Under the Royal College of Dental Surgeons of Ontario (RCDSO) and the Regulated Health Professions Act, a non-dentist executor has a strict 12-month grace period to operate and sell a deceased dentist’s practice. You must act quickly to hire a locum dentist, secure patient files under PHIPA, and obtain a Certificate of Appointment from the Superior Court of Justice to execute the final sale.
When an Ontario dentist passes away, their dental practice cannot simply be shut down without causing immense disruption to patient care and destroying the estate’s highest-value asset. As of June 2026, dental practices in cities like Mississauga, Brampton, and London can be worth millions of dollars. However, Ontario law generally prohibits non-dentists from owning or operating a dental corporation.
To prevent estates from being ruined, the Regulated Health Professions Act grants an Estate Trustee a temporary exception. You are permitted to keep the practice running for a maximum of one year to facilitate its sale to a licensed professional. Navigating this narrow window while managing staff, locum dentists, and patient privacy under the Personal Health Information Protection Act (PHIPA) is incredibly complex. We strongly advise retaining both a corporate dental lawyer and an estate lawyer from our Ontario directory to ensure the practice is sold before the deadline expires.
Step-by-Step Process in Ontario
Selling a professional dental practice from an estate requires rapid, coordinated action. Here is the process most executors must follow when a dentist passes away. 📍
Step 1: Keep the Clinic Open with a Locum Dentist
Your immediate priority is patient care and preserving the “goodwill” of the practice. If the clinic doors close, patients will find new dentists, and the practice’s value will plummet overnight.
You must quickly hire a locum tenens (a substitute dentist) to take over the scheduled appointments. You or the clinic’s office manager must ensure that all staff, hygienists, and locums continue to be paid from the professional corporation’s bank accounts.
Step 2: Notify the RCDSO
You must formally notify the Royal College of Dental Surgeons of Ontario (RCDSO) of the member’s death. 📧
The RCDSO will require proof of death and a copy of the Will naming you as the executor. They will closely monitor the situation to ensure that a non-dentist is not making clinical decisions and that the 12-month sale deadline is strictly observed.
Step 3: Secure Patient Health Records
Under PHIPA, the executor temporarily steps into the role of the Health Information Custodian.
You must ensure that all electronic and physical patient charts are secure and that patient privacy is maintained during the transition. When the practice is eventually sold, the patient records are transferred to the purchasing dentist, who becomes the new custodian.
Step 4: Obtain a Practice Valuation
You cannot guess the value of a dental practice. You must hire a specialized dental practice appraiser to value the clinic’s equipment, leaseholds, patient charts, and goodwill. 💰
This valuation is necessary not only to set the asking price for the sale but also to accurately report the value of the estate’s shares for the Estate Administration Tax (probate tax) calculations.
Step 5: Apply for a Certificate of Appointment
To legally sign the commercial Share Purchase Agreement or Asset Purchase Agreement when selling the practice, you need legal authority.
You must apply for a Certificate of Appointment of Estate Trustee at the Superior Court of Justice. Because the 12-month clock is ticking, your lawyer may need to request an expedited probate process or seek a temporary order if court backlogs threaten to derail the sale.
Step 6: Complete the Sale Within 12 Months
You must finalize the sale to a licensed Ontario dentist or a Dentistry Professional Corporation (DPC) within 365 days of the date of death. If you fail to do so, the estate may be forced to surrender the certificate of authorization, effectively dissolving the practice’s legal ability to operate.
How Much Does it Cost in Ontario?
Managing and selling a dental practice involves significant professional fees, all of which are paid by the estate’s corporate or personal funds. 💵
- Dental Practice Valuation: Hiring a professional appraiser typically costs between $3,000 and $7,000 CAD.
- Corporate Lawyer Fees: Legal fees for drafting the complex commercial sale agreements usually range from $15,000 to $30,000 CAD.
- Brokerage Commissions: If you use a specialized dental broker to find a buyer, they generally charge a commission of 7% to 10% of the total sale price.
- Estate Administration Tax: The Ontario probate tax is approximately 1.5% on the value of the estate above $50,000 CAD.
| Task | Who Performs It? | Executor’s Role |
|---|---|---|
| Clinical Decisions & Patient Care | Locum Dentist | Strictly hands-off. Cannot practice dentistry. |
| Paying Staff & Commercial Rent | Executor / Office Manager | Must authorize payments to keep the clinic afloat. |
| Negotiating the Practice Sale | Broker & Corporate Lawyer | Provides final signature upon receiving probate. |
How Long Does the Process Take?
The timeline is your biggest enemy. You must secure a locum dentist within 2 to 5 days to prevent patient abandonment. ⌛
Finding a buyer, conducting due diligence, and closing the sale usually takes 4 to 8 months. Concurrently, obtaining the Certificate of Appointment from the Superior Court of Justice takes 3 to 6 months. Because everything must be legally finalized within the strict 12-month RCDSO deadline, any delays can be financially disastrous for the estate beneficiaries.
Frequently Asked Questions (FAQ)
What happens if I cannot sell the practice within 12 months?
If the 12-month grace period expires, the Dentistry Professional Corporation loses its legal status to practice. The clinic must close, and the value of the practice is reduced to essentially the used price of the dental chairs and equipment, wiping out hundreds of thousands of dollars in goodwill.
Can I, as the executor, keep the profits from the 12 months of operation?
Any net profits generated by the practice during the transition period belong to the deceased’s estate, not to you personally. As an executor, you may be entitled to claim executor compensation (typically up to 5% of the estate value), but you cannot siphon off the clinic’s operating profits.
Do I need to send patient files to the CRA?
Absolutely not. The Canada Revenue Agency (CRA) only requires financial records, corporate tax returns, and payroll data. Sending confidential patient health records to the CRA or any non-medical entity is a severe violation of PHIPA.
Can a hygienist buy the dental practice?
No. Under Ontario’s Regulated Health Professions Act, only a licensed member of the RCDSO (a dentist) can own and operate a dental practice or hold voting shares in a Dentistry Professional Corporation.
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