Sworn attestation and authorization ATTESTATION, IRREVOCABLE WRITTEN AUTHORIZATION AND SWORN STATEMENT I, MEMBER S / REPRESENTATIVE S NAME (FIRST, LAST) 4 Attest that I am a member of the Order and, if applicable, the person authorized by the partnership or company to sign this Declaration, and that the information contained herein is complete, true and accurate and that the required documents are provided with this Declaration. I further attest that the holding of the partnership or company shares and the by-laws of the partnership or company comply with the conditions of the Regulation. 4 Authorize the persons, committees, disciplinary bodies and tribunals contemplated in section 192 of the Professional Code to require any partner or shareholder to communicate and obtain any of the documents mentioned in section 13 of the Regulation or a copy thereof. Signed and sworn before me: in (city / town), this day of 20. X SIGNATURE OF REPRESENTATIVE X SIGNATURE OF THE COMMISSIONER FOR OATHS District COMMISSIONER FOR OATHS This form may be sworn to before a lawyer, notary or commissioner for oaths. If you choose to have it sworn to before a commissioner for oaths, here is a link to help you find one in your area: http://www.assermentation.justice.gouv.qc.ca/servicespublicsconsultation/commissaires/proximite/criteres.aspx JANUARY 2018