New declaration for names at the
Registraire des entreprises
A major change brought about by the new Quebec
Business Corporations Act (RSQ, c
S-31.1), hereinafter the BCA, when it took
effect on February 14, 2011, concerned name
searches. Sections 17 and 18 of the BCA brought
on significant changes to sections 9.2 and
123.160 (5) of the old Quebec
Companies Act. In short, the obligation to
submit a name search report has been removed.
Instead, applicants are required to check a box
to confirm that they “have taken reasonable
means to ensure that the name chosen is in
compliance with the Act” when they file articles
that include a corporate name. Since the arrival
of the new Act, this box is already included in
the Articles of Incorporation and binds the
corporation to this declaration.
However, since July 21, 2012, the Registraire’s
electronic service delivery (ESD) has undergone
changes and this box has become a more official
”declaration regarding the name”. This
declaration, attached to the Articles of
Incorporation, must include, in block letters,
the first and last names of the Incorporator or,
if the latter is a corporation, the name of the
person authorized to make this declaration. This
Incorporator or authorized person must also sign
the document. Articles of Amendment,
Amalgamation or Continuance will require the
signature of an authorized director of the
Accordingly, the signatory makes this
declaration on behalf of all of the
Incorporators and, as we understand it, becomes
personally responsible for the corporation
taking these reasonable measures to ensure the
availability of a name and the consequences that
may result from this action.
The impact of such a declaration and the
constant risk of potential conflict with an
existing name must not be viewed as trivial.
There are many rules governing the use of names
in Quebec and forgetting an existing name may
lead to pitfalls. A name search and a
comprehensive analysis of the results that
addresses risks of potential conflict and takes
into account the sections of the Act is still
the best way of avoiding unpleasant surprises.
CRAC not only has the expertise you need in this
field, its comprehensive searches always include
both a written report and verbal report during
which you can openly discuss the issues.
Did you know…
CRAC guarantees its name searches?
The CRAC team always has full confidence in the
results it provides following its searches. In
the unlikely event that a name is refused by
Corporations Canada or the Registraire des
entreprises du Québec following our favourable
analysis, we will assist you in resolving the
situation. If a new search should prove
necessary, we will take care of it at no
Tax harmonization comes to Québec: A
As you may already know, Québec is the latest
province to get on board with the harmonization
of its sales tax with the Federal level. This
change is scheduled to take place on January 1,
QST will no longer be applied on GST, so in
order to ensure that the harmonization has no
impact on the province’s finances, the QST
effective rate will be increased from 9.5% to
9.975%. The rate when combined with the 5% GST
rate will result in an effective rate of 14.98%.
Revenue Québec will continue to manage the GST
The effective rate of 9.975% will be calculated
on goods and services payable as of January 1,
2013 excluding GST. It is important to mention
that there are many provisions determining when
payment becomes due, but in general, QST is
calculated on supply when payment is made or
when it is due, whichever comes first.
The harmonization will also have an impact on
the clearance of goods at customs. Presently,
under the GST system, imported goods are not
taxed until they have cleared customs. However,
under the QST system, the same goods are taxed
before clearance. In order to merge the rules in
both systems, QST will be subject to the same
conditions as GST, so goods will be taxed after
clearing customs. This change will be applied to
all imported goods supplied after December 31,
Financial services that are currently exempt
under the GST system, but are zero rated under
the QST system, will now be exempt with the
harmonization of the taxes. Therefore, financial
services will no longer be entitled to a refund
of tax paid on purchases. On January 1, 2013,
suppliers of financial services who are
registered for QST, but not GST, will have to
cancel their registration as of the same date.
CRAC can assist you with cancelling QST
registrations. Contact Kelly Cardoso at
514-861-2799 / 1-800-361-5744 ext. 329 or check
out our website (link) for more information on
our TaxExpress services.
For further information we invite you to read
the Information Bulletin at the following link:
A new era for domain names: overview
of recent developments in the arrival of new
The acronym gTLD stands for generic Top Level
Domain. Existing extensions include, for
.net, .org, .edu and .gov.
Despite the controversy surrounding the news,
the Internet Corporation for Assigned Names and
launched, early this year, a process to create
The high costs associated with the process do
not seem to have curbed applicants’ enthusiasm
in the slightest. Aside from a few exceptions,
there was a charge of approximately $185,000 for
the review of an application for a new gTLD, in
addition to maintenance and operation fees for
the register of up to $200,000 per year once
applications are accepted.
The period set for submitting an application for
the creation and operation of a new gTLD saw
close to 1,930 applications for new extensions
filed, as revealed on June 13 of this year. This
is quite significant, given that there are
currently only 22! These applications included,
for example: .attorney, .banque,
.inc, .insurance, .finance,
.law, .lawyer, .llc,
.llp, .ltd, .mutuelle,
.quebec and .web.
Since then, 7 application withdrawal requests
have been filed and 57 requests for changes to
existing applications have been received. Due to
the much higher
volume of applications than originally
anticipated, ICANN recently extended the
period reserved for the public to submit
comments regarding a given gTLD. This period was
originally set to end on August 12, 2012, but
was extended by at least 45 additional days. The
comments received will accordingly continue to
be transmitted to the examination panel.
As of August 13, 342 applications had been
reviewed and deemed satisfactory in terms of the
financial, technical and operational criteria
established. Evaluations are still taking place
at a rate of around 300 applications per month
and, according to the latest schedule released,
should end sometime around July 2013.
Also, the period for third parties to object to
a gTLD has been extended to January 12, 2013.
Remember that basic objection fees can vary
between $10,000 to
around $27,000, depending on the selected
Dispute Resolution Service Provider, the number
of Experts on the panel and/or the number of
applications objected to.
Barring any surprises, the first new gTLDs
should be introduced early next year.
CRAC’s trade-marks team is always available to
provide you with more information in this
regard. Please contact Iana Alexova at
Are we moving towards a new
Canada Business Corporations Act?
While the legal community in Quebec has just
started figuring out the new Business
Corporations Act (RSQ, c S-31.1), there are
signs to suggest that the federal legislator
could in turn consider the possibility of
undertaking the process to establish a new law
or amendments to the existing legislation.
Since the last reform of the Canada Business
Corporations Act (RSC 1985, c C-44,
hereinafter the CBCA) in 2001, several
jurisdictions have updated their own
legislation. This is true of Alberta, Ontario,
British Columbia and, of course, Quebec. Within
this new context, the Canadian legislation has
become less competitive when it comes time to
choose the jurisdiction in which to establish a
corporation. Aspects that put the federal option
at a disadvantage include a low degree of
protection for minority shareholders, the
requirement that at least 25% of directors be
Canadian residents, the prohibition to issue
unpaid shares and the fact that it is not
possible to enter the time on a certificate.
While many question this option, there are signs
indicating that Industry Canada is contemplating
the idea of reviving its legislation to address
the loss of competitiveness. In June 2010, a
report from the Standing Committee on Industry,
Science and Technology1 examined the
CBCA and recommended broad public consultation
on numerous potential amendments2.
The Committee recommended holding consultations
within the next two years.
In addition, you can view a web presentation
dated April 2, 2009 by Mr. Richard Shaw, General
Manager of Corporate Affairs at that time,
raising the possibility of a future revision of
the CBCA3. As well, as a registered
intermediary with Corporations Canada, we were
able to observe a growing willingness to make
changes to the Canadian law so that it is more
Finally, it is to be noted that the Audit and
Evaluation Branch surveyed its clientele earlier
this summer. The questions in this telephone
survey focused particularly on what was
appreciated and what was less appreciated in the
current Canadian Law. Avoiding comment on the
possibility of a reform or legislative
amendments, Industry Canada mentioned that such
audits are part of its governmental functions
and cannot be considered as indications of
legislative policy for Industry Canada.
We probably will not see a new CBCA or
amendments anytime soon, since the legislator
does not seem to have even begun the drafting
process. However, we would not be surprised to
see such a change in the near future, now that
the new Canada Not-for-Profit Corporations
Act (SC 2009, c 23) has taken effect.
1 Under section 136 of An Act to amend the
Canada Business Corporations Act and the Canada
Cooperatives Act and to amend other Acts in
consequence (SC 2001, c 14), a House of
Commons, Senate or joint committee should have
examined the CBCA within five years of its
passage in 2001 and, subsequently, conducted a
review every ten years. It should be noted that
the first review was postponed, which led to the
June 2012 report.
from the Standing Committee, June 2010
Site consulted on October 9, 2012.
Canada Presentation CRF 2009
Site consulted on October 9, 2012.
To use the title of “CPA” in a federal corporate
name, you must get written consent from the
Ordre des Comptables Professionnels Agréés du
Québec. Without this consent, Corporations
Canada will reject your application.
CPA is an official mark listed with the Canadian
Intellectual Property Office.
A brand-new improvement to our black
binders with slipcover
Ever mindful of offering superior-quality
products, CRAC has improved its standard binder
(1.5 inches) by integrating a double-lock
To manually open the rings, you must first press
on the two side levers to unlock the mechanism.
This makes the mechanism more durable and also
helps pages stay in place in the rings when
flipping through the pages of the book.
Do not hesitate to contact us to order one of
these binders today or to find out more:
514-861-2799 / 1‑800-361-5744, ext. 345, or
CRAC: a springboard for its
CRAC is proud to encourage its employees to grow
It is in this spirit that we gladly share some
good news with you!
Melissa Noodelman, who had been working in the
department of Corporate Inquiries for a little
over a year, decided to go back to school to
pursue notarial studies. Good luck, Melissa!
Johanna-Cynthia Bellamy is leaving the Corporate
Services department to join the Corporate
Inquiries team. She has been replacing Melissa
since August 28. Congratulations, Johanna!
Laurence St-Aubin, who had been working from
time to time in Corporate Services since 2011
and who oversaw the development of special
projects, began her training at the École du
Barreau in August. We wish you much success,
Bianca Sallesse Somensari, an attorney who
studied in Brazil and Portugal, first joined
CRAC as a receptionist. She is now completing
her training as a trade-marks technician with
Iana Alexova. What a dynamite team!
With a Law Degree under his belt, Pierre
Bilodeau, has been in our employe for nearly 5
years in charge of our special projects. This
year he decided to pursue his own special
project: complete the Bar in Québec City, home
to where his studies began. He has been back
with us since June and we will soon have a new
lawyer at CRAC… Congratulations future maître!
CAP annual conference
This past June 15 was the Canadian Association
of Paralegals’ (CAP) annual conference. The
representatives of CRAC, who attended as
exhibitor, were glad of the opportunity to say
hello to some familiar faces and meet new people
at our booth.
Congratulations to Patricia Savard (photo), who
won our $100 gift certificate for the Spa
Bravo to CAP for the quality of the program at
their conference and thank you to the
organizers, who manage to make this event a
ringing success year after year.
Denis Livernoche, Name Searches Manager at CRAC,
and Patricia Savard, Paralegal at Joli-Cœur