On July 1st, 2014, amendments to an Act respecting the legal
publicity of enterprises (the
"Act")1 came into force, requiring the
registration of trusts operating a commercial enterprise. These
provisions were initially introduced in Bill 128, An act to
enact the Money-Services Business Act and to amend various
legislative provisions, which was assented to on December
A trust operating a commercial enterprise, as defined by the
Enterprise Registrar, is a trust that carries on an organized
economic activity in order to make a profit. Such trusts include
business trusts such as trusts operating in the commercial,
financial, industrial or professional sector;
investment trusts such as mutual funds or royalty trusts in
which investors purchase units of participation of an operating
real estate investment trusts.
A trust operating a commercial enterprise is now required to
register with the Quebec Enterprise Registrar, in the same manner
as a corporation within 60 days of July 1st, 2014 and must also
come up with a name that is compliant with the Charter of the
French Language2 if its name is not already
compliant. However, the Act does provide for an exception for
trusts that are administered by a registered registrant. As such,
if one of the trustees of a trust is already registered, the trust
will not be able to register. Furthermore, trusts other than those
operating a commercial enterprise cannot register, even on a
As such, the following trusts are explicitly excluded from the
requirement to register:
private trusts constituted with the sole purpose of procuring a
benefit for specific persons, such as:
buy-sell agreement trusts for partnerships;
stock purchase trusts;
trust security mechanisms;
stock escrow trusts;
voting trusts created under an agreement or a testament (such
trusts usually represent an investment vehicle or protective trust
rather than a commercial activity);
Trusts operating a commercial enterprise that were already
registered with the Quebec Enterprise Registrar prior to February
14th, 2011 must update their registration in order to comply with
the new requirements dealing specifically with trusts. Furthermore,
those whose voluntary registrations were cancelled must reregister
in the 60-day delay.
The Act also provides for fines for failure to comply with the
above-mentioned registration requirements.
1 CQLR c P-44.1.
2 CQLR c C-11.
The foregoing provides only an overview and does not
constitute legal advice. Readers are cautioned against making any
decisions based on this material alone. Rather, specific legal
advice should be obtained.
Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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