Cancellation of Articles

Any business corporation may request the cancellation of articles (other than articles of constitution and articles of continuance) and of the related certificate when an application for articles has been filed inadvertently. The request must be made by the board of directors.

The business corporation that wishes to apply for the cancellation of articles must file the following documents:

  • form RE-508, Demande d'annulation de statuts (see English courtesy translation RE-508-T);
  • a copy of the articles to cancel.

If the cancellation of the articles could be prejudicial to the rights of the corporation’s shareholders or creditors, you must enclose other documents, depending on the situation:

  • Where the cancellation of the articles could be prejudicial to the rights of the corporation’s creditors, a court authorization is required.
  • Where the cancellation of the articles could be prejudicial to the rights of the shareholders, the cancellation may be authorized by a resolution adopted by all the shareholders whose rights could be prejudiced by the cancellation, including shareholders that hold non-voting shares. In this case, the special resolution of the shareholders must be enclosed with the application.
  • Where the cancellation of the articles could be prejudicial to the rights of the corporation’s shareholders and the shareholders have not authorized the cancellation, a judgment authorizing the cancellation must be enclosed with the application.

Fees and terms of payment

The fees applicable to a certificate of cancellation, further to an application to cancel articles, are given in chart RE-101, Tarifs et modalités de paiement (see English courtesy translation RE-101-T).

Processing your application

If the application is compliant and complete, and the fees have been paid, the Registraire des entreprises issues a certificate of cancellation and deposits in the enterprise register the application, the certificate of cancellation and, where applicable, the accompanying documents. A copy of the certificate of cancellation will be sent to the corporation or to its representative. The articles and the related certificate will be cancelled after the Registraire des entreprises has issued the certificate of cancellation and they are deemed to never have existed.

Client services

Client services of the Registraire des entreprises are provided by Services Québec at its offices in Montréal or Québec, as well as by email or telephone. Contact information is provided on the Contact Us page.

Client services staff can help you understand, in particular, the process to cancel the articles of your enterprise and the application of the rules of law in general. However, they cannot interpret these rules to adapt them to a specific case or respond to a specific situation. For such help, consult a legal adviser.

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