CRAC - Review 2014 / 2015 Preview

Dear friends,

In recent weeks, you have surely become aware that the end of the year is rapidly approaching. You have likely braved the cold and snow over the past few days, and are probably reading our newsletter in the brief moments between two – or more – transactions. Although we are now engaged in our final sprint before year-end, soon we will all enjoy some well-deserved moments of rest and celebration!

For many of us, this is also a time to take stock of the past twelve months and make resolutions for the upcoming year. Here at CRAC, we are no strangers to this tradition.

2014 was a very active year for all of us. As you know, we returned to our entrepreneurial roots last May by establishing an ongoing partnership with ESC Corporate Services Ltd. This shift generated a number of changes, particularly with regard to our ordering system, invoicing, and accounting software and even a return to our @crac.com email addresses!

Following these sweeping changes, we are very proud to say that the CRAC team has remained essentially intact, and can now offer you many new services, including due diligence services. Obviously, our 2015 resolutions include a continued commitment to excellence in customer service, as well as the ability to surprise you with new capabilities!

I wish you all a very happy holiday season and all the best for 2015. May it be filled with good health and happiness!

I wish to thank you again for your business and trust in us. I look forward to hearing from you soon.

Warmest wishes,

Pierre




The ABCs of Due Diligence

Due diligence is a method in which searches are performed to obtain a complete understanding of all legal obligations associated with a person or business. It is of course not prudent nor recommended to rely solely on verifying electronic database results while undergoing this process, although they really are an excellent starting point.

Searching the electronic databases aims to reveal both present and historical information relating to debts and liabilities, pending and potential lawsuits, bankruptcy, liens and judgments.

Due diligence searches include RDPRM/PPSA, land title, Bank Act (Section 427), litigation searches including provincial bankruptcy, Bankruptcy with the Superintendent of Bankruptcy and Intellectual Property databases.

Within the RDPRM search, one can validate whether personal property of a business or individual is subject to the security interests of creditors.

A land title search includes the history pertaining to a particular parcel of real estate and confirms the current listed owner and if there are outstanding mortgages on the property. The search can be ordered in combination with a copy of the latest transfer document.

Bank Act (Section 427) search will determine if any first preferential liens on goods or inventory have been registered against an individual, business or corporation by a bank.

A litigation search will determine if an individual or business has been involved in litigation. In Québec, searches can cover all jurisdictions including criminal. Broad searches can be conducted by name (business or individual) or specific searches pursuant to a court file number that will include case details such as, parties, nature, amounts, procedures filed and judgments rendered. Copies of documents can also be obtained.

Bill 14 was adopted on last October 23, ahead of the implementation of several provisions in the new Québec Code of Civil Procedure. Specifically, as of January 1, 2015, the eligibility threshold for cases presented before the Small Claims Division of the Court of Québec’s Civil Division will rise from $7,000 to $15,000.

When conducting due diligence-related searches for docket information which generate voluminous results, current practice is to commonly exclude Small Claims Division decisions in order to refine search parameters. Once the eligibility threshold will have more than doubled, it may become more appealing to include an increasing number of decisions rendered by this body in your search results.

While not mandatory in Canada, it is always cautious to also register a security interest that has been recorded according to the terms of applicable provincial legislation with the appropriate Intellectual Property registers (under federal jurisdiction). As far as Intellectual Property goes, our verification usually includes searching the Trade-marks, Patents, Industrial Designs and Copyright databases in order to determine if the searched party owns any Intellectual Property and in the affirmative, if securities are registered against it. In this instance as well, copies of the corresponding recorded documents may be obtained.

The following should be taken into consideration when performing a due diligence search:

  • In the case of a corporation, performing a corporate search to validate the corporation’s name (including versions in another language);
  • Searching former names, predecessor names, variations of names and business names;
  • Keeping searches broad where possible.

For more information regarding security searches, please contact one of our team members at 514-861-2722 / 800-361-5744 or at rapidos@crac.com

It’s back!

On November 26, 2014, over 700 entities received official notice from the Quebec Enterprise Registrar confirming that they had 60 days to produce documents in default and that failure to do so could result in the cancellation of registrations.

The provisions set forth in An Act Respecting the Legal Publicity of Enterprises allow for the process of cancelling registrations wherein the registrant has failed to produce updating declarations for two consecutive years.

The process has not been actively enforced in recent years, but it is now officially back.

Need to know if your client’s registration is affected by this? Please contact us at 514-861-2799 (329) or at rapidos@crac.com for further information.

We remind that we can assist you with bringing your registration back to good standing with the Registrar as well as updating your corporate books.

Holiday Closings Schedule

You will find below the holiday closings for the offices of the Québec Enterprise Registrar (“REQ”), Corporations Canada and CRAC:


DateREQCorporations CanadaCRAC
Wednesday, December 24, 2014ClosedOpen until noonOpen until noon
Thursday, December 25, 2014ClosedClosedClosed
Friday, December 26, 2014ClosedClosedClosed
Monday, December 29, 2014OpenOpenOpen
Tuesday, December 30, 2014OpenOpenOpen
Wednesday, December 31, 2014ClosedOpen until noonOpen until 3:00 p.m.
Thursday, January 1, 2015ClosedClosedClosed
Friday, January 2, 2015ClosedOpenOpen

To obtain a certificate bearing a date between December 24, 2014, and December 26, 2014, we must receive your documents by Wednesday, December 24, before 10:30 a.m. at the latest.

The same also applies to users of our online system, Incoweb®.

If you need a certificate to bear the date of December 31, 2014 or January 1, 2015, we must receive your documents by Wednesday, December 31, before 10:30 a.m. at the latest.

Incoweb® users must do the same for documents transmitted to our attention online.

Please do not forget to specify the required date in your cover letter or on the articles, as the case may be. We will tend to your special requests regarding your documents and remain available for any questions that you may have.

IMPORTANT: Please note that the above is not applicable for Certificates of Attestation. Contact Kelly Cardoso (Ext. 329) at 514-861-2799 / 1 800-361-5744 or by email at kcardoso@crac.com if you need to obtain a specific date on your Certificates of Attestation.

Best wishes and Happy Holidays from of all of us at CRAC!



“Kit” for new notaries

CRAC has prepared a “kit” for new notaries at an unbeatable price. This set is offered at $259.20 excl. taxes (regular price: $320).

The “kit" contains:

  • the first notary’s register, colour of your choice (pink, black, blue, grey, burgundy, purple), with a personalised inscription on the register’s spine;
  • a personalized seal with the Québec coat of arms;
  • a roll of 500 self-adhesive seals, colour of your choice;
  • a box of 500 sheets of prestige notarized paper 100% cotton, adjustment of your choice; and
  • a packet of 25 blue corner tabs.

To order, please contact our corporate accessories department at 514-861-2722 / 1-800-361-5744 (ext. 345 or 346) or by e-mail at expedition@crac.com

SOQUIJ’s Caselaw Selection

Following a recent CRAC-SOQUIJ partnership, we are pleased to announce that moving forward, our e-newsletters will draw attention to sampling of decisions in areas such as Business law, Intellectual Property and Constitutional law especially decisions regarding the Charter of the French Language, etc. We will provide brief summaries on the decisions of interest, including a hyperlink to consult the full text on SOQUIJ’s web site, section Services aux citoyens, if desired. Please note that not all of the full texts are available in English. Enjoy your browsing!

Intellectual Property: Rôtisseries Benny failed in its attempt to obtain an interlocutory injunction ordering the respondents to cease their use of any trademarks that include the expression "Benny & Co".

The full text of the judgment is available here
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Intellectual Property: The defendants' application for a permanent injunction is granted: the plaintiff is ordered to cease using the "Mario Pizza" corporate name, the defendant's logo and menus, and any advertising that has the effect of confusing the public.

The full text of the judgment is available here
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Contract: Because the plaintiff hired the services of the defendant to create its websites, it owns the websites and is entitled to claim the related access codes and passwords.

The full text of the judgment is available here
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