P-44.1 - Act respecting the legal publicity of enterprises

Updated to 17 November 2010

This document has official status.

chapter P-44.1

Act respecting the legal publicity of enterprises

CHAPTER V FEES, CHARGES AND ADMINISTRATIVE PENALTIES

DIVISION I GENERAL PROVISIONS

75. Unless otherwise provided, any fees payable under this Act are set out in Schedule I.

Similarly, any fees payable by reference to this Act are set out in Schedule II.

Charges prescribed by regulation of the Government may be payable in addition to those fees.

2010, c. 7, s. 75.

76. Unless the law already prescribes a fee payable to the registrar, any document required by law to be deposited in the register, other than a constituting instrument, initial declaration, updating declaration or cancellation declaration, must be filed with the fee prescribed in Schedule I for the deposit of any other document.

2010, c. 7, s. 76.

77. Fees and charges prescribed by government regulation are increased by 50% if priority processing is provided on request.

The additional fee for the priority processing of a document that can be deposited in the register free of charge is equal to 50% of the annual registration fee set out in this Act.

2010, c. 7, s. 77.

78. Fees, charges and administrative penalties are payable on the filing of the documents concerned and, unless otherwise provided by law, to the registrar.

Except with respect to situations described in sections 83 and 84 to which section 27.3 of the Act respecting the Ministère du Revenu (chapter M-31) applies, the recovery of fees, charges and penalties owing by law to the registrar is prescribed 10 years after they become due.

2010, c. 7, s. 78.

CHAPTER XII AMENDING PROVISIONS

ACT RESPECTING INSURANCE

176. (Amendment integrated into c. A-32, s. 22).

2010, c. 7, s. 176.

177. (Amendment integrated into c. A-32, s. 23).

2010, c. 7, s. 177.

178. (Amendment integrated into c. A-32, s. 38).

2010, c. 7, s. 178.

180. (Amendment integrated into c. A-32, s. 189).

2010, c. 7, s. 180.

181. (Amendment integrated into c. A-32, s. 191).

2010, c. 7, s. 181.

182. (Amendment integrated into c. A-32, s. 198).

2010, c. 7, s. 182.

183. (Amendment integrated into c. A-32, s. 200.0.2).

2010, c. 7, s. 183.

Not in force

184. (Not in force).

2010, c. 7, s. 184.

Not in force

185. (Not in force).

2010, c. 7, s. 185.

186. (Amendment integrated into c. A-32, s. 200.0.16).

2010, c. 7, s. 186.

187. (Amendment integrated into c. A-32, s. 200.5).

2010, c. 7, s. 187.

188. (Amendment integrated into c. A-32, s. 200.6).

2010, c. 7, s. 188.

189. (Amendment integrated into c. A-32, s. 420).

2010, c. 7, s. 189.

190. (Amendment integrated into c. A-32, s. 422.0.2).

2010, c. 7, s. 190.

191. The Act respecting insurance (chapter A-32) is amended

(1)  (amendment integrated into c. A-32, s. 21);

(2)  (in force on 14 February 2011);

(3)  (in force on 14 February 2011).

2010, c. 7, s. 191.

FISH AND GAME CLUBS ACT

193. (Amendment integrated into c. C-22, s. 1).

2010, c. 7, s. 193.

COMPANIES ACT

196. (Amendment integrated into c. C-38, heading of Division X of Part I and s. 22.1).

2010, c. 7, s. 196.

197. (Amendment integrated into c. C-38, s. 23).

2010, c. 7, s. 197.

198. (Omitted).

2010, c. 7, s. 198.

200. (Amendment integrated into c. C-38, s. 123.160).

2010, c. 7, s. 200.

201. (Amendment integrated into c. C-38, s. 123.169).

2010, c. 7, s. 201.

202. (Amendment integrated into c. C-38, s. 123.170).

2010, c. 7, s. 202.

203. (Amendment integrated into c. C-38, s. 123.171.1).

2010, c. 7, s. 203.

204. (Amendment integrated into c. C-38, heading of Division III of Part II).

2010, c. 7, s. 204.

205. (Amendment integrated into c. C-38, s. 128).

2010, c. 7, s. 205.

206. (Amendment integrated into c. C-38, heading of Division V of Part III).

2010, c. 7, s. 206.

207. The Companies Act (chapter C-38) is amended

(1)  (amendment integrated into c. C-38, ss. 9.2, 18.1, 28.2, 123.27.1, 221.1);

(2)  (amendment integrated into c. C-38, ss. 123.15, 123.105, 123.109, 123.119, 123.136, 123.142);

(3)  (amendment integrated into c. C-38, ss. 127, 233).

2010, c. 7, s. 207.

CEMETERY COMPANIES ACT

208. (Amendment integrated into c. C-40, heading of Division IV).

2010, c. 7, s. 208.

209. (Amendment integrated into c. C-40, s. 12).

2010, c. 7, s. 209.

ACT RESPECTING THE CONSTITUTION OF CERTAIN CHURCHES

210. (Amendment integrated into c. C-63, s. 4).

2010, c. 7, s. 210.

ACT RESPECTING THE MINISTÈRE DU REVENU

221. (Amendment integrated into c. M-31, s. 97.12).

2010, c. 7, s. 221.

ACT RESPECTING THE SPECIAL POWERS OF LEGAL PERSONS

223. (Amendment integrated into c. P-16, s. 7).

2010, c. 7, s. 223.

224. (Amendment integrated into c. P-16, s. 21).

2010, c. 7, s. 224.

225. (Amendment integrated into c. P-16, s. 25).

2010, c. 7, s. 225.

ACT RESPECTING THE LEGAL PUBLICITY OF SOLE PROPRIETORSHIPS, PARTNERSHIPS AND LEGAL PERSONS

228. (Amendment integrated into c. P-45, s. 17).

2010, c. 7, s. 228.

229. (Amendment integrated into c. P-45, s. 23.1).

2010, c. 7, s. 229.

230. (Amendment integrated into c. P-45, s. 24).

2010, c. 7, s. 230.

231. (Amendment integrated into c. P-45, s. 30).

2010, c. 7, s. 231.

234. (Amendment integrated into c. P-45, s. 73.3).

2010, c. 7, s. 234.

235. (Amendment integrated into c. P-45, s. 77).

2010, c. 7, s. 235.

236. (Amendment integrated into c. P-45, s. 83).

2010, c. 7, s. 236.

237. (Amendment integrated into c. P-45, s. 84).

2010, c. 7, s. 237.

238. (Amendment integrated into c. P-45, s. 98).

2010, c. 7, s. 238.

239. (Omitted).

2010, c. 7, s. 239.

240. The Act respecting the legal publicity of sole proprietorships, partnerships and legal persons (chapter P-45) is amended

(1)  (amendment integrated into c. P-45, ss. 54, 57.2, 57.4, 80, 81, 85, 532, 534);

(2)  (amendment integrated into c. P-45, ss. 76, 79, 517).

2010, c. 7, s. 240.

ACT RESPECTING TRUST COMPANIES AND SAVINGS COMPANIES

255. (Amendment integrated into c. S-29.01, s. 50).

2010, c. 7, s. 255.

258. (Amendment integrated into c. S-29.01, s. 155).

2010, c. 7, s. 258.

260. (Amendment integrated into c. S-29.01, s. 236).

2010, c. 7, s. 260.

263. (Amendment integrated into c. S-29.01, s. 381.1).

2010, c. 7, s. 263.

276. (Omitted).

2010, c. 7, s. 276.

277. (Omitted).

2010, c. 7, s. 277.

278. (Omitted).

2010, c. 7, s. 278.

279. (Omitted).

2010, c. 7, s. 279.

CHAPTER XIII MISCELLANEOUS, TRANSITIONAL AND FINAL PROVISIONS

284. The fees or duties payable to the enterprise registrar from 1 January 2006 to 15 March 2010 are set out in Schedule IV.

The sums paid to the registrar during that period as fees, tariffs, duties or charges for any purpose listed in Schedule IV are deemed to be fees validly collected under the first paragraph. All such sums belong to the Government.

However, any amounts due that have not been paid as of 15 March 2010 are recoverable, without further formality, under this Act.

2010, c. 7, s. 284.

295. (Omitted).

2010, c. 7, s. 295.

298. For the period between 19 May 2010 and 14 February 2011, subparagraph v of subparagraph b of the first paragraph of section 69.0.0.7 of the Act respecting the Ministère du Revenu (chapter M-31) is to be read as follows:

“v. the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons (chapter P-45), the Act respecting the enterprise registrar (chapter R-17.1) and the sections listed in section 301 of the Act respecting the legal publicity of enterprises (chapter P-44.1), but only to the extent that the information is necessary for the carrying out or enforcement of those Acts or sections;”.

2010, c. 7, s. 298.

300. The Minister of Revenue is responsible for the administration of this Act.

2010, c. 7, s. 300.

The Minister of Finance exercises the functions of the Minister of Revenue provided for in this Act. Order in Council 412-2016 dated 25 May 2016, (2016) 148 G.O. 2 (French), 2923.

301. Sections 75 to 78, 176 to 178, 180 to 183, 186 to 190, paragraph 1 of section 191, sections 193, 196 to 198, 200 to 210, 221, 223 to 225, 228 to 231, 235 to 240, 255, 258, 260, 263, 276 to 279 and 284, section 295, where it replaces Division III of the regulation, and Schedules I, II and IV have effect from 16 March 2010.

However, for the period between 16 March 2010 and 13 February 2011, a reference to Schedule I or Schedule II in any of those sections is a reference to Schedule IV.

2010, c. 7, s. 301.

302. (Omitted).

2010, c. 7, s. 302.

SCHEDULE  I

(Section 75, first paragraph and section 76)

Fees relating to publicity regime


  Registration declaration

    · legal person operating for profit                                 $300

    · partnership                                                        $48

    · non-profit legal person, natural person
      or other person or group of persons                                $32


  Annual registration fee

    · legal person operating for profit,
      mutual insurance association                                       $79

    · partnership                                                        $48

    · cooperative                                                        $38

    · non-profit legal person, natural person,
      mutual benefit association or other person
      or group of persons                                                $32


  Revocation of cancellation of registration                            $100


  Resumption of existence                                               $100


  Deposit of any other document                                          $40


  Proceeding for name change                                            $500

  
  Cancellation of entry or of deposit of
  declaration or notice                                                 $100


  Correction or cancellation of inaccurate
  information in register                                               $100


  Certification of document                                              $30


  Attestation                                                            $20


  Compilation of information contained in
  statements of information                                             $100

    · for each in excess of 500                                   $0.20/file

    · for compilation prepared or communicated
      otherwise than by technological means                             $25 

2010, c. 7, Schedule I.

SCHEDULE II

(Section 75, second paragraph)

Fees payable by reference to this Act


  Preparation of research report with regard
  to name or version, including reservation of name
  
    · legal person with or without share capital                         $20


  Reservation of name                                                    $20


  Certificate of constitution or revival

    · insurance company                                                 $500

    · other                                                             $300


  Certificate of amalgamation or conversion

    · insurance company                                                 $500

    · other                                                             $300


  Certificate of continuance

    · insurance company                                                 $500

    · other                                                             $200


  Certificate of amendment, correction, consolidation,
  arrangement or cancellation of articles                               $155


  Request for authorization to be continued under
  a jurisdiction other than Québec                                      $200


  Application to correct articles                                       $155


  Letters patent

    · legal person without share capital                                $150

    · legal person governed by Part II
      of Companies Act (chapter C-38)                                   $500

    · legal person with share capital                                   $500


  Letters patent confirming memorandum of
  agreement concerning amalgamation

    · legal person without share capital                                $200

    · legal person with share capital                                   $500


  Supplementary letters patent

    · legal person without share capital                                 $50

    · insurance company                                                 $500

    · legal person with share capital                                   $150


  Constitution of a fish and game club by order                         $150


  Proceeding for name change                                            $500


  Approval of by-law to change name, to add,
  relinquish or amend version of name or
  to transfer head office

    · legal person with share capital                                   $150

    · legal person without share capital                                $50


  Confirmation of by-law increasing or reducing
  share capital                                                         $150


  Approval of by-law concerning maximum value
  of immovable property

    · legal person with share capital                                   $150

    · legal person without share capital                                $100


  Certification of document                                              $30


  Attestation                                                            $20

2010, c. 7, Schedule II.

SCHEDULE IV

(Section 285)

LEGAL PERSONS GOVERNED BY PART IA OF COMPANIES ACT

(1) The fee for the issue of

(a) a certificate of constitution as a legal person is $300;

(b) a certificate of amalgamation is $482;

(c) a certificate of continuance is $197; and

(d) a certificate of amendment is $140.

(2) The fee for applying to reserve a name or a version of a name, and for the research involved and the preparation of a research report, is $37.

(3) If the requested name or version of a name was not reserved, the fee for the research involved and the preparation of a research report for each proposed name or version is $37.

(4) The fee for certification of a copy of a document is $28.69.

(5) The fee for an attestation that a company has or has not been dissolved is $19.56.

(6) The handling fee for a document is $5.

(7) The fee for filing an application under section 123.27.1 of the Companies Act (chapter C-38) is $212.

Fees are increased by 50% if priority processing is provided on request.

LEGAL PERSONS GOVERNED BY PARTS I, II AND III OF COMPANIES ACT

DIVISION I

LEGAL PERSONS WITH SHARE CAPITAL

(1) The fee for applying for letters patent is

(a) $351 if the proposed capital is $40,000 or less;

(b) $351 plus $1.45 for each $1,000 or fraction of $1,000 in excess of $40,000 if the proposed capital exceeds $40,000 but not $100,000;

(c) $438 plus $0.76 for each $1,000 or fraction of $1,000 in excess of $100,000 if the proposed capital exceeds $100,000 but not $500,000;

(d) $742 plus $0.37 for each $1,000 or fraction of $1,000 in excess of $500,000 if the proposed capital exceeds $500,000 but not $2 000 000; and

(e) $1,297 plus $0.29 for each $1,000 or fraction of $1,000 in excess of $2 000 000 if the proposed capital exceeds $2 000 000.

Shares having a par value of less than $1 are valued at $1, and shares without par value are valued according to the aggregate consideration for which they may be issued; if that consideration is not mentioned in the application or in the supporting by-law, they are valued at $100 each.

(2) For an application for letters patent ratifying a memorandum of agreement concerning the amalgamation of companies, the fee is calculated in the same manner as for an application for letters patent.

(3) The fee for an application for supplementary letters patent is $351, except in the following cases:

(a) for a change of name or to add, relinquish or amend a version of a name, the fee is $176;

(b) for an increase in the authorized capital or in the aggregate consideration for which shares without par value may be issued, the fee is calculated by considering the increase as the proposed capital in an application for letters patent; and

(c) for an application to split shares without par value, the fee is calculated in the same manner as for an application for letters patent, taking account of the aggregate consideration for which new unissued shares may be issued; if that consideration is not mentioned in the application or the supporting by-law, the shares are valued at $100 each.

If the purpose of the supplementary letters patent is to make more than one change, only the highest of the prescribed fees is payable.

(4) The fee for filing for approval of a by-law to change a name, or to add, relinquish or amend a version of the name, under section 21 of the Companies Act, is $176.

DIVISION II

LEGAL PERSONS WITHOUT SHARE CAPITAL

(1) The fee for applying for letters patent constituting a legal person without share capital is $145.

(2) The fee for applying for letters patent to confirm a memorandum of agreement to amalgamate non-profit legal persons is $174.

(3) The fee for applying for supplementary letters patent for a legal person without share capital is $65.

(4) The fee for filing for approval a by-law to change a name, or to add, relinquish or amend a version of the name, under sections 21 and 224 of the Companies Act is $65.

DIVISION III

MISCELLANEOUS

(1) If the requested name or version was not reserved at the time of the application for letters patent or supplementary letters patent or the filing of a by-law, the fee for the research involved and the preparation of a research report with respect to a name or version of a name is

(a) $21 for a legal person without share capital; and

(b) $37 for a legal person with share capital.

The fee is payable for the research involved and the preparation of a research report for each proposed name or version of a name.

(2) The fee for the reservation of a name or version of a name and the preparation of a research report is $37.

(3) The fee for the certification of a copy of a document is $28.69.

(4) The fee for an attestation that a legal person has or has not been dissolved is $19.56.

(5) The fee for filing an application under section 18.1 or 221.1 of the Companies Act is $212.

(6) The handling fee for a document is $5.

Letters patent issued under Part II of the Companies Act are considered as supplementary letters patent issued to a company with share capital.

Fees are increased by 50% if priority processing is provided on request.

CEMETERY COMPANIES

The fee for applying for letters patent is $145.

FISH AND GAME CLUBS

The fee for applying for incorporation of a fish and game club filed by

(a) five applicants domiciled in Québec is $25;

(b) more than five applicants domiciled in Québec is $50;

(c) five applicants at least one of whom is not domiciled in Québec is $100; or

(d) more than five applicants none of whom are domiciled in Québec is $200.

LEGAL PUBLICITY OF SOLE PROPRIETORSHIPS, PARTNERSHIPS AND LEGAL PERSONS

(1) The fee for the deposit of a registration declaration is

(a) $212 for a legal person operating for profit;

(b) $43 for a partnership;

(c) $32 for a non-profit legal person or a natural person; and

(d) $32 for any other person or group.

(2) The annual registration fee for a registrant registered on 1 January is

(a) $79 for a legal person operating for profit or a mutual insurance association;

(b) $48 for a partnership;

(c) $38 for a cooperative;

(d) $32 for a non-profit legal person, a natural person or a mutual benefit association; and

(e) $32 for any other person or group.

(3) The fee for filing an initial declaration after the applicable time limit is

(a) $73 for a legal person operating for profit or a mutual insurance association;

(b) $38 for a cooperative;

(c) $32 for a non-profit legal person or a mutual benefit association; and

(d) $32 for any other person or group.

(4) The fee for filing the annual declaration after the applicable period is

(a) $39.50 for a legal person operating for profit or a mutual insurance association;

(b) $24 for a partnership;

(c) $19 for a cooperative;

(d) $16 for a non-profit legal person, a natural person or a mutual benefit association; and

(e) $16 for any other person or group.

(5) The fee for applying for the revocation of a cancellation of registration is

(a) $159 for a legal person operating for profit or a mutual insurance association;

(b) $120 for a partnership;

(c) $80 for a cooperative, a non-profit legal person, a natural person or a mutual benefit association; and

(d) $80 for any other person or group.

(6) The fee for the deposit of any other document is $20.

(7) The fee for consulting a document deposited in the register is $6.

(8) The handling fee for a document is $5.

(9) The fee for a copy or an extract of a document deposited in the register is $1.52 per page.

(10) The fee for consulting the register by telephone is $4 per file.

(11) The fee for the sending of a document by a means of telecommunication is $5.

(12) The fee for the certification of a document is $28.69.

(13) The fee for an attestation issued under section 81 or 517 of the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons (chapter P-45) is $19.56.

(14) The fee for renting a box in the offices of the enterprise registrar is $102 a year.

(15) The fee for filing an application under section 83 of the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons is $212.

(16) The fee for filing an application under section 84 or 85 of the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons is $80.

(17) The fee for a compilation of the information contained in statements of information is $100.

However, if a request requires the processing of more than 500 registrant files, the fee is $0.20 per file

(18) In addition, the following fee is payable for a compilation of information:

(a) $10 if the compilation is provided in a computer medium;

(b) $10 if the compilation is provided otherwise than by telematic means;

(c) $0.05 for each printed sheet if the compilation is produced on paper.

(19) The fee for filing an annual report under section 532 of the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons is:

(a) $84 for a legal person operating for profit; and

(b) $40 for a non-profit legal person.

(20) The fee for resumption of existence under section 534 of the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons is

(a) $308 for a legal person operating for profit; and

(b) $132 for a non-profit legal person.

Fees are increased by 50% if priority processing is provided on request.

For priority processing, on request, of a document that may be deposited in the register free of charge, the fee is

(1) $39.50 for a legal person operating for profit or a mutual insurance association;

(2) $24 for a partnership;

(3) $19 for a cooperative;

(4) $16 for a non-profit legal person, a natural person or a mutual benefit association; and

(5) $16 for any other person or group.

INSURANCE COMPANIES SINCE 10 SEPTEMBER 2009

(1) The fee for the deposit of articles and the issue of a certificate of constitution is $500.

(2) The fee for the issue of supplementary letters patent is $500.

(3) The fee for the deposit of amending articles and the issue of a certificate of amendment is $500.

(4) The fee for the deposit of articles of amalgamation or conversion and the issue of a certificate of amalgamation or conversion is $500.

(5) The fee for the deposit of articles of continuance and the issue of a certificate of continuance in accordance with section 200.0.15, 200.0.16 or 200.6 of the Act respecting insurance (chapter A-32) is $500.

2010, c. 7, Schedule IV.