Originally published in Blakes Bulletin on Business,
The Government of Quebec has officially announced that two
important new laws, the Business Corporations Act and the
Act respecting the legal publicity of enterprises, will
come into force in Quebec on February 14, 2011.
To view the text of this announcement, click here.
This development will substantially change the legal landscape
for business corporations established or doing business in the
Province of Quebec.
All business corporations constituted under Part IA of the
Companies Act will automatically and without any formality
be continued under the Business Corporations Act upon its
coming into force. Part I companies, of which there are around
3,000, will be given a period of five years – or two
years for insurance, trust and savings companies – to
effect their continuance under the new Act, and be automatically
dissolved at the end of this period if they do not do so.
It will now be possible for Quebec business corporations to
continue their existence under other jurisdictions, and for
non-Quebec business corporations to continue their existence under
the new Quebec Act.
Quebec is entering the "jurisdiction shopping" arena,
with an ultra-modern statute.
Businesses and their legal advisors should be aware of this
important development, and should consider the Business
Corporations Act of Quebec as an attractive and competitive
legal regime for incorporating or continuing their business
The new Act was designed not only to bring the Quebec
legislation up to the level of the federal statute, the Canada
Business Corporations Act, as modernized in 2001, but also to
surpass that model whenever possible, based in several respects on
original innovations or on more progressive provisions found in the
statutes of provinces, such as Ontario, Alberta, British Columbia
and New Brunswick, or in certain instances of Delaware and the
American Model Business Corporations Act.
The table attached
here outlines, in two columns, the additions that were made to
the Companies Act regime to put it on par with the
Canada Business Corporations Act (the "pluses"),
as well as those that were made to surpass the federal legislation
(the "super-pluses"). It can be seen that there are no
less than 258 "pluses" and 115 "super-pluses"
in the new Quebec Act.
Moreover, the coming into force of the Business Corporations
Act will coincide with that of the new modernized Act
respecting the legal publicity of enterprises, including the
implementation of new rules facilitating the electronic
transmission of documents to the enterprise registrar. Business
corporations will be able to use efficient online services for the
filing of their documents with the registrar.
For a brief, non-exhaustive list of possible reasons militating
in favour of choosing the Quebec Business Corporations Act
as the jurisdiction for incorporating or continuing a corporation,
On February 14, 2011, all Quebec Part IA companies will be
automatically continued under the Business Corporations
Act. Such a choice does not have to wait until then to be made
– for incorporations, it should be considered now.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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