Glossary
Accredited professional: A person or group of persons who, in conjunction with their activities, acts on behalf of others to prepare or transmit documents pertaining to legal persons or to be filed in the register. Such a person may play the role of an intermediary or a partner.
Administrative recourse: A request made to the enterprise registrar in order to have a right acknowledged or respected, or to protect an interest.
Administrator of the property of others: A person or a business that represents a legal person and administers all of the legal person’s property. The administrator has the same rights as the legal person and must fulfil the same obligations.
Affiliates: Legal persons one of which is the subsidiary of the other or legal persons that are controlled by the same person.
Annual registration fee: A fee that must be paid in full by all entities that are registrants on January 1. For registrants eligible to file the annual updating declaration and the income tax return together, these fees must be paid when they file their income tax return. Other registrants must pay to the enterprise register these fees during the period for filing the annual updating declaration.
Articles of constitution: A document used pursuant to the Business Corporations Act to incorporate a business corporation.
Articles of continuance: A document used when a company governed by the Companies Act wishes to continue existing as a business corporation. The enterprise must then be governed by the Business Corporations Act.
Association: A group incorporated by written or unwritten contract in order to pursue a common goal other than that of making pecuniary profits to be shared among its members. An association has no juridical personality and is not required to register in the enterprise register.
Attestation: A document that indicates the status of an enterprise’s registration.
Bankruptcy: The status of a natural or legal person in respect of which a court has certified the cessation of payments. The bankruptcy of a Québec legal person or natural person operating a sole proprietorship does not lead to the legal termination of the enterprise. Consequently, the person maintains the same obligations in respect of its registration that remains in force.
Beneficiary: The holder of a security entitlement, with the exception of a securities intermediary, within the meaning of these terms in the Act respecting the transfer of securities and the establishment of security entitlements (2008, c. 20), over a security issued by a corporation, and any other holder of rights over a security registered in the securities register of a corporation in the name of another person, in particular the administrator of the property of others or a mandatary.
Central enterprise database (FCE): A data bank created in 1973 and archived on January 1, 1994. This data bank contains the annual reports,incorporation papers or amendments and other documents on microfilm contained in an enterprise’s file before 1994. This file has been replaced by the enterprise register (CIDREQ).
Certificate of compliance: A document that indicates the filing of all annual reports pertaining to the years prior to 1994 required pursuant to the Companies Information Act. These reports are included in the central enterprise database.
Certificate of conformity: A document that attests that a reproduction of a document is a true copy of the original document submitted to the enterprise register.
Certified copy: A document issued by the enterprise registrar certifying that the reproduction is a true copy of the original document held by the registrar, for example, a certificate of conformity or the certification of a document.
Combined filing (contrary to separate filing): Combined filing was implemented on January 1, 2006, to facilitate the update of information in the enterprise register. This allows a majority of businesses in Québec to file the annual updating declaration for the enterprise register and the Québec income tax return together .
Constitution: The creation of a business.
Continuance through an export transaction: The continued existence by a legal person incorporated pursuant to the Business Corporations Act under a statute governed by a legislative authority other than Québec.
Continuance through an import transaction: The continued existence by a legal person incorporated pursuant to a statute of a legislative authority other than Québec under the Business Corporations Act.
Control: The possession by a person of the shares of a legal person entitling the person to elect the majority of the aforesaid legal person’s directors.
Corrective updating declaration: A form that enables an enterprise to correct an incomplete or inaccurate declaration that has already been filed in the enterprise register. This form does not allow for the updating of information declared in the register but to add missing information or correct information that has already been declared. This correction is retroactive.
Current updating declaration: A form that enables an enterprise to update information concerning it in the register within 30 business days of any change. It should be noted that the clientele can now file a current updating declaration by means of our online services.
Database of public authorities: An administrative file of legal persons and bodies established in the public interest that contains information on government departments and bodies, enterprises, groups and legal persons established in the public interest.
Director: The president, chief executive officer, chief operating officer, chief financial officer, the secretary of a corporation or any person who assumes similar duties, and any other person designated as such by resolution of the board of directors.
Document: Any document filed in the enterprise register as required by law.
Elected domicile: The mailing address declared by the registrant, with the name of the addressee, if applicable, and the address in full.
Enregistré (ENR)(Registered): This term is no longer in use since it refers to corporate names registered with the clerks of the Superior Court prior to 1994.
Equity security: Any security that confers on the bearer rights over a legal person.
ESD: Electronic service delivery.
Establishment: The location in Québec where the registrant is permanently based and carries out the activities related to the establishment. The term is used to designate, among others, head offices and administrative offices.
Foreign enterprise: An enterprise not constituted in Québec.
For-profit: An organization is said to be “for-profit” if its objective is to make profits.
Group: A number of persons with common goals and interests. Groups are not required to register.
Head (main) office: The domicile of a legal person.
Incorporated association: A non-profit legal person distinct from its members. It possesses a name, a separate personality independent of its members, a domicile, rights and obligations (debts and financial commitments), separate activities and property (patrimony). It is usually constituted under Part III of the Companies Act but may also be constituted under numerous other laws.
Incorporated: A term that indicates the legal status of an enterprise ( the abbreviated form “Inc.” is most often used).
Index of documents: A chronological list of an enterprise’s documents contained in the enterprise registrar.
Index of names: A list of an enterprise’s current and previous names.
Information statement: All of the information concerning an enterprise contained in the enterprise register.
Instrument of incorporation: A legal document that confirms the creation of a legal person.
Legal form: The type of legal entity (for example, company, partnership, cooperative).
Legal person: An entity created by law whose juridical personality is separate and independent, and whose rights and obligations are recognized by legislation. A legal person acts through its board of directors and through members’ or shareholders’ meetings, as applicable.
Legal status: Indicates the legal form of the enterprise (for example, incorporated, business corporation, legal person, and so on).
Legal status: The status that applies solely to public authorities that may not be registered in the enterprise register. The legal status of a public authority corresponds to the enterprise’s registration status and indicates such status (for example, regular, voluntarily dissolved).
Legal system: A statute under which an enterprise is created or incorporated.
Letter patent: A document issued pursuant to various statutes to confirm the creation of a legal person. The letters patent are filed in the enterprise register.
Liquidation: All of the operations that, once the dissolution of a corporation has been declared, are intended to realize assets and pay the corporation’s creditors with a view to apportioning the net remaining assets among the partners or shareholders. The corporation may be wound up by liquidation if it has property or debts or if the court so orders.
Liquidator: A person designated to liquidate the assets of a corporation and pay the corporation’s creditors. The liquidator pays the corporation’s debts and reimburses contributions before submitting the notice of closure. Moreover, the liquidator apportions the corporation’s assets among its members or transfers such assets, as the case may be, according to the provisions in the Civil Code of Québec.
Mandatary: A person such as a lawyer or a notary who represents a registrant who is neither domiciled nor maintains an establishment in Québec or who is exempted from declaring certain information by regulation of the Minister. Any procedure brought against the registrant pursuant to a statute may, even after the striking off of the registrant’s registration, be made known to the mandatary.
Not-for-profit: An organization is said to be “not-for-profit” or “non-profit-making” if its objective is neither to obtain economic benefits for its members nor to distribute to them profits engendered by certain of its activities.
Notice: A document sent by the enterprise registrar to the registered registrant that has failed to submit its annual declaration for the preceding year, for example, notice to offenders, notice of omission, notice of default or notice of non-filing.
Notice of liquidation: A document that the liquidator of the corporation submits to the enterprise registrar, who enters it in the enterprise register with a view to ceasing the corporation’s activities. A certified copy of the special resolution through which the shareholders have consented to the dissolution of the business or, as the case may be, the court judgment in lieu thereof, must be appended to the notice.
Opposable: Information that can be used for or against third parties.
Order for revocation: A legal document issued and deposited in the register by the enterprise registrar. This order confirms that the ex officio striking off of an enterprise has been revoked.
Order for striking off: A legal document issued and deposited in the register by the enterprise registrar. This order confirms the ex officio striking off of the registration of an enterprise.
Ordinary amalgamation: A merger of two or more companies or legal persons into a single entity.
Ordinary continuance: The continuance for a legal person incorporated pursuant to a Québec statute of its existence under the Business Corporations Act if the statute that governs it allows it to do so.
Ordinary resolution: A resolution that must be adopted by a majority of the votes cast by the shareholders entitled to vote during a meeting held for this purpose or a resolution that all of these shareholders must sign.
Other names: Names used in Québec by the registrant (for example, assumed names and trademarks).
Partnership: A group of persons that operate an enterprise together and share the income and responsibilities based on an agreement with one another (for example, notarial or law firms).
Prescribed fees: Fees prescribed by regulation.
Prescribed period:The period, determined by regulation, during which an enterprise must file its annual declaration.
Purpose of the corporation: The purpose for which the corporation was incorporated.
Québec enterprise number(NEQ): The number assigned to an enterprise when it is registered in the enterprise register.
Redeemable share: Any share issued by a corporation, which the corporation may redeem unilaterally at the price set in its articles of incorporation or calculated in accordance with the articles of incorporation, which it is bound to redeem pursuant to its articles of incorporation on a fixed or determinable day or at the request of a shareholder, at the price thus set or calculated.
Registrant: A natural person, legal person, partnership, association or group that is required to register or registers voluntarily.
Registration status: The state of the registration of an enterprise in the register (for example, registered, struck off ex officio, dissolved, etc.).
Registration: The process by which an enterprise’s file is recorded in the enterprise register.
Regularizing document: A document filed with the enterprise registrar by a Québec de jure corporation to correct incomplete, inaccurate or irregular information shown on declarations entered in the register. The document has retroactive force.
Related person: A shareholder, director, chief officer, etc.
Request to cancel articles: A request submitted by a member of the board of directors or a company director aimed at cancelling certain articles of incorporation of the corporation. All articles of incorporation of a corporation may be cancelled pursuant to the Business Corporations Act, except the articles of constitution.
Request to correct articles: A request submitted by the board of directors or the representative of a corporation that wishes to correct an obvious mistake in the articles of incorporation of the aforesaid corporation.
Security: Shares, debentures (for a reporting issuer), bonds or notes negotiable on a stock exchange or on a capital market.
Share capital: The amount of contributions made by the shareholders of a corporation and represented by the shares that the corporation has issued. The share capital of a corporation may be limited or unlimited and be made up of par value shares, no par value shares or both types of shares.
Shareholder: Any holder of shares recorded in the securities register of a corporation, including a representative of the shareholder.
Simplified amalgamation: A merger of a parent company and at least one of its wholly-owned subsidiaries into a single company.
Sole proprietorship: An individual who operates a business in Québec, earns income from it and is responsible for it (for example, a corner grocery store owned by Mr. So-and-So).
Solemn declaration: A sworn statement.
Special resolution: A resolution that must be adopted by at least two-thirds of the votes cast by the shareholders entitled to vote during a meeting held for this purpose or a resolution that all of these shareholders must sign.
Subsidiary: A legal person controlled by another legal person or by legal persons controlled by the latter. The subsidiary of a legal person that is itself a subsidiary of another legal person is deemed to be a subsidiary of the latter.
Tobacco retail outlet: Since January 1, 2006, any business that engages in the retail sale of tobacco must declare such sales to the enterprise registrar. The business may only engage in this activity if it declares the establishment in which the retail sale of tobacco occurs and specifies that such activity is independent of the two other main activities carried out in the establishment concerned.
Trademark: The name given by a business to a product or service that the business sells or distributes to distinguish it from competing products or services. A trademark is copyrighted.
Unanimous shareholder agreement: A written document adopted by all of the shareholders of a corporation or by such shareholders and third parties, which restricts or withdraws the powers of the board of directors to manage the activities and internal affairs of the corporation or to monitor its management. The shareholders may conclude a unanimous agreement whether or not their shares include voting rights.
Voluntary registrant: An individual, legal person, partnership, association or group that registers voluntarily.