Part XI – Professional Law Corporations

Register of professional law corporations

11.01 (l) The executive director shall maintain a register of professional law corporations containing the
following information with respect to each professional law corporation:

(a) the name and registered office of the professional law corporation and the number on
the register attributed to the professional law corporation;

(b) the date of issuance of the licence to the professional law corporation;

(c) the date and particulars of changes in status of a licence held by the professional law corporation; and

(d) any other particulars specified by the benchers.

(2) The executive director shall prepare any other records with respect to professional law
corporations specified by the benchers from time to time.

Approval of incorporation

11.02 (1) Where one or more members propose to incorporate or register a corporation pursuant to the Corporations Act with the intention of obtaining a
licence for the corporation pursuant to Part III.1 of the Act:

(Rule 11.02(1): Amended Summer Term Convocation, June 8, 2012)

(a) the member or members shall forward to the executive director the proposed articles of incorporation of the corporation and any other information required by the executive director for the purposes of this rule; and

(b) the executive director shall endorse the articles and other information required by the executive director with the executive director’s approval on behalf of the society if the executive director is satisfied that the proposed articles and other information are in accordance with the Act and these rules.

(Rule 11.02(b): Amended Summer Term Convocation, June 8, 2012)

(2) Rule 11.02(1) and rule 11.03 apply, with the necessary modifications, to cases where one or more members propose to file:

(a) articles of continuance to continue a body corporate as a corporation under the Corporations Act with “Professional Law Corporation” or “PLC” at the end of its name;

(b) articles of amendment under the Corporations Act to change the name of a corporation to one with “Professional Law Corporation” or “PLC” at the end of its name; or

(c) articles of amalgamation under the Corporations Act under which the amalgamated
corporation will have “Professional Law Corporation” or “PLC” at the end of its name;

with the intention of obtaining a licence for the corporation pursuant to Part III.1of the Act.

Application for licence

11.03 (1) A corporation may apply to the executive director for a licence for the corporation pursuant to Part
III.1 of the Act by submitting:

(a) an application for a licence in form 11.03A;

(b) copies of the corporation’s certificate of incorporation or registration and its articles of incorporation and such other information required by the executive director pursuant to rule 11.02(1) as approved by the executive director pursuant to rule 11.02(1) and certified as filed pursuant to the Corporations Act; and

(Rule 11.03(1)(b) Amended Summer Term Convocation June 8, 2012)

(c) the application fee prescribed by the benchers.

(2) The executive director may issue a licence for the corporation pursuant to Part III.1 of the Act effective as of the date that the executive director is satisfied that the articles and other information required by the executive director pursuant to rule 11.02(1) are in accordance with the Act and these rules or such later date that the executive director may consider appropriate.

(Rule 11.03(2) Adopted Summer Term Convocation June 8, 2012)

(3) A professional law corporation shall inform the executive director of any change in the particulars set forth in the application furnished pursuant to rule 11.03(1), by providing to the executive director a certified statement of disclosure in form 11.03B within 15 days of the change any other information required by the executive director for the purposes of this rule.

(Rule 11.03(3) Adopted Summer Term Convocation June 8, 2012)

Form of licence

11.04 A licence issued pursuant to section 63.4(1)of the Act shall be in form 11.04A and shall be signed by the executive director.

Annual Filing

11.05 A professional law corporation shall deliver to the executive director on or before January 15, in each year:

(a) a certified statement of disclosure in form 11.03B; and,

(b) the annual fee prescribed by the benchers

Application of professional practice rules

11.06 Rules 8.07, 8.08 and 8.15 apply, with necessary modifications, to professional corporations, provided that “Professional Law Corporation” or “PLC” are included at the end of its name.

Application for cancellation of licence

11.07 (1) A corporation may apply to the executive director for cancellation of a licence for the corporation granted pursuant to Part III.1 of the Act by submitting:

(a) a notice in form 11.07 A;

(b) either:

(i) a copy of the corporation’s certificate of dissolution certified as filed pursuant to the Corporations Act, or

(ii) Certified copies of the corporation’s certificate of amendment, its articles of amendment and such other information required by the executive director as approved by the executive director and certified as filed pursuant to the Corporations Act; and

(c) the application fee prescribed by the benchers.

(2) The executive director may cancel a licence for the corporation effective as of the date that the executive director is satisfied that the certificate, articles and any other information required by the executive director are in accordance with the Act and these rules or such later date that the executive director may consider appropriate.

(Rule 11.07 Adopted Summer Term Convocation June 8, 2012)