Principal Changes Since February 14, 2011

Act respecting the legal publicity of enterprises (Bill 87) 

Passed on May 18, 2010

In force as of February 14, 2011 

Effective February 14, 2011, all registrants, unless they are exempted by regulation of the Minister, must report new information to the Registraire des entreprises, including:

  • The reference to the statute under which the enterprise was constituted, amalgamated, continued or otherwise transformed; 
  • The economic activity codes (EACs) corresponding to the enterprise’s two main activities and to the two main activities carried out in each of its establishments; 
  • A statement as to the existence of a unanimous shareholder agreement (USA) that restricts the powers of the directors or withdraws all powers from the directors; 
  • The names and domiciles of the shareholders or third persons having assumed the powers, if all powers have been withdrawn from the board of directors by a USA; 
  • The date of entry into office and, if applicable, the date of cessation of office of the directors, administrators of the property of others, shareholders or third persons having assumed the powers of the board of directors under a USA; and 
  • The fact that the registrant has become bankrupt within the meaning of the Bankruptcy and Insolvency Act, where that is the case.

Also effective February 14, 2011, the Registraire des entreprises must record the filing deadline for the annual update in the enterprise’s statement of information.

The Act respecting the legal publicity of enterprises also grants the Registraire additional powers to ensure that the names declared by registrants are compliant. Thus, the Registraire may:

  • request that a registrant replace or change a name that is contrary to subparagraphs 1 to 6 of the first paragraph of section 17. If the registrant fails to comply with the request within the period prescribed by the Act, the Registraire may cancel the registrant’s registration or delete the name concerned, depending on whether the name is the registrant’s or another name declared by the registrant;
  • refuse to record in the register another name declared by the registrant, if the name is contrary to subparagraphs 1 to 6 of the first paragraph of section 17, without compromising the deposit of the registrant’s statement. The Registraire will record in the register that the name has been refused and so inform the registrant.

The period for updating the information in the register is increased from 15 to 30 days, unless a shorter period is prescribed by the Act.

The trustee in bankruptcy of a legal person constituted in Quebec must file a declaration of cancellation, after being discharged by a court on completion of the administration of the legal person's estate.

The conditions for revocation of a cancellation of registration are now explicitly provided for in the Act and are no longer left to the discretion of the Registraire. The following must also be filed with an application for revocation of a cancellation:

  • the initial declaration and missing annual updating declarations;
  • the prescribed fee;
  • the annual registration fees prior to the application;
  • the prescribed late-filing penalty.

Limited partnerships must also report and update the names and domiciles of the three limited partners who made the largest contributions.

Business Corporations Act (Bill 63) 

Passed on December 1, 2009

In force as of February 14, 2011 

Constitution 

The reference to the judicial district is no longer part of the mandatory content of articles. If reference is made to the judicial district in the articles of an existing corporation, it will be deemed not written.

The time of constitution, in addition to the date of constitution, can now be entered in the articles.

Lastly, the name research report that was required under Part IA of the Companies Act (QCA) has been replaced by a declaration in the form of a box to be checked. Registrants must check the box to indicate that they have taken reasonable means to ensure that the name chosen is in compliance with the Act.

Amendment 

There are four ways to modify a corporation’s articles, namely, by: 

  • amendment
  • correction
  • consolidation 
  • cancellation

An enterprise that wishes to correct its articles so that they reflect its current situation must submit articles of amendment or an application for correction.

The amendment of articles is prospective in scope, while the correction of articles has a retroactive effect. 

The consolidation of a corporation’s articles consists in depositing an updated version of the articles incorporating all amendments and corrections adopted since the drafting of the articles.

Lastly, corporations may request the cancellation of their articles, other than their articles of constitution if they were sent to the Registraire des entreprises by mistake.

Amalgamation 

As was the case under Part IA of the QCA, the Business Corporations Act (BCA) provides for two types of amalgamation: long-form and short-form amalgamation.

However, section 283 of the BCA clearly states that “an amalgamation of corporations requires the filing of articles of amalgamation.” This rule was implicit in the QCA. 

A corporation resulting from a short-form amalgamation can now choose the name of one of the amalgamating corporations. Previously, the parent corporation had to keep its name.

Continuance 

There are two types of continuance: 

  • continuance under the BCA; 
  • continuance under the laws of a jurisdiction other than Quebec. 

A legal person constituted under a jurisdiction other than Quebec may, if authorized by its governing act, be continued as a corporation under the BCA. 

On February 14, 2011, companies governed by Part IA of the QCA automatically became business corporations governed by the new statute.

Lastly, corporations governed by the BCA may be continued under the laws of a jurisdiction other than Quebec, if the jurisdiction so authorizes. 

Dissolution 

The provisions governing the dissolution of corporations are much more complete under the BCA than under section 28 of the QCA. The BCA provides for four regimes under which corporations may be dissolved. More specifically, there will be three types of voluntary dissolution: 

  • by consent of the shareholders;
  • by consent of the directors;
  • by the filing of a declaration of dissolution by the sole shareholder of the corporation.

The BCA also allows for forced judicial dissolution by court decision. 

Liquidation 

The legal regime of liquidation governed by the BCA is completely new. Inspiration for its provisions was drawn to a large extent from those in the Winding-up Act. In fact, section 1 of the Winding-up Act has been amended to stipulate that the Act no longer applies to business corporations governed by the BCA. 

There are two types of liquidation:

  • liquidation prior to the dissolution of a corporation, where the corporation has debts or obligations and shareholders;
  • liquidation under court supervision.

Revival 

The Registraire des entreprises may revive, as a corporation governed by the BCA, any company to which the QCA applied and which was dissolved or liquidated voluntarily or by the sole operation of law.

Under the BCA, corporations dissolved by a court decision may also be revived by a court, on request of any interested person.

Electronic transmission of documents 

The Minister determines the form of the articles and other documents to be filed with the Registraire des entreprises, and the manner in which they are to be sent. Preference is given to the electronic format and electronic transmission.

Last Update : 
Top of the page Top of the page