AGENCY AND PROFESSIONAL FEE AGREEMENT

  1. This agreement applies between any Client of the incorporationquebec.net website and Pronto Corporate Services Inc. (hereinafter "Pronto"), operator of IncorporationQuébec.net.
  2. The Customer mandates Pronto to incorporate a corporation and prepare the organizational documents (resolutions and registers), to register a sole proprietorship, or to incorporate a non-profit organization, as the case may be.
  3. At the Client's choice, the mandate may also have other purposes, chosen by the Client in the form.
  4. The services are rendered according to the Client's instructions delivered through the incorporation or registration form and do not include any legal opinion as to the corporate structure of the corporation to be created nor any tax planning.
  5. The Customer accepts that Pronto acts, in the execution of its mandate, as intermediary with the government authorities and as founder of the company/organization, and that it signs, as representative of the company/organization/business to be incorporated, the initial declaration or the declaration of registration, as the case may be.
  6. The amount paid by the Client through the payment page of the Website constitutes an advance in trust for the total amount, including GST and QST, of the professional fees and disbursements.
  7. Government fees related to the incorporation or registration of the business are paid by Pronto as agent for the Customer.
  8. The Customer accepts that the costs associated with the transaction with Stripe will be borne by the Customer, and that therefore no more than three percent (3%) of the total amount disbursed will be held in trust by Pronto and will instead be deducted directly by Stripe from the amount paid.
  9. In case of withdrawal of the mandate, the fees will be calculated according to the steps taken and achieved in the file.
  10. The trust advance is deposited as soon as possible in the Pronto trust account.
  11. The advance in trust is applied to the fees and disbursements when the fee account is issued.
  12. Pronto may terminate the contract in whole or in part if the Customer fails to provide the information necessary for the performance of the mandate.
  13. Amounts paid for registration in tax files (GST, QST and/or DAS) are not refundable once the company, business or organization has been incorporated or registered, and a request for information has been sent to the customer by e-mail in order to obtain the information required for registration in tax files.
  14. Pronto's mandate does not include the determination of ultimate beneficiaries or material control persons who have de facto control over the company or who employ a nominee or agent to hold shares indirectly or beneficially. These, if any, must be disclosed to Pronto in order to be declared or entered in the appropriate register.
  15. In relation to the mandate to incorporate a corporation, the Customer agrees, unless otherwise specified in writing to Pronto, to the following:
  • The minimum and maximum number ofdirectors indicated in the articles of incorporation are 1 to 10;
  • When the desired shareholding is expressed by the Customer as a percentage, a total of one hundred (100) Class A (common) shares are issued. In cases where the percentages requested by the Customer do not allow for the issuance of one hundred (100) shares, Pronto will inform the Customer, who must specify in writing the number of shares to be issued to each shareholder;
  • The authorized share capital of the Company is by default composed of eight (8) classes of shares, a summary of the rights and restrictions attached to each class being available to the Customer upon request prior to the execution of the mandate;
  • Appendices to the articles of incorporation concerning the free transfer of shares and securities and other provisions are available on request prior to incorporation;
  • All requests, if any, for the issuance of shares other than Class A (common) shares, such as non-voting, preferred or control shares, must be specified in the incorporation form in the additional details section;
  • For companies incorporated under Quebec law, shares are issued without a certificate;
  • The minute book is black and binder-type, unless the customer chooses a print-only electronic format.

 

Last modified on April 14, 2024