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Fertility Clinics InfoBulletins

To:  All Health Care Providers

Published by: Claim Services Branch

Date Issued: August 1, 2017

Bulletin Number:  12013

Re: Sale, Transfer of Ownership, or Relocation of a Fertility Clinic under Ontario Fertility Program (OFP)

Posted Electronically Only

PDF Version Portable Document Format | 1 Mb | 


Under the OFP, Transfer Payment funding is provided to participating clinics (the “Recipient”) through Transfer Payment Agreements (TPAs) to deliver the funded services to patients in accordance with the terms and conditions of the TPA.

Each TPA under the OFP is between the Ministry of Health and Long-Term Care (the ministry) and a specific legal entity associated with an individual participating clinic, and is also tied to the clinic’s particular address/location as specified in the TPA. Thus, changing the legal entity (restructuring or new ownership) and changing locations (the address of the clinic) are two separate, but sometimes interrelated, issues.

Any time there is a change to the legal entity or location, the ministry must be notified to request a TPA transfer or amendment to reflect the change; otherwise, the TPA will be terminated.

The ministry can only enter into a TPA with a Recipient that exists at law and that can be sued. Acceptable legal entities include federal or provincial corporations and individuals (sole proprietors). For example, an unincorporated association is not an acceptable legal entity, while a properly constituted formal partnership can be an acceptable legal entity.

Policy for Sale or Transfer of Ownership

Requests to transfer an existing TPA under the OFP to another acceptable legal entity in cases of restructuring (from/to a sole proprietorship, corporation, partnership, etc.), or when the clinic is being sold to new ownership must be submitted to the ministry. The approval of such requests is at the sole discretion of the ministry.

The proposed Recipient must be capable of successfully delivering the OFP and fulfilling all of the TPA requirements. In making this evaluation, the ministry will consider information provided by the proposed Recipient as well as any other information as the ministry considers appropriate.

Both the current Recipient and proposed Recipient will be required to agree to the terms and conditions of the ministry’s standard template Consent to Assignment and Assumption (CAA) Agreement. Under the CAA Agreement, the current Recipient and the proposed Recipient agree to the transfer of all of the rights, obligations and liabilities under the TPA from the current Recipient to the proposed Recipient.

If the ministry approves the transfer of the TPA to the proposed Recipient, the CAA Agreement will be executed. The TPA will still be tied to the clinic’s particular clinic address/location, and the funding amount will remain unchanged.

If the ministry does not approve the transfer of the TPA to the proposed Recipient, and if the current Recipient proceeds to change its legal entity regardless, the TPA will be terminated as of the date of the change. Otherwise, the current Recipient can decide to continue the administration of the original TPA under the same legal entity.

Retroactive requests will not be considered.

A “partial transfer” to split the funding among two or more entities is not permitted.

As specified in Article 11 of the TPA, the ministry may terminate the TPA at any time upon giving at least 30 days’ Notice.  That is, there is no entitlement for the new Recipient to continue to receive funds under the TPA for fertility services that have not yet been provided. This information should be made clear to any potential purchaser of a clinic that currently holds a TPA with the ministry.

Clinics participating in the OFP who wish to sell or transfer clinic ownership to a new owner who does not wish to continue participating in the OFP must notify the ministry immediately so that their TPA can be terminated as of the date of the change.

To effect a TPA Transfer

In order to effect a TPA transfer, the current Recipient must give the ministry at least 60 days’ notice by submitting a formal written request (letter is recommended) to transfer the existing TPA with the current legal entity to the new legal entity.  The request must be signed by all parties to the original TPA as well as all proposed parties to the new TPA, and should be sent via email to fertilityprogram@ontario.ca.

Upon receipt of the request, the ministry will provide the Consent to Assignment and Assumption (CAA) Agreement template to the clinic and request further documentation pertaining to the transfer and/or the legal status of the new Recipient as applicable, including but not limited to:

  1. Proposed date of change;
  2. Name, title and contact information for the person with the legal authority to act on behalf of the clinic (e.g., owner, director, etc.);
  3. Legal documents (e.g., federal or provincial incorporation papers, partnership agreement, etc.); and
  4. Master Business Licence (MBL) if the operating name of the clinic is different than the name of the legal entity.

The ministry will also provide an Application Form for the Ontario Fertility Program to be completed by the new legal entity.

Policy for Changing Locations

The location/address of each participating clinic under the OFP is a factor in the ministry’s funding allocation in order to promote patient access to funded services in different geographical locations.
Each TPA under the OFP is tied to the clinic’s particular address/location as specified in the TPA. It is a requirement that the clinic provide the following funded services on the premises:

  • insemination procedures (for funded intra-uterine insemination (IUI)); and/or
  • oocyte retrieval and embryo transfer procedures (for funded in vitro fertilization (IVF)).

Other components of funded IUI/IVF cycles, such as cycle monitoring, can be done off the premises, either at another location owned by the clinic or via a sub-contracting arrangement with another entity.

The ministry must approve any change to the geographic location of a clinic.

For any relocation request, the ministry will assess the impact of the new clinic location on the OFP. For example, moving within the same city would have fewer implications than moving to another city. The proposed new clinic address/location must not significantly impact the geographic distribution of funded services in such a way as to negatively restrict patient access to the OFP. The ministry in its sole discretion will determine whether or not funding adjustments are required based on the geographic distribution of funded services, or if the OFP would be better served by redistributing the funding to other existing participating clinics or to new participating clinics.

In cases where a participating clinic is moving, either with or without a change to the legal entity associated with the clinic, the ministry may consider approving the TPA amendment to change the clinic address/location or to transfer the TPA to a new Recipient including a new clinic address/location.

If the ministry approves the clinic’s new location, the TPA will be updated with the new address.

If the ministry does not approve the clinic’s new location, and if the Recipient proceeds to change its location regardless, the TPA will be terminated as of the date of the change. Otherwise, the Recipient can decide to continue the administration of the original TPA with the same address.

In order to effect a TPA amendment to change the clinic’s location/address, the current or proposed Recipient must give the ministry at least 60 days’ notice by submitting a formal written request to the ministry containing the full address of the proposed new clinic location. The request should be sent via email to fertilityprogram@ontario.ca.

Please direct any questions regarding the sale, transfer of ownership or relocation of a fertility clinic under the OFP to fertilityprogram@ontario.ca.


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