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Glossary

Accredited intermediary: A person or group of persons who, in the course of their activities, acts on behalf of others to prepare or transmit documents pertaining to legal persons or to be deposited in the enterprise register.

Administrative recourse: A request made to the Registraire des entreprises in order to have a right recognized or respected, or to protect an interest.

Administrator of the property of others: A person entrusted with administering property or patrimony that does not belong to the administrator. For the purposes of the Act respecting the legal publicity of enterprises, the administrator of the property of others represents the enterprise and has the same rights and obligations as the enterprise. The administrator does not generally work within the enterprise, and is not one of its directors or officers

Annual registration fee: An annual amount that must be paid by all enterprises registered on January 1. For registrants eligible to file the annual updating declaration and the income tax return together, the fee must be paid when they file their income tax return. Other registrants must pay the fee to the Registraire des entreprises during the period for filing the annual updating declaration.

Annual updating declaration: A declaration used by an enterprise to update its information in the enterprise register each year, during the prescribed filing period.

Application for the cancellation of articles: An application for the cancellation of certain of a corporation's articles.

Application for the correction of articles: An application for the correction of an obvious error in the articles of a business corporation.

Articles of constitution: A document used pursuant to the Business Corporations Act to constitute a business corporation.

Articles of continuance: A document used to continue the existence of a legal person as a corporation governed by the Business Corporations Act.

Association: A group of persons constituted by a 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 and, where applicable, whether the enterprise failed to comply with a request of the Registraire des entreprises or to fulfil an obligation under the law.

Attorney: A person 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 cancellation of the registrant’s registration, be made known to the attorney.

Business corporation (company): A business corporation (also called a "corporation" or "legal person") is a separate legal entity, and, accordingly, has its own specific rights and obligations. In Québec, business corporations are constituted, in particular, under the Business Corporations Act. A business corporation operates an enterprise for the purpose of generating profit that will be distributed, as applicable, among its shareholders.

Central enterprise database (FCE): A database created in 1973 and archived on January 1, 1994. This database contains the annual reports, constituting or amending documents and other documents on microfilm contained in an enterprise’s file before 1994. This database has been replaced by the enterprise register.

Certificat de régularité: 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 deposited in the enterprise register.

Certified copy: A document prepared by the Registraire des entreprises certifying that a copy is an authentic copy of the original document held by the Registraire.

Constituting document: Articles, certificates, letters patent or other documents issued by the State that attest to the legal person's legal existence and that determine its governing rules, including any amendments to the documents.

Constituting instrument: A legal document that confirms the creation of a legal person.

Constitution: The creation of an enterprise.

Cooperative: A legal person consisting of persons having common economic, social and cultural needs who unite to operate an enterprise according to the rules of cooperative action in order to meet those needs.

A cooperative is a legal person separate from its members. A member's liability is limited to the value of the shares that the member holds.

Corrective updating declaration: A declaration used by an enterprise to correct an incomplete or inaccurate declaration that has already been deposited in the enterprise register. This declaration cannot be used to update 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 declaration used by an enterprise to update its information in the enterprise register within 30 days of any change.

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.

Domicile: A natural person's domicile corresponds to the address of the person's principal residence. A legal person's domicile corresponds to the address of its head office. The domicile of a partnership, association or other group of persons corresponds to its principal establishment.

Elected domicile: The address of the person designated to receive the enterprise's documents under the Act respecting the legal publicity of enterprises. It is the address to which the documents must be sent.

Enregistré (enr.): This French term is no longer in use since it refers to business names registered with the clerks of the Superior Court prior to 1994. It meant "registered."

Establishment: The location in Québec where the registrant carries out activities. The term is used to designate, among other things, head offices, administrative offices and branches of an enterprise.

Ex officio cancellation: An action taken by the Registraire des entreprises that consists of cancelling an enterprise's registration. Clients can obtain more information on the causes and consequences of ex officio cancellation by clicking Ex Officio Cancellation by the Registraire des Entreprises.

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.

General partner: In a limited partnership, a general partner usually provides their labour, experience and skills. General partners are entrusted with administering and representing the partnership. General partners are solidarily liable for the debts and obligations of the partnership.

General partnership: A general partnership is a group of persons called "partners," who, in a spirit of cooperation, agree to carry on a common activity. The partners of a general partnership operate an enterprise, contribute to it by sharing property, knowledge or activities and share any resulting pecuniary profits or losses.

Group of persons: A group of two or more persons, other than an association, who share a common interest (pecuniary or otherwise), such as a nominal partnership, cost-sharing partnership or economic interest group.

Head office: The head office corresponds to the address of the domicile of a legal person.

Incorporated: A term that indicates that the enterprise is a legal person. The abbreviation “inc.” is most often used to designate this type of enterprise.

Index of documents: A chronological list of an enterprise’s documents deposited in the enterprise register.

Index of names: A list of an enterprise’s current names and previous names.

Information statement: All of the information concerning an enterprise contained in the enterprise register.

Joint filing: Joint filing was implemented on January 1, 2006, to facilitate the update of information in the enterprise register. This allows a majority of enterprises to file the annual updating declaration and the Québec income tax return together.

Legal form: The distinctive character of an enterprise. There are several types of legal forms (for example, business corporation, company, partnership, cooperative).

Legal person: An entity constituted under a 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 shareholders’ meetings.

Legal system: A statute under which an enterprise is created or constituted.

Letters patent: Documents issued pursuant to various statutes to create a legal person. Letters patent are deposited in the enterprise register.

Limited partner: In a limited partnership, a limited partner must provide a contribution of property or money to the common stock of the partnership. Limited partners are only liable for the debts of the partnership up to the amount of their contribution.

Limited partnership: A limited partnership is constituted of one or more general partners and one or more limited partners. It is created through a partnership agreement and must be designated under a name.

Liquidation: All of the operations that 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.

Liquidator: A person designated to liquidate the assets of a corporation, recover amounts from the corporation's debtors and pay the corporation’s creditors. The liquidator apportions the corporation’s assets among its members or shareholders, as applicable.

Non-profit: An organization is said to be “non-profit” or “not-for-profit” if its objective is neither to obtain economic benefits for its members nor to distribute to them profits resulting from certain of its activities.

Non-profit legal person: A group of individuals who pursue a goal that is national, patriotic, religious, philanthropic, charitable, scientific, social, professional, athletic or sporting in nature, among others, with no intention of generating profits for its members.

Notice of liquidation: A document that the liquidator of the corporation submits to the Registraire des entreprises, who deposits it in the enterprise register in order to cease the corporation’s activities.

Officer who is not a member of the board of directors: A member of the executive who is not on the board of directors.

Opposable: Information that can be used for or against third parties.

Order for cancellation: A legal document issued and deposited in the enterprise register by the Registraire des entreprises. This document confirms the ex officio cancellation of the registration of an enterprise.

Order for revocation: A legal document issued and deposited in the enterprise register by the Registraire des entreprises. This document confirms the revocation of the ex officio cancellation of the registration of an enterprise.

Ordinary amalgamation: A merger of two or more companies or legal persons into a single entity.

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: Any name, other than the name in the constituting instrument, used by an enterprise to identify itself in carrying on its activities in Québec

Partner: A person who has undertaken to contribute property, skills or activities to a partnership. A partner receives a share of the resulting profits.

Partnership: A group of persons who enter into an agreement to operate an enterprise and share the income and responsibilities in accordance with the agreement. A partnership can be a limited partnership, a general partnership or an undeclared partnership

Prescribed period: The period, determined by regulation, during which an enterprise must file its annual updating declaration.

Purpose of the corporation: The purpose for which the corporation was created.

Québec enterprise number (NEQ): The 10-digit number assigned to each enterprise when it is registered in the enterprise register. The first two digits correspond to the legal form of the enterprise (11, 22 or 33).

Registrant: A natural person, legal person, partnership, association or group of persons that is required to register or registers voluntarily.

Registration: The process by which an enterprise is registered in the enterprise register.

Registration status: The state of the registration of an enterprise in the register (for example, registered, cancelled ex officio, cancelled, etc.).

Regularizing document: A document filed with the Registraire des entreprises by a Québec partnership to correct incomplete or inaccurate information shown on declarations deposited in the enterprise register. The regularizing document has retroactive force. On February 14, 2011, the regularizing document was replaced by the corrective updating declaration.

Related person:  A term designating, for example, a shareholder, director, officer who is not a member of the board of directors, partner, administrator of the property of others or an attorney.

Reregistration: Action taken by the Registraire des entreprises that consists of putting back into effect the Québec enterprise number (NEQ) that was assigned to an enterprise at the time of its registration.

Revocation of cancellation: Annulment of the ex officio cancellation of an enterprise's registration.

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 comprised of shares with par value, shares without par value or both types of shares.

Shareholder: Any holder of shares issued by a corporation.

Simplified amalgamation: A merger of a parent corporation and at least one of its wholly-owned subsidiaries into a single corporation.

Sole proprietorship: A sole proprietorship is an enterprise that is owned and operated by one person only. This person is often called a "self-employed person." Such an enterprise has no legal existence, juridical personality or patrimony separate from that of its owner.

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.

Syndicate of co-ownership: A syndicate of co-ownership is a legal person governed by the Civil Code of Québec and made up of all the co-owners of a divided co-ownership. It is constituted by publication of a declaration of co-ownership in the land register Its purpose is to preserve the immovable, to maintain and manage the common portions, to protect the rights appurtenant to the immovable or to the co-ownership and to take all measures of common interest.

Tobacco retail outlet: A permanent fixed place where tobacco is sold retail.

Trademark: The name given by a business to a product or service that the business markets or distributes to distinguish it from competing products or services. A trademark is copyrighted.

Trust: A trust results from an act whereby a person, the settlor, transfers property from his patrimony to another patrimony constituted by him which he appropriates to a particular purpose and which a trustee undertakes, by his acceptance, to hold and administer.

Trust that operates a commercial enterprise: A trust that operates a commercial enterprise does so in order to turn a profit. Examples of such trusts include business trusts, investment trusts and real estate investment trusts.

Unanimous shareholder agreement: A written agreement under which all of the shareholders of a legal person consent to restrict or withdraw the powers of the board of directors to manage the activities and internal affairs of the corporation or to monitor its management. The agreement may entrust the powers to the shareholders of the corporation or to third parties.

Last Update : 20/06/2014
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