Legal information

A corporate book generally contains several registers, some of which are required by law and some of which are not. Probably the most important register, and one that is mandatory under both Quebec and federal law, is the securities register. This register contains details of each issue and transfer of shares, the number and class of shares held by each shareholder, and the amount outstanding on the shares (for

Unlike Canadian law, the Quebec Business Corporations Act allows shares issued by the corporation to be uncertificated. This was an important change in 2009 when the law was adopted, compared to the old Companies Act. Where shares are issued in certificated form, a share certificate must be issued and delivered to the shareholder. The certificate contains, among other things, the name of the shareholder, the number and class

The shareholders' agreement is a very important document when several people (at least two) decide to join together and run a business through a corporation. The agreement will be, in a way, like a marriage contract. Several elements are usually included in the shareholders' agreement. This article focuses specifically on exit clauses. In the absence of an agreement, the shareholders of the company are only obliged to

A member of a professional order governed by the Professional Code may carry on his professional activities within a corporation under certain conditions. Section 187.11 of the Professional Code states that to carry on activities in corporation, the board of directors of the professional order must authorize it by regulation and "determine, if applicable, the terms and conditions as well as the restrictions according to which these activities may be carried on

The bylaws (or regulations for federal corporations) are a major document in the organisation of a corporation. The bylaws generally contain governing procedures, such as the manner in which shareholder meetings and board meetings are held, and also contain any other provisions that corporate laws allow to be included. In this article, we present three important provisions that are generally found in a by-law of a corporation.

What are they? Since the Supreme Court of Canada recognized the legality of discretionary dividend shares, they have been widely used by lawyers and tax practitioners. Discretionary dividend shares have the particularity of allowing a dividend to be declared on different classes of shares at the sole discretion of the board of directors, regardless of the number or percentage of shares of each. These shares may be participating, thus entitled to the remainder in

It is recommended to mandate a professional (lawyer or notary) to incorporate a corporation. In fact, in addition to filing articles of incorporation with a suitable corporate structure that complies with the legislation, the professional organizes the company to issue shares, adopt by-laws, and elect the directors and officers of the company. However, it is possible for the public to proceed by themselves to the filing of

Many start-up entrepreneurs wonder whether they should be "registered" or "incorporated". The differences between these two ways of operating a business are significant. Registered business A so-called "registered" business is in fact a sole proprietorship (self-employed), which registers with the Registraire des entreprises. Registration is not required if the sole proprietorship operates under the name of its owner. If the business operates under another name, it must be registered

A newly created corporation must register for various accounts with the Canada Revenue Agency and Revenu Québec. The first account, which is mandatory for all corporations doing business in Canada, is the income tax account (file in Quebec). This account facilitates the filing of tax returns and should be opened immediately following incorporation. If the corporation is federally incorporated, a federal business number