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 FRANÇAIS  

October/November 2010  -  Vol. 24  n° 2

The new Quebec Business Corporations Act will come into force at the beginning of 2011!

An official report from the Quebec Enterprise Register (“REQ”) dated October 1, 2010 confirms that the new Quebec Business Corporations Act (QBCA) and the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons will come into force at the beginning of 2011. The new online services offered by the REQ will also be launched at that time. 

The exact date will be confirmed in the Gazette officielle du Québec within the next few weeks. CRAC will keep you updated.

CRAC wants your opinion

In light of the QBCA’s arrival, CRAC is getting ready to revise its general templates for share capital, by-laws and others documents. Therefore, we welcome your comments concerning any of our models! Please send your questions and comments to aroy@crac.com. Thank you in advance for your precious collaboration.

Changes to Corporations Canada

Caution: reservation of certificate dates is becoming increasingly delicate!

In addition to abolishing the reservation of dates by fax (see our reminder hereunder), requesting dates for certificates will become increasingly delicate. In fact, as soon as a filing is judged incomplete, the refusal notice will be automatically sent to the applicant and the certificate will bear the refilling date.

However, it is important to distinguish between an incomplete filing (i.e. there is a schedule missing) which will cause you to lose the date of filing as the certificate date and a request where additional information is required (i.e. consent for the use of a name). 

To protect your date, you must ensure that all necessary documents are submitted at the time of filing, so that CRAC can verify them for you.

Corporations Canada mentions that "incomplete" filings are not possible when filing online. Therefore, confirming that filing your incorporations through incoweb.com will ensure the protection of your date.

Reminder: the reservation of dates by fax is no longer permitted

As previously announced by CRAC, as of April 19, 2010, dates for your federal articles may no longer be reserved by fax.

When you require a same day filing date on your certificates, CRAC can submit your documents by email. This will ensure that your certificate bears the date of filing. However, please note that the certificate that will be issued will be an electronic version and that the email copies of your document are the documents that will be filed with Corporations Canada. 

Should you absolutely want to file the originally signed documents instead of an email version, CRAC can file your documents with Corporations Canada’s Montreal office. However, it will take longer to receive the certificate because of the delays brought on by Corporations Canada’s internal mail system. In such cases, CRAC cannot confirm processing times.

When a specific date is required for your certificates, do not forget to mention it in your instruction letter.

As always, the filing of your articles of incorporation through our online service at incoweb.com guarantees a same day filing date or any other subsequent date requested.

Changes to the name granting compendium

Certain changes were made to the Canada Business Corporations Regulations, 2001 (CBCR) and the Amalgamation Kit. The changes came into force on March 25, 2010 and pertain to corporate names but do not change the Regulations in any significant way.

The most important change pertains to the CBCR’s Section 72.1, paragraphs 184(1)b)(ii) and 184(2)b)(ii), which now states that the corporate name of a corporation resulting from a vertical short-form amalgamation or a horizontal short-form amalgamation can be any approved corporate name

In addition, Corporations Canada has rewritten its statement regarding the granting of corporate names so that it will reflect the reorganization of the Regulations and the new numbering of sections (i.e. s. 29 becomes s. 21, s. 26 becomes s. 28, etc.)

You will find the consent templates for these sections in PDF format on our website in the "Corporate Forms and Templates" section

For more information on the aforementioned, please contact Mr. Denis Livernoche by calling (514) 861-2799, ext. 335.

Federal amalgamations in December

All statutory declarations submitted with amalgamation documents must be dated no more than two weeks prior to the proposed amalgamation date. Therefore, contrary to previous years, the two-week time frame will not be extended for the month of December.

Canada Not-For-Profit Corporations Act

Through a notification issued by the Director dated October 1, 2010, we have learned that the information concerning the proposed rights and services standards under the Canada Not-For-Profit Corporations Act was tabled for review in the House on September 20, 2010 and in the Senate on September 27, 2010.  This Act should come into force during spring of 2011. Corporations Canada will issue a guide and templates approximately one month prior to the Act’s coming into force. This is one more change to the regulations targeting corporations for 2011!

Do you still have the old versions of Forms 6, 17 and 19?

We wish to inform you that the old versions of Forms 6 (Changes Regarding Directors), 17 (Articles of Dissolution) and 19 (Statement of Intent to Dissolve) are no longer accepted by Corporations Canada. In fact, the grace period granted by the Director for the use of the former versions of the forms ended October 1, 2010.

You will find the new versions of Forms 6, 17 and 19 on the CRAC’s website in the “Corporate Forms and Templates” section.

You may consult all notices issued by Corporations Canada

Useful charts on crac.com!  

Have you consulted the “Useful Information” section under the “Corporate Services” tab on crac.com? In the section, you will find a multitude of useful tools including:

News concerning the incorporation of professionals

Hearing-aid Acousticians can now incorporate

Since July 22, 2010, Hearing-aid Acousticians have been permitted to practice their professional activities within an incorporated company or an LLP. In the case of an incorporated company, the conditions mentioned in the Regulations pertaining to the articles of incorporation must be included in the shareholder’s agreement or in any other document associated with the company’s incorporation or activities. To this effect, CRAC has developed schedule templates that may be used for your articles of incorporation. Please contact Me Madeleine Cadieux by telephone at 514-861-2799, ext. 349 or by email at mcadieux@crac.com for more information.

Consult the Regulation respecting the practice of the profession of hearing-aid acoustician within a partnership or a joint-stock company

Are architects next?

According to the fall edition of ESQUISSES published by the Ordre des architectes du Québec (see page 6), the Ordre received several comments following its consultation regarding the proposed regulations that would authorize the practice of the profession within a partnership or a joint-stock company. Respondents asked that the Ordre take a more open approach to multi professions within these corporations. This question is being examined by the Ordre’s governing body before the enactment of related regulations. We will monitor this situation…

You may consult the proposed regulations in the Gazette officielle du Québec’s (G.O.) May 12, 2010 edition.

We are also watching out for…

The following professions have also published proposed regulations:

  • The Ordre des traducteurs, terminologues et interprètes agréés du Québec (published in the G.O.’s January 13, 2010 edition);
  • The Ordre des ergothérapeutes du Québec (published in the G.O.’s May 5, 2010 edition); and
  • The Ordre des psychologues du Québec (published in the G.O.’s July 28, 2010 edition).

CAP Convention: a happy 30th!

CRAC was pleased to once again attend the Canadian Association of Paralegals’ (CAP) annual convention, which took place at the Sheraton Centre in Montreal last June 18th.

We would like to take this opportunity to congratulate Kelly Cardoso on her nomination to this dynamic organization’s board of directors. Kelly is a seasoned paralegal who has been a part of our team for the past eight years.

Congratulations to Nadia Nardelli from Lapointe Rosenstein Marchand Melançon, LLP, for winning the prize donated by CRAC: a $150 gift certificate to the Relais Spa Santé.

Congratulations also go out to the organizers of the action-packed event who highlighted their association’s success through the 30th anniversary celebration. Keep striving CAP!

Juri Golf

The Juri Golf 2010 tournament benefiting the Fondation Jean Marc Paquette, which took place on June 15th, was once again a resounding success. $200,000 was raised to help women living with breast cancer.

You will surely recognize our new Senior Director in this picture (centre, 6th from the left). Not only is she replacing Me Thérèse Fredette at CRAC, she also now sits on the Foundation’s board of directors!

 

HEADLINES

The new Quebec Business Corporations Act will come into force at the beginning of 2011!

CRAC wants your opinion

Changes to Corporations Canada

Useful charts on crac.com!

News concerning the incorporation of professionals

CAP Convention: a happy 30th!

Juri Golf

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