Compliance with the Charter of the
French Language in the posting of trade-marks
used as business names in Quebec
On November 13 of this year,
the Office québécois de la langue française
launched a communication campaign aimed at
bringing corporations to comply with the Charter
of the French Language (RSQ, c. C-11). These measures primarily
target those that use a trade-mark in their
business name with a word or expression taken
from a language other than French.
Trade-mark vs. business name
use their registered trade-mark as a business
name. The Office notes that such usage does
not exempt them from respecting the Charter of
the French Language. Section 25, paragraph 4 of
the Regulation respecting the language of
commerce and business (R.R.Q., 1981, c C-11,
r 9, s 25) states "On public signs and posters
and in commercial advertising, the following may
appear exclusively in a language other than
French: a recognized trade-mark within the
meaning of the Trade-marks Act (R.S.C.,
1985, c. T-13), unless a French version has been
registered". However, this same trade-mark used
as a business name will be subject to section 27
of the same Regulation (R.R.Q., 1981, c C-11, r
9, s 27): "An expression taken from a language
other than French may appear in a firm name to
specify it provided that the expression is
used with a generic term in the French language".
Remember also that section 63 of the Charter of
the French Language specifies that a
corporation's name must be in French.
Correcting signs and posters
using a generic expression
as a business name do not need to be translated
to comply with the Charter. It is one solution,
of course, but they can also be accompanied by a
descriptive expression (generic) or slogan
describing the products or activities. Here are
a few examples of ways to comply with the
Charter for the trade-mark Daily Living®:
Addition of a descriptive
term (generic): Ameublement Daily Living
Addition of a
slogan: Daily Living, pour un décor au goût
French version of the
trade-mark: Les Beaux Jours
Types of signs and posters
This new rule does
not apply exclusively to new businesses but to
all businesses established in Quebec, including
those that already have a francization
certificate. Although the law provides for fines
of up to $20,000 for a first offence, the Office
seems to have opted for a more flexible approach
by offering a financial support program to
correct signs and posters with financial aid of
up to $50,000 for some corporations.
démarche est basée sur la collaboration et non
sur la confrontation"
states Ms. Louise Marchand, President and
General Director of the Office québecois de la
It remains to be seen if the
businesses affected will feel concerned by
the measures and if they will respond to the
call for francization.
Not-for-profit Corporations Act comes into
Part II of the
Canada Corporations Act
(R.C.S., 1970, c. C-32)
II", in effect since 1917, gave way October 17
to the new Canada Not-for-profit Corporations
(S.C. 2009, c.23)
"NFP Act". After
numerous failed attempts ending in
dissolutions of Parliament, the
NFP Act is now in effect. Although its arrival
may have been imminent, it should be noted that
the legal community was notified less than five
days before it came into effect.
The NFP Act aims to make the
rules and procedures associated with the
incorporation and existence of not-for-profit
organizations simpler and more flexible. Among
other things, the tedious production of letters
patent is now a thing of the past. Instead,
forms are now available for all potential
transactions, from incorporation to dissolution.
Corporations Canada's websiteprovides comprehensive information in
this regard, this article aims to highlight only
a few aspects of this new legislation.
The French version
of the new act now uses the term "organisation"
rather than "corporation."
Transition from "Part II" to
the "NFP" mandatory
corporations have until October 17, 2014, to
file Articles of Continuance and new by‑laws in
accordance with the NFP Act. No government fees
will be charged for this continuance.
Corporations can keep their
name. However, the continuance may also be an
opportunity to change their name. A NUANS report is
then required, unless the corporation opts for a
numbered name. If you need a NUANS report or any
information regarding name searches, our team is
here for you.
All corporations that do not
file Articles of Continuance will be considered
inactive and will be dissolved. However, it will
be possible to file an application for revival
under the NFP Act.
Such dissolution could have
unwanted impacts on registered charity
organizations. We strongly recommend consulting
Canada Revenue Agency's Charities Directorate
if you have any questions in this regard.
note that despite the transition from one act to
the other, corporations keep the same business
number (BN) issued by the Canada Revenue Agency.
Revising and filing by-laws
governed by Part II will need to revise their
current by-laws to comply with the new NFP Act.
A template for these by-laws will be available
shortly from CRAC (fees applicable).
Whether for a continuance or
a new incorporation under the NFP Act, by-laws
must be filed with Corporations Canada within 12
months of their approval by the members of the
corporation. Corporations Canada will neither
review nor approve them. The aim of this
requirement is simply to make the by-laws
available to the public.
The incorporation made easier
organization is definitely simpler with the new
NFP Act. Indeed, rather than filing letters
patent and sworn statements, the process now
consists in submitting the Restated Articles of
Incorporation form, the Initial Registered
Office Address and First Board of Directors form
and the NUANS report, where applicable. The
government fees for incorporation are $250.
The process is also much
faster than the time when letters patent were used: the
standard of service is now 5 business days
rather than 25.
Applications can be sent to
Corporations Canada by mail, fax or email.
Accordingly, originals are not required for
filing purposes. However, online filing is not
possible. Of course, CRAC can help you file and
revise your documents and reserve a specific
date for your certificates.
1234567 CANADA FOUNDATION
New! This is now a
plausible name for a corporation under the NFP
Act. Indeed, corporations can now have a
numbered name followed by one of the following
terms: "Association", "Center", "Centre",
"Fondation", "Foundation", "Institut",
"Institute" or "Society".
New transactions possible
Changes, such as
amalgamations and continuances (import and
export), are now permitted under the NFP Act.
Forms have been created for all of these
transactions. The correction and cancellation of
articles is also allowed.
must complete and file their annual report (form
4022) with Corporations Canada within 60 days of
their anniversary date, i.e., their
incorporation, continuance or amalgamation date,
subject to a $40 fee per year. Here,
"continuance date" effectively means the date of
transition to the NFP Act. The anniversary date
then becomes their date of continuance under the
the annual report now requires that the
corporation indicate whether or not any
solicitation took place.
For those not yet continued…
Please note that
it is still possible for corporations still
governed under Part II and accordingly that have
not yet filed their Articles of Continuance to
file additional letters patent or applications
for ministerial approval. Of course, this will
no longer be possible once the corporation has
been continued under the new act.
So we are now at the start of
a countdown... The some 25,000 corporations
governed by Part II will have to be continued
under the new NFP Act by October 17, 2014, to
avoid being dissolved. Certainly,
practitioners will not miss drafting letters patent!
Please feel free to contact
our team for any information on this topic:
514-861-2722 / 1-800-361-5744 /
Continuing a Quebec charter under a different
jurisdiction: technicalities that you need to
14 of this year, it is possible to continue a
Quebec corporation under another jurisdiction (Business
RSQ, c S-31.1, s 297 to 303).
But do you know all of the steps (and their
subtleties) involved in such a transfer?
First of all, you have to get
an authorization to continue from the Quebec
Enterprise Registrar (REQ). This authorization
cannot be requested directly on the REQ's
website—an RE‑513 paper form must be used.
This form is available from our website
[French only]. It should be noted that the date
of authorization will be that on which the
authorization is issued. No specific date can be
Once this form has been
filled out and filed with the REQ, you will get
a Certificate of Authorization to Continue, and
this document will appear in the "Documents
conservés" section [French only] of the Quebec
register. Then, you will need to transmit your
application for continuance to the importing
authority along with your authorization issued
by the REQ or written confirmation that such
authorization was obtained, depending on the
rules of the importing jurisdiction. It should
be noted that no expiration date is applied to
the authorization to continue. However, CRAC
suggests confirming with the importing authority
the validity of an authorization dating back
longer than six months before submitting your
application. The relevant excerpts of the
exporting jurisdiction's legislation as well as
a legal opinion confirming that exporting is
permitted under this law may also be required.
if the importing authority is Corporations
Canada, you do not need to file the relevant
excerpts from the law or a legal opinion. In
fact, CRAC has learned that Quebec will soon
become an officially preapproved province and
that these documents are already no longer
Once the continuance is
accepted, the importing authority should declare
the change to the REQ. However, communication
times between the two authorities can sometimes
take weeks, and it is possible for the
corporation to transmit the Certificate of
Continuance to the REQ directly to complete the
file more quickly. The REQ will then issue a
Certificate of Discontinuance. This latter
certificate will bear the same date as the
Certificate of Continuance from the importing
In addition, it will not be
necessary to reregister your corporation in
Quebec because it will remain registered and
active following the Certificate of
Discontinuance. Consequently, the Quebec
enterprise number (NEQ) will stay the same.
Finally, new tax numbers will
not be issued by Revenu Québec. However, Revenu
Québec still asks that they be notified of the
discontinuance. Revenu Québec mentioned that
such a notice could temporarily be required,
since exporting a Quebec charter is new for them,
The CRAC team has developed
expertise in exporting Quebec charters. They can
help you with each and every step of the
Over the past few months, you
probably noticed all of the new things on
Incoweb! In particular, we have added the
initial legal organization of corporations,
Articles of Amendment and the translation of
Information Statements in Quebec.
Initial legal organization of
businesses (Minute Plus service)
launched our Minute Plus service on Incoweb. No
more wasting time filling out your initial
resolutions, issuing share certificates,
printing everything, gathering your documents,
etc. With this new service, your minute book
will be complete when it arrives at your office.
All that will be left to do is hand everything
over to your client! We are also offering a $10
introductory discount on our fees for this
service. You will be saving time and
(Please note that the service is
exclusive to jurists).
Provincial Articles of
Also new on
Incoweb! This new service allows you to amend
the share capital, restrictions and corporate
name of your Quebec corporation. Once again, an
introductory discount of $10 off service charges
is currently offered!
Translation of Quebec
Enterprise Register information statements
Do you have a
client who is not fluent in French? You can now
order an English translation of information
statements through Incoweb! You can get an
in-house CRAC translation in .pdf format for
your Anglophone clients' reading pleasure!
These new services come in
addition to the numerous changes made to Incoweb
since the start of the year. In fact, we had to
harmonize Incoweb with the new Business
Corporations Act (RSQ, c S-31.1). We also added new standard
provincial schedules to help you take full
advantage of the benefits of the new act and
give you more latitude. Finally, since the REQ
has decided to no longer distribute its paper
forms, we have added CRAC forms on Incoweb to
facilitate your transactions.
We invite you to keep an eye
out for many other new options to come in the
next few months.
We recently completely
updated our summary
table of the various conditions applicable to
professions permitted to incorporate [French only].
Our standard schedules for
professional corporations have also been updated
and are available on Incoweb, free of charge.
Note that in the last year,
new professions have been added to the list of
professions permitted to incorporate.
Consequently, chartered administrators;
certified translators, terminologists and
interpreters; certified management
accountants; and psychologists can
now practise their profession as a corporation.
Over the coming year, we will
keep a close eye on other professions that may
get the right to practise as a corporation. As
published in a draft regulation,
Architects, occupational therapists
and chartered appraisers are the most
likely to get this in the near future.
Please follow this
interesting link to a table on the web site of
the Office des professions, confirming the
status of various professions regarding the
practice of the profession as corporations
After being gone for two and
a half years to give birth to her two daughters,
Victoria and Julianna, Joanna Jacobson is back
at CRAC. Lively and full of energy, she
joyfully accepted the new projects awaiting her
return. Indeed, in addition to returning to the
helm of the registration and research services
department (Information on businesses, Bank Act,
RDPRM and Registre foncier). We sure