Courtesy Translation. Guide to Articles of Constitution

Transcription

1 RE-300.G-T Courtesy Translation The Registraire des entreprises does not produce an English version of the documents intended for corporations. However, it provides translations of the content of the documents for information purposes. Guide to Articles of Constitution Form RE-300, Statuts de constitution, is intended for any person that wishes to constitute a business corporation under the Business Corporations Act (CQLR, c. S-31.1), hereinafter referred to as the BCA. Instead of completing form RE-300, you may use our online services ( to file your articles of constitution. Please print or use a typewriter to complete the form so that it is legible and suitable for reproduction. Note: If you do not have enough space to provide all the information requested, please attach additional sheets of paper. Indicate the name of the corporation (if applicable), the form title and section number at the top of each sheet. For more information on the legislative provisions governing the filing of articles of constitution, refer to the BCA and, if necessary, consult a legal adviser. Instructions for completing the form 1 1 Name of business corporation Indicate the name of the business corporation. Do not write anything if you are requesting a designating number in lieu of a name. Section 16 of the BCA stipulates that a name must not: (1) contravene the Charter of the French Language (chapter C-11); (2) include an expression which the law reserves for another person or prohibits the corporation from using; (3) include an expression that evokes an immoral, obscene or scandalous notion; (4) incorrectly indicate the corporation s legal form or fail to indicate that form when required by law; (5) falsely suggest that the corporation is a non-profit group; (6) falsely suggest that the corporation is, or is related to, a public authority determined by government regulation; 1. The section numbers correspond to the ones on form RE-300. Services Québec 1

2 (7) falsely suggest that the corporation is related to another person or group of persons, particularly in the cases and in view of the criteria determined by government regulation; (8) be identical to a name reserved for or used by another person or group of persons in Québec, particularly in view of the criteria determined by government regulation; (9) be confusingly similar to a name reserved for or used by another person or group of persons in Québec, particularly in view of the criteria determined by government regulation; or (10) be misleading in any other manner. The Regulation respecting names of companies governed by Part IA of the Companies Act (CQLR, c. S-31.1, r. 1.02) continues to apply and completes the above-mentioned rules. Special rules may apply to your corporation, in particular under the Regulation respecting the language of commerce and business (CQLR, c. C-11, r. 9) and the regulations governing corporations subject to the Professional Code (CQLR, c. C-26). Furthermore, if a corporation s name does not include the term société par actions or compagnie, it must comprise the abbreviation s.a., inc. or ltée. at the end to indicate that the corporation is a limited liability corporation. The persons concerned are responsible for ensuring that the name complies with the law and regulations, even if the Registraire des entreprises has control over some of the above-mentioned criteria. On our website at you can use the Rechercher une entreprise au registre online service to search and verify the name, free of charge; and the Produire une demande de réservation de nom online service to request the reservation of a name, for a fee. The reservation will be valid for 90 days and includes a name research report. The articles of constitution must be filed along with the Déclaration relative au nom, found on the last page of form RE-300 and whereby a founder declares, on behalf of all the founders, if applicable, that reasonable means have been taken to ensure that the name chosen is in compliance with the law. The Registraire des entreprises will refuse to issue the certificate of constitution if the proposed name is not in compliance with paragraphs 1 to 6 or 8 of section 16 of the BCA. Version(s) of the name of the corporation in a language other than French, if applicable A corporation may identify itself in a language other than French outside Québec and use that name on its negotiable instruments, invoices or purchase orders for goods or services used outside Québec or in its contracts applied outside Québec. Indicate the corporation s name in a language other than French if you wish that the name be shown in the articles of constitution. If the name must be used in several languages, indicate the name in each language. If the name used is not a translation of the proposed French name in the articles, you must indicate the name in the Autres noms utilisés au Québec section of the initial declaration required under the Act respecting the legal publicity of enterprises (CQLR, c. P-44.1), hereinafter referred to as the ALPE. 2

3 Designating number If you are requesting a designating number in lieu of a name, check the box provided for that purpose and the Registraire des entreprises will assign you one. The designating number will consist of a number and the word Québec followed by the letters inc. Designating numbers are not subject to the previously mentioned conditions related to a corporation s name. You do not have to enclose the Déclaration relative au nom with the articles of constitution. 2 Share capital Unless otherwise indicated in the articles, the share capital consists of an unlimited number of shares without par value. The share capital is made up of a single class of shares that carry the right to vote at any shareholders meeting, to receive any dividend declared by the corporation and to receive a share of the remaining property on liquidation. The articles of constitution must indicate the number of authorized shares, which may be unlimited, the restrictions imposed on the share capital and, if applicable, the par value of the shares. If there is more than one class of shares, you must describe each class s rights and restrictions. The share capital must include shares that carry the right to vote at any shareholders meeting, to receive any dividend declared by the corporation and to receive a share of the remaining property on liquidation. Such rights are not required to be attached to a same class of shares, but if only one class of shares is created, that class must comprise all of these rights. A class of shares may include one or more series of shares. The articles must state the number of shares, which may be unlimited, as well as the rights and restrictions attached to the shares in each series included in the class. The articles of constitution may also set out the authority given to the board of directors to determine, before issue, the number of shares in, the designation of the shares of, and the rights and restrictions attached to the shares of each series of a class of shares. 3 Restrictions on the transfer of instruments or shares, if applicable Indicate the restrictions on the transfer of instruments or shares, if applicable. You may limit the transfer of instruments in order to fulfil one of the conditions for being a private issuer within the meaning of the regulations under the Securities Act (CQLR, c. V-1.1). 4 Number of directors Enter the fixed number or minimum and maximum number of directors. 5 Restrictions on business activities, if applicable If applicable, indicate the restrictions on business activities. 6 Other provisions, if applicable You may indicate any provision required or permitted by law to be included in the articles, as well as any provision permitted by the BCA to be set out in the by-laws of a corporation. 3

4 7 Date and time to be assigned to the certificate, if applicable If there is no date in the articles, the Registraire des entreprises assigns to the certificate of constitution the date the articles were received. If you do not want that date, enter the date you wish to have assigned to the certificate, provided it is later than the date on which the Registraire des entreprises received the articles. You may also indicate a time (this information is optional). The corporation will be constituted as of the date and, where applicable, the time you indicate. 8 Founders Enter the last name, first name and domicile address of the founder(s). If the founder is a legal person, enter the name, address of the head office and the title of and exact reference to the constituting act of the founding legal person. The founder must sign this section. If the founder is a legal person, the signature must be that of the person authorized by the legal person. Documents to be submitted You must file either of the following forms with the articles of constitution: the Avis établissant l adresse du siège et la liste des administrateurs; or the initial declaration required under the ALPE. You must also file the Déclaration relative au nom if you are proposing a name. If you choose to file the Avis établissant l adresse du siège et la liste des administrateurs (form RE-301) with the articles of constitution, the initial declaration required under the ALPE must be sent to us within 60 days after the date of registration. If you choose to file the initial declaration with the articles of constitution, you must complete the information pertaining to the domicile address of the legal person and the identification of the directors. Note: You must enclose payment of the prescribed fee for a certificate of constitution (see the Fees and terms of payment section). Where to send documents The articles of constitution and other documents required under the BCA must be sent by mail to the following address: Registraire des entreprises Services Québec C. P. 1153, succursale Terminus Québec (Québec) G1K 7C3 If you are proposing a name, you may enclose a note indicating the origin of the name chosen, a brief description of the corporation s business activities, the territory or territories where it carries on its business activities and, if applicable, the name reservation reference number. This information will make it easier to determine compliance with the name criteria. 4

5 Please enclose with the documents a note in which you will indicate the contact information of the person responsible for the articles (last name, first name, telephone number and address). If you are requesting priority service, mention this in the note as well as on the envelope. The information provided will be used solely for the purposes of the application and will not be entered in the enterprise register. Fees and terms of payment See form RE-101, Tarifs et modalités de paiement, on the website of the Registraire des entreprises. Once your application is filed After receiving the articles of constitution and other prescribed documents, the Registraire des entreprises records the date of receipt, reviews the articles of constitution and, where applicable, verifies whether the name is compliant. If the articles are compliant and complete, and the fees have been paid, the Registraire des entreprises issues a certificate of constitution and assigns a date to it. The Registraire des entreprises registers the corporation and assigns it a Québec enterprise number (NEQ) and then deposits the articles of constitution, the accompanying documents and the certificate of constitution in the enterprise register under this NEQ. The Registraire des entreprises sends a copy of the articles and the certificate to the corporation or its representative. The persons concerned are responsible for verifying the lawfulness and accuracy of the content of the articles and other documents sent to the Registraire des entreprises. They must also verify the corporation s information shown in the enterprise register on the website of the Registraire des entreprises at www. registreentreprises.gouv.qc.ca. The corporation is constituted as of the date and, where applicable, the time shown on the certificate of constitution. The corporation is a legal person as of that moment. The purpose of registering the corporation is to make public information that is essential to the citizens and enterprises that do business with it. The NEQ serves to identify the corporation when communicating with the Registraire des entreprises or when registering for various Québec government programs or services. For more information Visit our website at You can also consult your file online at any time using your Québec enterprise number (NEQ). 5