The Business Corporations Act (Bill 63), a major reform
and modernization of the Québec Companies Act, was
enacted by Québec's National Assembly on December 4,
2009 and is expected to come into force in January 2011.
As we reported in our article on Bill
63 http://mccarthy.ca/article_detail.aspx?id=4753) (
when it was introduced in the National Assembly
in October of 2009, it is similar in content to most modern
corporate statutes such as the Canadian Business Corporations
Act (CBCA) and it contained a number of enhancements,
clarifications and innovations that will make it an appealing
corporate statute for businesses.
As enacted in its final form, Bill 63 is in all significant
respects identical to the version introduced last October, but we
note the following changes of interest:
Although shareholders will be entitled, on request, to examine
the financial statements of the corporation, its subsidiaries and
consolidated entities, the corporation may deny such request not
only if such examination would be prejudicial to the corporation
(as is presently the case in the analogous provision of the
CBCA), but also where the value of the assets, revenues or
net income of the subsidiary or consolidated entity would represent
less than 10 per cent of the corresponding amount in the financial
statements of the corporation.
The availability of the "oppression" remedy (or
"rectification of abuse of power or iniquity" as it is
referred to in the Act) is widened by clarifying that
applicants may seek redress not only in the face of certain actions
that are oppressive or unfairly prejudicial, but also when such
actions are "threatened" and may lead to such a
For a more detailed discussion of Bill 63, please see our
November 2009 Legal Update
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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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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