Originally published in Blakes Bulletin on Tax, October
On October 7, 2009, the Quebec Finance Minister tabled Bill 63,
entitled Business Corporations Act (the Bill), in the
Quebec National Assembly. The Bill contains a number of proposals
which will be of interest to Canadian tax planners.
In the past it has not been possible to change the jurisdiction
of a Quebec corporation to another Canadian jurisdiction such as
the Canada Business Corporations Act (CBCA) or to change a
corporation from another jurisdiction into a Quebec corporation.
This has prevented a corporate reorganization by way of an
amalgamation of a Quebec corporation with corporations in other
Canadian jurisdictions. Under the Bill, such reorganizations will
be possible because it is proposed that a Quebec corporation will
be permitted to continue into another jurisdiction and vice
Other proposed changes in the Bill could make Quebec
corporations a preferable jurisdiction of incorporation in tax
At present, it is not necessary for Quebec corporations to have
Canadian directors whereas many other Canadian jurisdictions (such
as the CBCA) require their corporations to have at least 25% of
Canadian directors. This will continue to be the case under the
Currently, Quebec corporations must issue an initial share to
an incorporator as part of the process of organizing the
corporation. This will not be necessary for Quebec corporations
under the Bill.
Quebec corporations will continue to be able to issue shares
having par value (and a paid-up capital for income tax purposes)
less than the issue price of the shares. There will also be
flexibility to pay a stock dividend by issuing shares with a
nominal paid-up capital for tax purposes (commonly referred to as
In some cases, it is desirable for a corporation to have
separate classes or series of shares having identical rights and
restrictions. There was some question whether this is possible
under other corporate jurisdictions. The Bill confirms that this
will be possible for a Quebec corporation.
In other jurisdictions, the "corporate incest rules"
prevent a corporation from holding shares of its controlling
shareholder. Under the Bill, this will be permitted for a period of
Under the Bill, it will be possible to fix the date and hour of
an incorporation, amalgamation or other corporate change.
The Bill will permit the amalgamation of an insolvent
corporation with a solvent corporation so long as the corporation
resulting from the amalgamation is solvent.
Emotional culture is influenced in great part by the mindset and actions of leadership, although employees also play more of a role than they may realize in creating the culture that exists in the group.
The session will be led by Dr. Robert Brooks, an award-winning author and psychologist. In his presentation, Dr. Brooks will describe the mindset and realistic practices of leaders and staff that help to nurture and sustain a culture characterized by positive emotions, satisfying, respectful relationships, a sense of meaning and ownership for one’s work, and enhanced job performance. Examples will be offered to illustrate strategies for developing a positive emotional culture in an organization.
Join leading lawyers from the Blakes Pensions, Benefits & Executive Compensation group as they discuss recent updates and legal developments in pension and employee benefits law as well as strategies to identify and minimize common risks.
Ready? The company wants its in-house lawyers to be on the front lines, but there is little to no training around how to “look for risk,” let alone how to evaluate it or report it. Our special guest, Sterling Miller, will present simple ideas and processes you can use to spot and identify risk, and demonstrate how to evaluate and manage that risk alongside the business.
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).