Articles of Arrangement

Who can file articles of arrangement?

Any solvent corporation governed by the Business Corporations Act (BCA) may file articles of arrangement.

What are articles of arrangement and how are they filed?

Articles of arrangement are used where a business corporation has applied to a court for the approval of an arrangement in the absence of adequate legal provisions or if existing provisions are impracticable or too onerous in the circumstances.

In this case, you must complete form RE-518, Statuts d’arrangement (see English courtesy translation RE-518-T). Enclose with the form:

A corporation may, among other things, obtain an arrangement concerning:

  • the amendment of its articles to add, change or remove any provision that the Business Corporation Act permits to be set out in the articles;
  • its amalgamation with another corporation or another legal person to form a corporation;
  • the division of its activities;
  • the transfer of its property where, further to the disposition, the corporation is unable to retain a significant part of its activities;
  • the exchange of securities, participations or debt obligations of the corporation for money, securities, participations, debt obligations or other property of the corporation or of another legal person;
  • its dissolution or liquidation;
  • the modification of its activities or affairs if such modification were to affect the rights of the holder of an option or a right to acquire its securities or participations;
  • the limitation on the right of its creditors or a group of creditors to demand full and prompt performance of its obligations;
  • the expulsion of one of its shareholders.

The court authorizes the director or officer of the corporation who has requested the approval of the arrangement to sign the articles of arrangement.

Fees and terms of payment

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

Processing your application

The Registraire des entreprises will deposit in the enterprise register the articles and accompanying documents as well as a certificate attesting to the corporation’s arrangement. A copy of the certificate and articles will be sent to the corporation or to its representative.

The arrangement takes effect as of the date and, if applicable, the time indicated on the certificate of arrangement.

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 articles of arrangement process 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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