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 FRANÇAIS  

December 2009  -  Vol. 23 n° 6

Farewell!

Dear clients and friends,

The holiday season is arriving apace.  It will soon be time to celebrate, with sumptuous repasts and toasts “in the eyes”. We are all looking forward to ringing in 2010 with loved ones, and saying farewell to 2009.

2010 has a very special meaning for me, as it will mark the start of a new era.  In fact, I have been heading up CRAC for 30 years now, and the time has come to make way for the next generation.

As I have a hard time saying the word “retire”, I’d rather talk about an extended vacation … I already feel better! Believe me when I say that the decision has been thoroughly weighed, discussed, assessed, understood and accepted. Yes, it is time for me to sail

off to discover new seas and hand the reins over to the up-and-comers! This is why this announcement comes with another piece of heartfelt news:  announcing that Me Annie Fredette will be filling my shoes and taking over CRAC’s reins. 

From left to right: Me Thérèse Fredette and Me Annie Fredette

As she so aptly remarked, “things will not feel too strange, as the name FREDETTE will continue at CRAC ...”

Why am I happy? What more could I ask for! Much of my life remains here … everything I value most, in fact: my business, my employees, my work and my clients. So I’m happy because:

·    The fact that all of my recommendations regarding the business’s future have been approved is very heart-warming …

·    The fact that my managers have been confirmed in their positions, with their responsibilities acknowledged is excellent …

·    The fact that my niece, a lawyer, is taking over for me is a very reassuring decision that augurs solid continuity, a smooth transition, and success for years to come.

I can depart with peace of mind and my heart at ease, with pleasure and a little nostalgia, but happy.

I know you will be in good hands and that you will support my people as you have supported me for the last 30 years.

Thank you for allowing me to work with you for all this time. Thank you for being there to say goodbye. Thank you for welcoming Annie and congratulating her on this promotion.  Thank you for continuing to do business with us! Your clientele is precious, which is why I want to keep you informed about these changes, and tell you about them myself.

For 2010, my best wishes for happiness, success, joy and health for you, your colleagues and loved ones.  

Take care and do not hesitate to contact me. I’ll be here until the end of December.

Farewell!

Thérèse Fredette

Another appointment

As you now know, Me Annie Fredette will be replacing Me Thérèse Fredette. But who will take over from Annie as head of corporate services? We are delighted to announce that another lawyer is

coming to CRAC,  Madeleine Cadieux, who was admitted to the Bar in 2007. A dynamic young attorney who founded the firm Cadieux Larivière in Chambly, Madeleine is ready to return to CRAC, where she worked following her Bachelor’s in Law, to take on new challenges. Welcome, Madeleine!

From left to right: Me Madeleine Cadieux and Me Annie Fredette

New: expedited articles of amendment!

CRAC already offers expedited electronic filing services for provincial incorporations and provincial declarations. Within 12 to 48 hours, you receive your certificate or your stamped declaration from the Quebec Enterprise Registrar.

And now, articles of amendment are included in this service.

For as little as $147.00*, the turnaround time for provincial articles of amendment using priority service is 12 to 48 hours. In order to deliver the document as quickly as possible, a stamped electronic copy of your articles of amendment will be sent to you via e-mail with no additional cost!

For articles of amendment using regular service, the turnaround time is 4 to 7 business days. The fees are $89.00*.

For more information, please contact Mr. Pierre Bilodeau at 514-861-2799 extension 343, toll-free at 1-800-361-5744 or pbilodeau@crac.com

*Government fees and taxes not included

Application of the Charter of the French Language to names:
The Quebec’s Enterprise Registrar toughens its stance

By Denis Livernoche, Manager, Name Searches, CRAC

Did you recently file a request for a new name with the Quebec’s Enterprise Registrar and were turned down, but don’t understand why?  The explanation may lie in the Registrar's new stance on the rules on how to write names drafted by the Office québécois de la langue française (OQLF).1

Firstly, note that a corporate or trade name must have a version that complies with the provisions of the Charter of the French Language, pursuant to section 9.1(1) of the Companies Act (R.S.Q., c. C-38) or section 13(1) of the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons (R.S.Q., c. P-45).

When your name request is filed, the Registrar exercises a priori controls for certain rules governing how business names are written, which primarily stem from sections 63 to 68 of the Charter of the French Language (R.S.Q. c. C-11) and section 27 of the Regulation respecting the language of commerce and business (R.S.Q. c. C-11, r.9). Some name formulations suggested in the rules were treated as recommendations, whereas the general rules were applied to the letter.  In the last several months, we have noted that some recommendations are now being applied more strictly.

Let’s start with a fairly familiar case that many will have run into: adding the generic term “Entreprise” to conform with the Charter of the French Language. For example, registering an extra-provincial entity called “National Rally Services Ltd.”, in the past, the French version of “Entreprises National Rally Services” enabled the registration request to be approved. This type of request would now be rejected, as the word “Rally” is clearly a generic English term, and the term “Rally Services” follows English grammar. The Registrar would accept suggestions such as “Entreprises de Rallye National” or “Services de Rallye National."  In short, the main rule is to determine whether the English words in the entire name are construed as generic or specific.  If they are clearly specific, simply adding the word “Entreprise” brings the name into line with the Charter.

E.g.:  Entreprise Pink Clouds   ->   acceptable

Another example involves compound words that are entirely or partially made up of words from another language.  The example of the business name “Importations Quicktrading Inc.” which appears in the OQLF composition rules would not longer be acceptable, as "Quicktrading" is a compound neologism in which the term “trading” is only a translation of the generic French term “Importations”. The general rule states that “the generic French words cannot be repeated in another language in the same name” (our translation). This means the name must be split into two versions:  “Importations Quick Inc.  / Quick Trading Inc.”

Moreover, the Registrar pushes the reasoning on this rule even further.  In a business name like “Multimédia Palvideo Inc.”, if the company’s activities are associated with video transfer, the presence of the English word “video” is deemed to add a generic term in another language within a single version, even if it is not the translation of the generic French word. The “e” in the word “video” must therefore be accented for the request to be approved.

E.g.:  Multimédia Palvidéo Inc.   ->   acceptable

But the most astounding addition of all the rules, the one that is driving discussion, is the requirement to justify the source of an acronym in a name.  For example, for a simple business name such as “F.T.B. Inc.”, the origin of the letters “F, T. and B” has to be provided with the request, to show that the acronym is French or that it has no meaning in another language.

E.g.:   F.T.B.  =    For The Best   ->   rejected

F.T.B.  =    Festival des Travailleurs du Bois   ->   acceptable

F.T.B.  =    Filion Turner Baillargeon   ->   acceptable

Lastly, for the abovementioned reasons, the Registrar also requires that an acronym’s origin be explained, regardless of whether it is accompanied by a generic word, if the first letter of the word appears in that acronym.

E.g.:     Association A. F. H. E.

           Association For the Homeless on Earth   ->   rejected

           Association Fraternelle des Hockeyeurs de l’Estrie ->  acceptable

All in all, the Quebec’s Enteprise Registrar is requiring more and more explanation and justification, to make sure that all of the rules that apply to using French in a name are obeyed, in order to comply with the provisions of the Charter of the French Language.  The Registrar recently appointed a manager to draft an internal policy on applying these rules; the policy should materialize in the coming months.  The changes have certainly sent out a shock wave.  It will be interesting to follow this matter and see whether the Registrar relaxes or hardens its position on some rules.

 _________________________________________________________

1  Office québécois de la langue française, Vivre en français, Règles d’écriture des noms d’entreprises en ligne : http://www.olf.gouv.qc.ca/francisation/entreprises/regles_ecrit.html

The incorporation of professionals: a handy checklist!

In 2008, we have prepared for you a comparative chart of the requirements applicable for the incorporation of various professions authorized by their own professional orders. We add an additional part for the professions of radiologist technologists, bailiffs and dispensing opticians (part 4).

In it you will find information regarding the date on which the regulation came into force, the holding of voting shares, the composition of the board of directors, the quorum at meetings of the board of directors, the restrictions on activities to be stipulated in the by-laws, and the conditions regarding authorized corporate names, including numbered names.

This table is a summary. It is accordingly recommended that you always also refer to the regulation that applies in your case. In fact, you will find the exact reference to this regulation in the first row of the table.

The table is divided into four parts and presented in PDF format for ease of reading.

Part 1: chartered accountants (CA), advocates, notaries, certified general accountants (CGA)

Part 2: physicians, land surveyors, optometrists, guidance counsellors and psychoeducators

Part 3: dentists, pharmacists, denturologists and physicians

Part 4: radiologist technologists, bailiffs and dispensing opticians

The order in which these various professions are presented was determined based on the effective date of the applicable regulation.

Annie Fredette, assisted by Pierre Bilodeau, produced the table.

Me Fredette also produced, in French and in English, several schedules to the by-laws of these professions. They are available, free of charge, on www.incoweb.com

 

HEADLINES

Farewell!

Another appointment

New: expedited articles of amendment!

Application of the Charter of the French Language to names:
The Quebec’s Enterprise Registrar toughens its stance

The incorporation of professionals: a handy checklist!

Federal incorporation online: how to get professional looking schedules

Did you know that with IncoWeb® your schedules come back exactly as filed once it is certified? It was a concern for many clients. It’s now settled! Thanks to an unique function exclusively available to authorized intermediaries, the underlined or bold characters, the numbering of paragraphs, the boxes, in brief the page layout is preserved at the time of the certification by Corporations Canada. Another good reason to subscribe to our IncoWeb® service!

For more information, please contact Pierre Bilodeau at 514-861-2799, ext. 343, or via e-mail at pbilodeau@crac.com
IncoWeb® training

Do you want to know more about our IncoWeb® online services? Whether you already subscribe to IncoWeb® or not, sign up for a free one-hour training session. Contact Pierre Bilodeau via e‑mail at pbilodeau@crac.com or on the telephone at 514-861-2799, ext. 343.

The training will introduce you to:

·         New work tools that will help you save time and money

·         Annual and Amending Declarations services with data extraction from the CIDREQ registry

·         The advantages of online corporate services

Training is offered in English or in French, generally early in the day, at our offices. We can, however, adapt to your specific requests regarding the schedule, and even bring the training to you if at least three people are interested in taking the training.
 
 
C.R.A.C. Corporate Research and Analysis Centre

1080 Beaver Hall Hill,
Suite 1717
Montreal (Quebec) Canada
H2Z 1S8
Tel: (514) 861-2722
Toll free: 1-800-361-5744
Fax: (514) 861-2751
E-mail: crac@crac.com

Notice: The information contained in INFO-CRAC® is of a general informative nature and in no way constitutes nor should it be construed as a legal opinion. INFO-CRAC® is published bi-monthly for the benefit of our clients. Please submit any comments in writing to crac@crac.com