V-1.1 - Securities Act

Updated to 28 February 2003

This document has official status.

chapter V-1.1

Securities Act

TITLE I GENERAL PROVISIONS

1982, c. 48; 2001, c. 38, s. 1.

CHAPTER I SCOPE

1. This Act applies to the following forms of investment:

(1)  any security recognized as such in the trade, more particularly, a share, bond, capital stock of an entity constituted as a legal person, or a subscription right or option to purchase;

(2)  an instrument, other than a bond, evidencing a loan of money;

(3)  a deposit of money, whether or not evidenced by a certificate except a deposit received by the Gouvernement du Québec, the Government of Canada, or one of their departments or agencies;

(4)  an option or a negotiable futures contract pertaining to securities, or a Treasury bond futures contract;

(5)  an option on a commodity futures contract or financial instrument futures contract;

(6)  a share in an investment club;

(7)  an investment contract;

(8)  any option negotiable on an organized market;

(9)  any other form of investment determined by regulation of the Government.

An investment contract is a contract whereby a person, having been led to expect profits, undertakes to participate in the risk of a venture by a contribution of capital or loan, without having the required knowledge to carry on the venture or without obtaining the right to participate directly in decisions concerning the carrying on of the venture.

1982, c. 48, s. 1; 1999, c. 40, s. 327; 2001, c. 38, s. 2.

2. The scheme of securities regulation established by this Act and the regulations applies, with the necessary modifications, to the other forms of investment listed in section 1, subject to any express exemption.

1982, c. 48, s. 2.

3. The following forms of investment are exempt from the application of Titles II to VIII, except that mentioned in paragraph 10, which remains subject to Titles V and VII:

(1)  a debt security issued by the Gouvernement du Québec, the Government of Canada or the government of a Canadian province;

(2)  a security issued by a closed company, provided the issue is not contrary to the constituting documents, and provided it is not distributed by way of a public distribution; notwithstanding this exemption, Title IV applies in cases where the acquisition of securities by a closed company is considered, pursuant to section 114, to be the acquisition of securities of another company that are held by the closed company;

(3)  a security issued by a non-profit legal person, provided that its distribution entails no remuneration;

(4)  a qualifying share or a debt security issued by a financial services cooperative within the meaning of the Act respecting financial services cooperatives (chapter C‐67.3), provided that the subscription was neither solicited nor received by a remunerated salesman or canvasser, and that the share was fully paid at the time of subscription;

(4.1)  (paragraph repealed);

(4.2)  a share, other than a qualifying share, issued by a federation within the meaning of the Act respecting financial services cooperatives and distributed to the member credit unions of such a federation;

(4.3)  an investment deposit and an investment fund capital share issued by a federation within the meaning of the Act respecting financial services cooperatives and distributed to the member credit unions of such a federation;

(4.4)  a share, other than a qualifying share, issued by a federation within the meaning of the Act respecting financial services cooperatives and distributed to a legal person belonging to a group referred to in section 3 of the Act respecting financial services cooperatives;

(4.5)  a share, other than a qualifying share, issued by La Caisse centrale Desjardins and distributed to a legal person belonging to a group referred to in section 3 of the Act respecting financial services cooperatives or to a federation of credit unions, whether or not established under that Act, that is an auxiliary member of the Fédération des caisses Desjardins du Québec;

(5)  a common or preferred share in a cooperative or a cooperative federation, and a common or preferred share in the Coopérative fédérée du Québec, issued to a member or a person wishing to become a member, provided that the subscription was neither solicited nor received by a remunerated salesman or canvasser;

(5.1)  a preferred share in a mutual insurance association within the meaning of paragraph d of section 1 of the Act respecting insurance (chapter A‐32), issued to a member or a person wishing to become a member;

(6)  a debt security issued only to a member by a person referred to in paragraph 5, according to the same conditions;

(7)  an instrument evidencing a debt and issued in settlement of a credit sale or conditional sale, as long as it is not transferred to a natural person;

(8)  an instrument evidencing a debt, including a bond, as long as the issue and transfer thereof constitute, for the issuer as well as for the subscriber, and any subsequent purchaser, isolated transactions;

(9)  a deposit of money within the meaning of the Deposit Insurance Act (chapter A‐26) and the regulations thereunder, provided that it is received by a person duly registered under the said Act or by a bank listed in Schedule I or II to the Bank Act (Statutes of Canada, 1991, chapter 46) and registered with the Canada Deposit Insurance Corporation;

(10)  a credit balance referred to in section 168;

(11)  a share in a mutual fund and the units of an unincorporated mutual fund, provided that the fund is established and administered by a trust company holding a licence in accordance with the Act respecting trust companies and savings companies (chapter S-29.01), that the securities of the fund are distributed by such a trust company and that the assets of the fund are composed exclusively of unsolicited funds received from tutors to property, curators to property, liquidators, syndics, sequestrators, advisers to persons of full age, trustees or administrators of the property of others and commingled with the authorization of the depositor or his agent for the purpose of investment;

(12)  a share of an investment club where the following conditions are met:

(a)  the club does not have over 50 members;

(b)  the club does not issue debt securities;

(c)  the club does not pay any remuneration to members, except normal brokerage fees;

(d)  all of the club’s members are required to make contributions in proportion to their shares for the financing of its operations;

(13)  an insurance or annuity contract issued by an insurer holding a licence under the Act respecting insurance, except an individual variable contract that is not an individual variable life annuity or that does not guarantee payment at maturity of a benefit equal to at least 75 % of the premiums paid before 75 years of age;

(14)  a debt security issued or guaranteed by a bank listed in Schedule I or II to the Bank Act and registered with the Canada Deposit Insurance Corporation, except a debt security conferring a right of payment ranking lower than a deposit contemplated in paragraph 9 and entrusted to the issuer or the guarantor of the debt security;

(15)  a debt security issued or guaranteed by the International Bank for Reconstruction and Development, the Asian Development Bank or the Inter-American Development Bank, as long as it is payable in Canadian or American currency;

(16)  (paragraph repealed).

1982, c. 48, s. 3; 1982, c. 48, s. 339; 1984, c. 41, s. 1; 1985, c. 17, s. 96; 1987, c. 95, s. 402; 1988, c. 64, s. 561, s. 587; 1990, c. 77, s. 1; 1999, c. 40, s. 327; 2000, c. 29, s. 674; 2001, c. 38, s. 3; 2002, c. 45, s. 623; 2002, c. 70, s. 186.

4. Every agency that is a mandatary of the State, whether it is an agency of the Gouvernement du Québec, of the Government of Canada or of the government of any Canadian province, or a fund established or administered by any of such governments which exercises control over more than 10% of the voting rights attaching to the outstanding securities of a reporting issuer shall declare such control to the Commission within 10 days from the end of the month in which the acquisition was made, in the form determined by section 96.

The agency or fund shall similarly declare any change in its control greater than 1% of the voting rights attaching to the outstanding securities within 10 days of the end of the month in which the change occurred, and any other change, within 60 days after the end of the year.

1982, c. 48, s. 4; 1999, c. 40, s. 327.

4.1. Provisions of this Act or of regulations made under this Act in respect of the distribution of securities to the public, the right of a client to receive a prospectus, a confirmation slip and a statement of account, the right of a client to rescind a subscription, the voting rights attached to securities and the keeping of securities on deposit on behalf of a client apply, with the necessary modifications, to firms that pursue their activities through a securities representative governed by the Act respecting the distribution of financial products and services (chapter D-9.2).

2001, c. 38, s. 4.

CHAPTER II INTERPRETATION

5. In this Act, unless the context indicates otherwise,

“adviser” means any person who

(1)  advises others, personally or through printed materials or by any other means, as to the purchase or alienation of securities or as to becoming a party to trades in securities;

(2)  manages, under a mandate, a securities portfolio;

(3)  engages in soliciting clients in relation to his activities as adviser or portfolio manager;

“associate”, where used to indicate a relationship with a person, means

(1)  any company in which the person owns securities assuring him of more than 10 % of a class of shares to which are attached voting rights or an unlimited right to participate in earnings and in the assets upon winding-up;

(2)  any partner of that person;

(3)  any trust or succession in which the person has a substantial ownership interest or to which he fulfils the functions of a trustee or liquidator or similar functions;

(4)  the spouse of that person and his children, as well as his relatives and his spouse’s relatives, if they share his residence;

“closed company” means a company, other than a mutual fund, whose constituting documents provide for restrictions on the free transfer of shares, prohibit any distribution of securities to the public and limit the number of its shareholders to 50, exclusive of present or former employees of the company or of a subsidiary;

“distribution” means

(1)  the endeavour to obtain, or the obtaining, by an issuer, of subscribers or acquirers of his securities;

(2)  the endeavour to obtain, or the obtaining, by a firm underwriter, of purchasers for securities he has underwritten;

(3)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired under an exemption provided under sections 43 to 56, of purchasers for such securities without the benefit of a final exemption from a prospectus;

(4)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired through a transaction for which no prospectus was prepared as required by law and no exemption was granted, of purchasers for such securities;

(5)  the endeavour to obtain, or the obtaining, by a subscriber or purchaser of securities which he acquired outside Québec, of purchasers for such securities in Québec, except on a stock exchange or on the over-the-counter market;

(6)  the endeavour to obtain, or the obtaining, of purchasers for securities of a formerly closed company that have not previously been the subject of a prospectus;

(7)  the endeavour to obtain, or the obtaining, by an agent, of subscribers or purchasers of securities being distributed in accordance with subparagraphs 1 to 6;

(8)  the giving in guarantee by an issuer of securities issued by him for that purpose;

“investment club” means a group of individuals who come together for educational purposes, for a limited time, in order to learn about the stock market and diversify their portfolio through the purchase of securities from more than one issuer, and whose regular and modest contributions as members of the club constitute its capital;

“issuer” means any person who has outstanding securities, or issues or proposes to issue securities;

“misrepresentation” means any misleading information on a material fact as well as any pure and simple omission of a material fact;

“mutual fund” means a company issuing shares which must, on request of the holder, redeem them at their net asset value;

“privileged information” means any information that has not been disclosed to the public and that could affect the decision of a reasonable investor;

“reporting issuer” means an issuer contemplated in section 68;

“dealer” means any person

(1)  carrying on the activities of intermediary in the trading of securities;

(2)  trading in securities as principal, whether as his main activity or only as a secondary activity;

(3)  distributing a security for his own or another’s account;

(4)  soliciting persons as part of his activities described in subparagraphs 1 to 3;

“senior executive” means any person exercising the functions of a director, or of a president, vice-president, secretary, treasurer, controller or general manager, or similar functions;

“solicitation” means the activities of a person who regularly seeks to meet persons in their places of residence or work or in public places or who regularly uses the telephone, letters or circulars to propose that they purchase or dispose of securities or participate in a securities transaction, or to offer them services or advice for such purposes;

“unincorporated mutual fund” means a fund consisting of funds commingled under a collective investment contract managed on behalf of holders by a person who, on request, redeems the units at their net asset value;

“voting security” means any security other than a debt security carrying a voting right that may be exercised either under all circumstances or under some circumstances that have occurred and are continuing.

1982, c. 48, s. 5; 1984, c. 41, s. 2; 1987, c. 40, s. 1; 1990, c. 77, s. 2; 2001, c. 38, s. 5.

6. In the case of a patrimonium endowed with a certain degree of autonomy, such as a retirement fund, partnership, trust or group without legal personality, this Act applies as if the patrimonium had such personality, but its observance is the responsibility of the persons in charge of the patrimonium, and both civil and penal actions connected with this Act may be brought against them for acts relating to such patrimonium.

In the case of a partnership, actions referred to in the first paragraph may also be brought against the partnership or against the partners, except the special partners.

1982, c. 48, s. 6; 1984, c. 41, s. 3; 2001, c. 38, s. 6.

7. As an instance of the rule of section 6, the required disclosure in the case of an unincorporated mutual fund relates to the fund, and it is the responsibility of the person in charge of management of the fund to make the disclosure.

In the case of an investment contract, the required disclosure relates to the venture and it is the responsibility of the promoter of the venture and the persons in charge of it to make the disclosure, unless the Commission specially designates a person in virtue of section 66 or 104.

1982, c. 48, s. 7; 1984, c. 41, s. 3.

7.1. Notwithstanding the Act respecting trust companies and savings companies (chapter S-29.01), the Commission may authorize a legal person other than a trust company governed by the said Act to act as trustee of an unincorporated mutual fund in accordance with the Civil Code.

2001, c. 38, s. 7.

8. The person owning securities entitling him to elect in all cases a majority of the directors of a company has the control of that company.

1982, c. 48, s. 8; 1984, c. 41, s. 3.

9. A company is the subsidiary of another company when it is controlled by it or by companies controlled by it.

A subsidiary of a company that is itself a subsidiary of another company is deemed to be a subsidiary of that other company.

Two companies are affiliates if one is the subsidiary of the other or if both are subsidiaries of the same company or are controlled by the same person.

1982, c. 48, s. 9; 1984, c. 41, s. 3.

10. Whenever the question of the ownership of securities arises, any agreement by the effect of which the ownership of the securities is ascribed to a holder other than their true owner is disregarded.

1982, c. 48, s. 10.

10.1. For the purposes of application of this Act, the transfer of ownership in any purchase or disposition is deemed accomplished upon acceptance of the subscription or of the offer of sale or purchase.

1984, c. 41, s. 4.

10.2. The assignment or hypothecation of a security entered in the book entry system of a clearing house approved by the Commission may be made by book entries in the accounts maintained by such clearing house. Such book entries in the accounts may show merely a quantity or the amount of the securities assigned or hypothecated or the balance of the securities after clearing.

1984, c. 41, s. 4; 1992, c. 57, s. 708.

10.3. Subject to the right of an issuer to deem the person in whose name the securities are registered in its registers to be the holder, the transferee or pledgee acquires, by reason of such entry, possession available against third persons even though the securities are not distinguished from other like securities.

1984, c. 41, s. 4.

10.4. In the case of a hypothec granted by a person who does not have an account with the clearing house, the member of the clearing house who has caused the book entry to be made shall give to the person who has granted the hypothec, upon request, a certificate which constitutes proof of such hypothec.

1984, c. 41, s. 4; 1992, c. 57, s. 709.

10.5. The person who does not have an account with the clearing house may obtain, from the Commission, a certificate concerning the book entries relating to the securities that belong to him.

1984, c. 41, s. 4.

TITLE II DISTRIBUTION OF SECURITIES TO THE PUBLIC

CHAPTER I DISTRIBUTION OF SECURITIES

DIVISION I PROSPECTUS

11. Every person intending to make a distribution of securities shall prepare a prospectus and obtain a receipt therefor from the Commission. The application for a receipt must be accompanied with the documents prescribed by regulation.

Notwithstanding the foregoing, in the case of a distribution made by a dealer acting as firm underwriter, the issuer is responsible for preparing the prospectus.

1982, c. 48, s. 11; 1984, c. 41, s. 5.

12. Every person intending to make, from Québec, a distribution of securities to persons established outside Québec shall prepare a prospectus and obtain a receipt therefor from the Commission.

No prospectus is required, however, where the Commission agrees or does not object within 15 days after receiving the information required by regulation.

1982, c. 48, s. 12.

13. A prospectus must contain the information and certificates prescribed by regulation.

It must disclose all material facts likely to affect the value or the market price of the securities to be distributed.

1982, c. 48, s. 13.

14. The Commission shall issue a receipt except in the cases prescribed in section 15 or in the regulations.

The Commission may subject the issue of a receipt to the fulfilment of an undertaking or to any other condition.

1982, c. 48, s. 14.

15. The Commission shall refuse to issue a receipt if it believes it should do so for one of the following reasons:

(1)  the application is not accompanied with the documents prescribed by regulation;

(2)  the prospectus does not conform to this Act or the regulations;

(3)  the issuer is in contravention of this Act or a regulation thereunder;

(4)  the senior executives of the issuer, the persons whose holdings are sufficient to give them a determining influence over its affairs or the promotor of the venture do not appear to have the integrity necessary to safeguard the interests of its security holders;

(5)  the issuer does not appear to have the financial resources necessary to ensure the viability of its business;

(5.1)  where the issuer is not a joint-stock company, the structure of the business or venture for which the funds are solicited involves either serious conflicts of interest or an undue concentration of power in the hands of one person, without appropriate measures to counteract the effects thereof;

(5.2)  the board of directors or, where the issuer is not a joint-stock company, the corresponding organ, does not include at least two persons who are not members of the management or employees of the issuer or of companies of the same group;

(6)  the protection of investors requires it.

1982, c. 48, s. 15; 1990, c. 77, s. 4.

16. Only the following documents may be used in the course of a distribution:

(1)  a prospectus for which a receipt has been issued;

(2)  a document filed with the prospectus and mentioned therein;

(3)  an advertising document not prohibited by regulation, provided it adequately reflects the information presented in the documents contemplated in paragraphs 1 and 2, without distorting it by selective presentation or by adding misleading statements.

1982, c. 48, s. 16.

17. The document mentioned in paragraph 3 of section 16 must refer to the prospectus in the manner prescribed by regulation and give the conditions under which the prospectus is available to the public.

1982, c. 48, s. 17.

DIVISION II SIMPLIFIED PROSPECTUS

18. A distribution of securities may be made by way of a simplified prospectus if the reporting issuer meets the following two conditions:

(1)  he has filed the permanent information record provided for in section 84;

(2)  he has, for one year, satisfied the disclosure requirements defined in Title III.

1982, c. 48, s. 18; 1984, c. 41, s. 6.

18.1. In addition to its own content, a simplified prospectus includes, as integral parts, all the documents which, by regulation, are required to be incorporated with it, and any other documents to be incorporated with it under its own terms.

1984, c. 41, s. 7.

19. The rules governing a prospectus apply, with the necessary modifications, to a simplified prospectus.

The simplified prospectus must refer to the permanent information record in the manner prescribed by regulation and give the conditions under which it is available to the public.

1982, c. 48, s. 19.

DIVISION III PRELIMINARY PROSPECTUS

20. A preliminary prospectus may be filed before the prospectus contemplated in section 11 or in section 18.

The preliminary prospectus must contain the information that is to be set forth in the final version of the prospectus except such information as may be omitted under the regulations.

The Commission shall issue a receipt upon the filing of a preliminary prospectus.

1982, c. 48, s. 20.

21. From the time a receipt for a preliminary prospectus is obtained, and until a receipt for the prospectus in its final version is obtained, it is permissible, notwithstanding sections 11, 12 and 16,

(1)  to forward a preliminary prospectus to any person;

(2)  to distribute an advertising document not prohibited by regulation, provided it adequately reflects the information presented in the preliminary prospectus, without distorting it by selective presentation or by adding misleading statements;

(3)  to solicit prospective subscribers or purchasers without accepting any undertaking on their part.

1982, c. 48, s. 21.

22. The document mentioned in paragraph 2 of section 21 must refer to the preliminary prospectus in the manner prescribed by regulation and give the conditions under which the preliminary prospectus is available to the public.

1982, c. 48, s. 22.

23. The dealer soliciting prospective subscribers or purchasers during the period contemplated in section 21 shall send a copy of the preliminary prospectus to every person who requests it.

1982, c. 48, s. 23.

24. The dealer shall keep a record of the names and addresses of the persons to whom he sends the preliminary prospectus.

1982, c. 48, s. 24.

DIVISION III.1 SHELF PROSPECTUS

1984, c. 41, s. 8.

24.1. An eligible issuer may prepare a shelf prospectus, being a special type of preliminary simplified prospectus. In its final version, the prospectus shall be composed of the shelf prospectus and a supplement, unless it reiterates and supplements the information disclosed in the shelf prospectus, and brings it up to date.

1984, c. 41, s. 8.

24.2. The issuers eligible to prepare a shelf prospectus, the information such a document shall contain and the exceptions that may be made to the ordinary rules on the simplified prospectus and the preliminary prospectus are determined by regulation.

1984, c. 41, s. 8.

DIVISION IV AMENDMENT TO THE PROSPECTUS

25. Where a material change occurs in relation to the information presented in the prospectus, an amendment to the prospectus must be made.

1982, c. 48, s. 25; 1990, c. 77, s. 5.

26. In the case of a preliminary prospectus, the making of an amendment is required only for a material change occurring during the period contemplated in section 21 that is likely to have an adverse influence on the value or the market price of the securities being distributed.

Furthermore, a copy of the amendment must be sent to every person whose name appears in the record provided for in section 24.

1982, c. 48, s. 26.

27. The amendments provided for in sections 25 and 26 must be filed with the Commission as soon as practicable and in any event within 10 days after the change occurs.

The amendments require a receipt from the Commission under the same conditions as the prospectus thereby amended, except where, in the case of the prospectus in its final version, the Commission decides to issue or to refuse a receipt within the next two working days. This period is inoperative in the case of a continuous distribution.

1982, c. 48, s. 27; 1984, c. 41, s. 9.

28. Where the Commission refuses to issue a receipt for the amendment, the distribution is interrupted. However, a continuous distribution is interrupted in every case from the filing of the amendment until the obtention of a receipt for the amendment.

Once a receipt is obtained for the amendment, the prospectus may be sent only if accompanied with the amendment.

1982, c. 48, s. 28; 1984, c. 41, s. 10.

DIVISION V SENDING OF PROSPECTUS AND RIGHT OF RESCISSION

29. A dealer who receives an order to subscribe for or purchase a security offered in a distribution made in accordance with this chapter shall send to the applicant a copy of the prospectus and any amendment thereto, not later than the second working day after the subscription or purchase.

However, a dealer acting solely as agent for his client and who receives no remuneration, even indirectly, from the issuer or the vendor is not bound by the first paragraph.

1982, c. 48, s. 29.

30. A person who subscribes for or purchases from a dealer securities offered in a distribution may unilaterally rescind the subscription or the contract merely by transmitting a notice of rescission to the dealer within two days after receipt of the prospectus or any amendment thereto. The rescission has effect by operation of law from receipt of the notice.

1982, c. 48, s. 30; 1987, c. 40, s. 2.

31. Section 30 has no effect if the subscriber or purchaser is himself a dealer or if he disposes of the securities during the time for rescission.

1982, c. 48, s. 31.

32. The addressee is presumed to have received, in the ordinary course of mail, the copy of the prospectus or the notice of rescission mailed to him.

1982, c. 48, s. 32.

DIVISION VI DISTRIBUTION PROCEDURE

33. The distribution of a security must be completed within 12 months from the date of the receipt for the prospectus.

However, where the prospectus indicates an earlier date for termination of the distribution, the distribution must be terminated on that date.

1982, c. 48, s. 33; 1990, c. 77, s. 6; 1992, c. 35, s. 1.

34. A distribution may be extended for a further 12 months if

(1)  a draft prospectus containing the information and certificates prescribed by regulation and accompanied with the documents prescribed by regulation is submitted not less than 30 days before the lapse of the term specified in section 33;

(2)  a prospectus accompanied with the documents prescribed by regulation is submitted within 10 days after the lapse of the term specified in section 33;

(3)  a receipt for the prospectus is obtained from the Commission within 20 days after the lapse of the term specified in section 33.

The distribution may be continued, notwithstanding section 33, until the decision of the Commission as to the new receipt, provided that the time limits prescribed in subparagraphs 1 and 2 of this section are observed.

Any additional year runs from the date of the receipt for the prospectus.

1982, c. 48, s. 34; 1990, c. 77, s. 7.

35. The Commission may extend a time limit provided in section 34 on such conditions as it may determine.

1982, c. 48, s. 35.

36. A person who subscribes for or purchases securities distributed in contravention of this division may unilaterally rescind the subscription or purchase.

The person needs merely to transmit a notice of rescission to the dealer within 30 days of his first knowledge of the contravention. The rescission has effect by operation of law from receipt of the notice.

1982, c. 48, s. 36.

37. In case of doubt, the Commission shall decide whether a distribution of a security has ceased or is still in progress.

No appeal lies from the decision.

1982, c. 48, s. 37.

38. The Commission may order that a distribution cease

(1)  if the prospectus or preliminary prospectus does not conform to this Act or the regulations;

(2)  if the amendment required by section 25 or 26 has not been made within the prescribed time;

(3)  if the Commission considers that the protection of investors requires it.

The distribution may be resumed only with the authorization of the Commission.

1982, c. 48, s. 38.

39. The Commission may require that the content of the order made under section 38 be communicated under such conditions as it may determine to all the persons to whom the prospectus has been sent.

1982, c. 48, s. 39.

40. Where a third person proposes to make a distribution of the securities of an issuer, the Commission may order the issuer to provide the documents and information necessary to prepare the prospectus or any other document in lieu thereof.

1982, c. 48, s. 40.

40.1. Every prospectus of any type, document authorized by the Commission for use in lieu of a prospectus, offering notice or offering memorandum contemplated in this Act or the regulations and permanent information record contemplated in Title III, as well as every take-over bid circular, take-over bid, circular of a board of directors and notice of a senior executive contemplated in Title IV, shall be drawn up in French only or in French and English.

1983, c. 56, s. 44; 1984, c. 41, s. 12.

CHAPTER II EXEMPTIONS

DIVISION I EXEMPTIONS DUE TO THE NATURE OF THE SECURITIES

41. No prospectus is required for the distribution of the following securities:

(1)  a debt security guaranteed by the Gouvernement du Québec, the Government of Canada or the government of a Canadian province;

(2)  a debt security issued or guaranteed by

(a)  a municipality, a metropolitan community, a school board or the Comité de gestion de la taxe scolaire de l’île de Montréal;

(b)  a transit authority established under an Act of Québec;

(c)  a public institution or regional council within the meaning of the Act respecting health services and social services for Cree Native persons (chapter S‐5), a public institution or a regional board within the meaning of the Act respecting health services and social services (chapter S‐4.2), or the Corporation d’hébergement du Québec;

(d)  a Québec university;

(e)  a general and vocational college;

(f)  a fabrique constituted under the Act respecting fabriques (chapter F‐1);

(g)  an intermunicipal management board;

(3)  a promissory note payable in one year or less and evidencing, if distributed to a natural person, a debt for a sum of $50 000 or more.

1982, c. 48, s. 41; 1984, c. 41, s. 13; 1988, c. 84, s. 700; 1990, c. 85, s. 120; 1992, c. 21, s. 357, s. 375; 1993, c. 67, s. 122; 1994, c. 23, s. 23; 1996, c. 2, s. 988; 1999, c. 40, s. 327; 1999, c. 34, a. 60; 2000, c. 56, s. 218; 2002, c. 75, s. 33.

42. The exemption provided for in paragraph 2 of section 41 presupposes the existence of one of the following conditions:

(1)  the person concerned has the power to levy a tax on landed property located in a Canadian province;

(2)  the person concerned may issue debt only under the supervision of a department or public body established pursuant to an Act of Canada or a Canadian province;

(3)  the National Assembly votes annual appropriations for repayment of the debt and payment of interest.

1982, c. 48, s. 42; 1982, c. 62, s. 143; 1999, c. 40, s. 327.

DIVISION II EXEMPTIONS DUE TO THE NATURE OF THE DISTRIBUTION

43. No prospectus is required where a distribution of securities is made to a sophisticated purchaser and the offer is made without any advertisement.

Likewise, no prospectus is required where a distribution of securities is made to the Gouvernement du Québec or its departments or agencies that are mandataries of the State, to the Government of Canada or the government of a Canadian province, or to any of their departments or agencies.

1982, c. 48, s. 43; 1999, c. 40, s. 327.

44. Each of the following persons is a sophisticated purchaser to the extent that he subscribes for or purchases securities for his own account:

(1)  a company all of the voting securities of which belong to the Gouvernement du Québec or its departments or agencies that are mandataries of the State, to the Government of Canada or the government of a Canadian province, or to one of their departments or agencies;

(2)  a bank or an authorized foreign bank listed in Schedule I, II or III to the Bank Act (Statutes of Canada, 1991, chapter 46);

(3)  a savings company holding a licence under the Act respecting trust companies and savings companies (chapter S‐29.01) and a loan and investment society registered in accordance with the Loan and Investment Societies Act (chapter S‐30);

(4)  a financial services cooperative within the meaning of the Act respecting financial services cooperatives (chapter C‐67.3);

(5)  the Caisse centrale Desjardins du Québec established under the Act respecting the Mouvement des caisses Desjardins (1989, chapter 113);

(6)  a trust company licensed under the Act respecting trust companies and savings companies;

(7)  an insurance company licensed under the Act respecting insurance (chapter A‐32);

(8)  a municipality, a metropolitan community, a school board, the Comité de gestion de la taxe scolaire de l’île de Montréal, an intermunicipal management board or a public agency or body established pursuant to an Act of the Government of Canada or of the government of a Canadian province;

(9)  a dealer or an adviser registered in conformity with section 148;

(10)  a pension fund with assets of over $100 000 000 and governed by the Supplemental Pension Plans Act (chapter R‐15.1) or the Pension Benefits Standards Act, 1985 (Revised Statutes of Canada, 1985, chapter 32, 2nd Supplement);

(11)  the subsidiary of a person mentioned in paragraph 2, 6 or 7, to the extent that such person holds all the voting securities;

(12)  a person designated in an order of the Commission on such conditions as it may determine.

1982, c. 48, s. 44; 1987, c. 95, s. 402; 1988, c. 64, s. 587; 1988, c. 84, s. 700; 1989, c. 38, s. 319; 1990, c. 85, s. 121; 1996, c. 2, s. 989; 1999, c. 40, s. 327; 2000, c. 56, s. 218; 2000, c. 29, s. 675; 2002, c. 45, s. 624; 2002, c. 75, s. 33.

45. A trust company licensed under the Act respecting trust companies and savings companies (chapter S-29.01), an insurance company holding a licence under the Act respecting insurance (chapter A-32) or a dealer or adviser registered in conformity with section 148 is also a sophisticated purchaser when purchasing or subscribing for securities for the portfolio of a third person managed solely by that company, dealer or adviser.

1982, c. 48, s. 45; 1987, c. 95, s. 402.

46. A person who makes a distribution of securities under an exemption provided for in section 43 shall, within ten days thereafter, file a notice with the Commission accompanied with the information prescribed by regulation.

1982, c. 48, s. 46.

47. No prospectus is required of a non-reporting issuer where he distributes his securities to not more than 25 subscribers, if the transaction meets the following conditions:

(1)  each subscriber is acting for his account;

(2)  the securities are distributed only to persons able to evaluate the prospective investment by virtue of their financial experience or of advice received from a registered person other than the promoter, to senior executives of the issuer or of an affiliated company, or to persons associated with such executives;

(3)  each transaction is evidenced in writing and the contract contains the provisions prescribed by regulation;

(4)  the distribution is completed within 6 months;

(5)  the distribution is made without advertisement and without any distribution or promotional expenses apart from professional fees and the remuneration paid to a registered dealer;

(6)  the promoter of the transaction, except a registered dealer, has not taken part in a distribution under this exemption within the previous 12 months;

(7)  the issuer has never before availed himself of this exemption.

Similarly, no prospectus is required for a subsequent transfer between persons who subscribed for the securities. Nor is it required for transfers to associates of the subscribers, provided the Commission is given five days’ prior notice of the transaction.

Exemption under this section applies only if the Commission agrees thereto after receiving an offering memorandum prepared in the form prescribed by regulation which must be transmitted to the prospective purchasers of the securities before the issuer accepts any undertaking from them.

The issuer shall notify the Commission in the form prescribed by regulation within 10 days after conclusion of the distribution.

1982, c. 48, s. 47; 1984, c. 41, s. 14; 1987, c. 40, s. 3; 1990, c. 77, s. 8.

47.1. The exemption provided for in section 47 is not available for the distribution of shares of a mutual fund or units of an unincorporated mutual fund.

1984, c. 41, s. 14; 1985, c. 30, s. 98.

48. No prospectus is required of a issuer where he distributes tax-shelter securities, that is, securities that give entitlement to tax exemptions, to not more than 50 subscribers, if the transaction meets the conditions set forth in subparagraphs 1 to 5 of the first paragraph of section 47.

Similarly, no prospectus is required for a subsequent transfer between persons who subscribed for the securities. Nor is it required for transfers to associates of the subscribers, provided the Commission is given five days’ prior notice of the transaction.

1982, c. 48, s. 48; 1984, c. 41, s. 15; 1990, c. 77, s. 9.

48.1. Exemption under section 48 applies only if the Commission agrees thereto after receiving an offering memorandum prepared in the form prescribed by regulation which must be transmitted to the prospective purchasers of the securities before the issuer accepts any undertaking from them.

1984, c. 41, s. 15; 1990, c. 77, s. 10.

48.2. No issuer making a distribution of tax-shelter securities may avail himself of the exemption provided for in section 47.

1984, c. 41, s. 15.

49. An issuer making a distribution under an exemption by virtue of section 48 shall, within ten days of its completion, notify the Commission in the form prescribed by regulation.

1982, c. 48, s. 49; 1984, c. 41, s. 16.

50. No prospectus is required for the exchange of securities in the context of a merger or reorganization, if the Commission agrees thereto or does not raise any objection within 15 days of receiving the information required by regulation.

1982, c. 48, s. 50; 2001, c. 38, s. 14.

51. No prospectus is required for the distribution of securities without advertisement where the total cost of subscription or purchase is at least $150 000 per person, provided that each person is acting for his own account. The person making the distribution shall give the notice provided for in section 46.

This exemption is not available in the case of securities distributed to a company established solely to acquire securities under this exemption.

1982, c. 48, s. 51; 1984, c. 41, s. 17.

52. An issuer is not required to prepare a prospectus in the following cases:

(1)  the distribution to holders of its securities of an exchange, conversion or subscription right relating to its securities, as well as of the securities issued on the exercise of that right;

(2)  the distribution of securities by stock-dividend distribution or through dividend re-investment plans;

(3)  the distribution of securities to its shareholders through subscription plans;

(3.1)  the distribution of shares, other than qualifying shares, by a financial services cooperative within the meaning of the Act respecting financial services cooperatives (chapter C-67.3) to members of such a cooperative who are already holders of such shares, other than qualifying shares, through a subscription plan;

(4)  the distribution of portfolio securities issued by a reporting issuer to permit the exercise of an exchange, conversion or subscription right previously granted by the issuer;

(5)  the distribution of securities of its own issue to its employees and senior executives or those of an affiliate who are not induced to purchase by expectation of employment or continued employment.

These exemptions are available only where the distribution is made without any expenditures for distribution or promotion other than the professional fees and remuneration paid to a registered dealer.

1982, c. 48, s. 52; 1984, c. 41, s. 18; 1990, c. 77, s. 12; 2000, c. 29, s. 676.

53. The exemptions provided for in section 52 apply only where the Commission agrees thereto or does not raise any objection within 15 days of receiving the information required by regulation.

In the cases provided for in paragraphs 1, 3, 3.1 and 5 of section 52, the issuer must prepare an offering notice in the form prescribed by regulation subject to examination by the Commission on the conditions prescribed in the first paragraph and send it to the persons contemplated by the distribution, before accepting any undertaking on their part.

1982, c. 48, s. 53; 1990, c. 77, s. 13.

53.1. Where a material change occurs in relation to the information presented in the offering memorandum referred to in section 47, 48.1 or 53, an amendment to the offering memorandum must be made.

The amendment shall be submitted for approval to the Commission, which must make a decision within two working days after receipt. If approval is refused, the distribution shall cease. If the amendment is approved, the offering memorandum may not be sent unless accompanied with the amendment.

1990, c. 77, s. 14.

54. No prospectus is required for the distribution of voting securities where the number of holders of voting securities after the distribution is completed is not greater than five, provided the distribution is made without advertisement.

Each undivided joint owner of one security is counted as one security holder.

However, this exemption is available only to the extent that the promoter of the transaction has not availed himself thereof in the preceding 12 months.

1982, c. 48, s. 54; 1992, c. 35, s. 3.

55. No prospectus is required for a firm underwriting by a broker registered in Québec.

1982, c. 48, s. 55.

56. No prospectus is required where an issuer gives in guarantee securities issued by him for that purpose.

1982, c. 48, s. 56.

Not in force

56.1. The exemptions provided for in this division are not available for the distribution of securities by an issuer who is in contravention of this Act or the regulations.

The same rule applies to the distribution by a person of securities subscribed or purchased during a distribution made in contravention of this Act or the regulations.

1984, c. 41, s. 19.

DIVISION III FINAL EXEMPTIONS

57. The Government, by regulation, shall determine which securities qualify as “gilt-edged securities”.

1982, c. 48, s. 57; 1984, c. 41, s. 20.

58. No prospectus is required for the alienation of securities of a reporting issuer purchased under an exemption provided for in section 43, 47, 48 or 51, provided the initial purchaser and subsequent purchasers have held the securities for a fixed period immediately preceding the alienation, and, where the seller is an insider of the issuer, provided the reporting issuer has complied with the applicable disclosure requirements during the same period.

The period provided for in the preceding paragraph is

(1)  six months in the case of a gilt-edged security;

(2)  12 months in the case of other securities;

(3)  (subparagraph repealed).

1982, c. 48, s. 58; 1984, c. 41, s. 21; 1990, c. 77, s. 15.

59. The exemption provided for in section 58 applies also to debt securities not issued by a reporting issuer but guaranteed by a reporting issuer having a security listed on a recognized stock exchange.

The prescribed period is then 12 months.

1982, c. 48, s. 59.

59.1. The Commission may require any person invoking the benefit of an exemption in virtue of section 58 or 59 to prove that the securities were held for the required period.

1984, c. 41, s. 22.

60. No prospectus is required for the alienation of securities purchased under an exemption provided for in section 50 if the issuer or one of the parties to the merger or to the reorganization is a reporting issuer and has complied with the applicable requirements for 12 months.

1982, c. 48, s. 60; 2001, c. 38, s. 18.

61. No prospectus is required for the alienation of securities purchased under an exemption provided for in section 52 if the issuer is a reporting issuer and has complied with the applicable requirements for more than 12 months.

1982, c. 48, s. 61.

62. The exemptions provided for in sections 58 to 61 apply only if no effort is made to prepare the market or to create a demand for the securities being distributed.

1982, c. 48, s. 62.

63. No prospectus is required where a take-over bid by way of an exchange of securities is accompanied with a take-over bid circular consistent with Title IV or is made under an exemption in accordance with section 121.

1982, c. 48, s. 63; 1987, c. 40, s. 4.

CHAPTER III SPECIAL REGULATORY SCHEMES

64. Mutual funds, unincorporated mutual funds and any other issuer of a category of admissible issuers determined by regulation may, if they have filed the permanent information record provided for in section 108, prepare a simplified prospectus in the special form prescribed by regulation.

1982, c. 48, s. 64.

65. (Repealed).

1982, c. 48, s. 65; 1984, c. 41, s. 23.

66. In the case of an investment contract, the Commission may designate the persons who are to be liable for the obligations imposed on the issuer.

1982, c. 48, s. 66.

67. In the case of the securities referred to in subparagraphs 4 and 5 of the first paragraph of section 1, negotiable on an organized market, or in the case of the options referred to in subparagraph 8 of the same paragraph, the issuing person must, instead of preparing a prospectus, be qualified by the Commission in accordance with the conditions prescribed by regulation.

The issuing person must also prepare an information document describing how the market operates and, where such is the case, the various types of contracts; he must submit the document to the Commission for approval.

This section shall apply only in the case of securities issued by a clearing house, a stock exchange or a body considered by the Commission to be of the same nature.

1982, c. 48, s. 67; 1987, c. 40, s. 5; 1992, c. 35, s. 4.

TITLE III DISCLOSURE REQUIREMENTS

CHAPTER I REPORTING ISSUER

68. A reporting issuer is an issuer that, having made a distribution of securities to the public, is subject to the continuous disclosure requirements specified in Chapter II of this title.

An issuer is deemed to have made a distribution of securities to the public where

(1)  a prospectus has been filed in respect of one of its securities and a receipt therefor obtained from the Commission;

(2)  its securities, offered as consideration in a take-over bid by way of an exchange of securities, have been described in a circular filed with the Commission;

(3)  any of its securities has been listed on a stock exchange in Québec at any time from 6 April 1983;

(4)  its securities have been distributed following a consolidation or reorganization involving at least one reporting issuer;

(5)  its existence is the result of the continuance of an issuer contemplated in subparagraphs 1 to 4;

(6)  it is contemplated in section 68.1 or 338.

An issuer who files a prospectus and obtains a receipt therefor from the Commission for the sole purpose of becoming a reporting issuer is also deemed to have made a distribution of securities to the public. The prospectus must contain the information and certificates prescribed by regulation and disclose all the material facts likely to affect the value or the market price of the securities already issued. The rules specified for a prospectus in Title II do not apply to the prospectus.

1982, c. 48, s. 68; 1984, c. 41, s. 24; 1990, c. 77, s. 16; 2001, c. 38, s. 21.

68.1. An issuer subject to equivalent continuous disclosure requirements established by another legislative authority may apply to the Commission to become a reporting issuer and to have the period for which it has fulfilled the requirements taken into account.

The issuer shall attach to its application the continuous disclosure documents already filed in the other province, since the beginning of the last financial year, with the competent authorities, and a certificate from them establishing that it is subject to the continuous disclosure requirements and the number of years for which it has fulfilled the requirements.

Upon approval of the application, holders of securities of the issuer may avail themselves of the exemptions in virtue of sections 58 to 61. If the issuer has already filed a prospectus in the regular form in another province of Canada, and has been meeting the continuous disclosure requirements of that province for one year, the Commission may authorize it to prepare a simplified prospectus, provided the additional information required by the Commission is included therein.

1984, c. 41, s. 25.

69. In the case of a reporting issuer that has fewer than 15 security holders whose latest addresses as shown in the records of the reporting issuer are in Québec, the Commission may, on application, revoke the issuer’s status as a reporting issuer or, on such conditions as it may determine, release the issuer from all or part of the continuous disclosure requirements specified in Chapter II of this title.

The Commission may require the issuer to provide a statement attesting that the securities registered in the name of a dealer do not belong to holders resident in Québec.

1982, c. 48, s. 69; 1984, c. 41, s. 26.

69.1. An issuer that has become a reporting issuer following the filing of a prospectus for which a receipt was obtained from the Commission may, where the distribution in question does not result in the anticipated issue of securities, apply to the Commission to have his status as a reporting issuer revoked.

An issuer that has become a reporting issuer as a result of a take-over bid circular filed with the Commission may, where the take-over bid by way of exchange of securities does not result in the anticipated exchange of securities, apply to the Commission to have his status as a reporting issuer revoked.

In each of the above cases, the Commission may revoke the issuer’s status as a reporting issuer or, on such conditions as it may determine, release the issuer from all or part of the continuous disclosure requirements specified in Chapter II of this Title.

1990, c. 77, s. 17.

70. The Commission shall keep a public register of reporting issuers.

1982, c. 48, s. 70.

71. Upon the application of any interested person, the Commission shall issue a certificate which is proof of its content in respect of the standing of a reporting issuer.

1982, c. 48, s. 71.

72. No person who knows or reasonably ought to know that a reporting issuer is not in good standing may adduce a certificate as proof in his defence.

1982, c. 48, s. 72.

CHAPTER II CONTINUOUS DISCLOSURE

DIVISION I TIMELY DISCLOSURE

73. Where a material change occurs that is likely to have a significant influence on the value or the market price of the securities of a reporting issuer and is not generally known, the reporting issuer shall immediately prepare and distribute a press release disclosing the substance of the change.

A copy of the press release must be filed immediately with the Commission.

1982, c. 48, s. 73.

74. A reporting issuer is not required to prepare a press release if senior management has reasonable ground to believe that disclosure would be seriously prejudicial to the interests of the issuer and that no transaction in the securities of the issuer has been or will be carried out on the basis of the information not generally known.

When the circumstances that justify non-disclosure have ceased to exist, the issuer shall comply with section 73.

1982, c. 48, s. 74.

DIVISION II PERIODICAL DISCLOSURE

75. Within 140 days from the end of its financial year, every reporting issuer shall file with the Commission annual financial statements and an auditor’s report in the form determined by regulation.

1982, c. 48, s. 75; 1984, c. 41, s. 27.

76. Within 60 days from the end of each of the first three quarters of its financial year, every reporting issuer shall file with the Commission quarterly financial statements in the form determined by regulation.

However, in the case of a reporting issuer’s first financial year, the Commission determines, after consultation with the issuer, which financial statements must be filed.

1982, c. 48, s. 76; 1984, c. 41, s. 28.

77. Within 140 days from the end of its financial year, every reporting issuer shall send to every registered holder of its securities, other than holders of debt securities, and to the Commission, an annual report containing the financial statements and the auditor’s report provided for in section 75, together with the other information required by regulation.

1982, c. 48, s. 77.

78. Within 60 days after the end of each of the first three quarters of its financial year, every reporting issuer shall send to every registered holder of its securities, other than holders of debt securities, the financial statements provided for in section 76.

1982, c. 48, s. 78; 1984, c. 41, s. 29.

79. Upon the application of a reporting issuer, the Commission, on such conditions as it may determine, may exempt a reporting issuer from reporting in its financial statements any information that should normally appear, if the issuer proves that it would be seriously prejudicial to it.

1982, c. 48, s. 79.

80. The financial statements provided for in this Act or the regulations must be drawn up in accordance with the relevant provisions of this Act and the regulations, with generally accepted accounting principles and with any additional requirements prescribed by the policy statements.

The auditor’s report must be drawn up in accordance with any relevant provision of the regulations, with generally accepted auditing standards and with any additional requirements prescribed by the policy statements.

1982, c. 48, s. 80; 1984, c. 41, s. 30.

80.1. An issuer who has distributed securities under an exemption provided for in section 47 or 48 must, within the time limits specified in sections 75 and 76, file with the Commission and send to every registered holder audited annual financial statements and unaudited quarterly financial statements in the form determined by regulation for financial statements required under sections 75 and 76.

1990, c. 77, s. 18.

80.2. The sending of documents referred to in this division or in Division III to the holder ceases to be required when documents sent to the address indicated have been returned to the sender.

The holder may again become entitled to receive such documents upon notifying the sender in writing of his new address.

1992, c. 35, s. 5.

DIVISION III PROXY SOLICITATION

81. When the management of a reporting issuer calls a meeting of holders of voting securities, it shall concurrently with the notice of meeting send a form of proxy prepared in the form prescribed by regulation, except where the constituting Act prohibits the soliciting of proxies.

1982, c. 48, s. 81; 1999, c. 40, s. 327.

82. Every person who solicits proxies for a meeting of holders of voting securities of a reporting issuer shall send to the persons solicited and to the Commission a circular prepared in the form prescribed by regulation.

This rule also applies to any form of solicitation of security holders to execute, withhold or revoke a proxy and to the sending of forms under section 81.

1982, c. 48, s. 82; 1984, c. 41, s. 31.

82.1. The management of the reporting issuer must send the circular described in section 82 in all cases, even when, pursuant to a prohibition imposed by the law of the place of its constitution, it does not solicit proxies.

The management shall send the circular to all its registered security holders, except holders of debt securities or preferred shares who will not be entitled to vote at the meeting to which the circular refers.

1984, c. 41, s. 32; 1990, c. 77, s. 19; 1999, c. 40, s. 327.

83. The circular provided for in section 82 is not required for a solicitation made by a person unconnected with the management of the reporting issuer, to not more than 15 security holders, each undivided joint owner being counted as one security holder.

1982, c. 48, s. 83.

83.1. Sections 81 to 83 shall also apply, with the necessary modifications, to the meeting of holders of debt securities, whether it was called by the company or by the trustee.

1990, c. 77, s. 20.

CHAPTER III PERMANENT INFORMATION RECORD

84. A reporting issuer who proposes to prepare a simplified prospectus under the conditions provided for in section 18 or 64 shall file a permanent information record with the Commission.

1982, c. 48, s. 84.

85. The permanent information record must contain

(1)  the annual information form containing the information prescribed by regulation;

(2)  the documents filed by a reporting issuer in accordance with Chapter II of this title, namely the latest annual report and all other documents filed since the close of the financial year covered by the report.

1982, c. 48, s. 85; 1984, c. 41, s. 33.

86. The reporting issuer shall bring the information provided for in paragraph 1 of section 85 up to date within 140 days of the end of its financial year.

1982, c. 48, s. 86.

87. Every reporting issuer shall, on request, furnish a copy of its permanent information record to holders of its securities or to any other person. It may require the payment of a fee, except from a holder of its securities and except where the request is made during a distribution of its securities by means of a simplified prospectus.

1982, c. 48, s. 87.

88. (Repealed).

1982, c. 48, s. 88; 2001, c. 38, s. 34.

CHAPTER IV INSIDER REPORTS

89. The insiders of a reporting issuer that are subject to the disclosure requirements established in this chapter are

(1)  the issuer itself, its subsidiaries, its senior executives and the senior executives of its subsidiaries;

(2)  any person who exercises control over more than 10% of a class of shares of a reporting issuer to which are attached voting rights or an unlimited right to a share of the profits and in its assets in case of winding-up, other than securities that were the object of a firm underwriting and are in the course of distribution;

(3)  the senior executives of a person contemplated in paragraph 2.

1982, c. 48, s. 89; 1984, c. 41, s. 34.

90. The person who is the owner of securities or has direction over them is the person who exercises control over them.

1982, c. 48, s. 90.

91. Every person who may exercise as he sees fit voting rights attaching to securities he does not own is deemed to exercise control over those securities.

1982, c. 48, s. 91.

92. An insider of a reporting issuer who acquires or disposes of a derivative financial instrument in respect of a security of that issuer is deemed to effect a change in his control of the security.

The Agency may, by regulation, determine any other securities transaction effecting a change in the control of a security.

1982, c. 48, s. 92; 2002, c. 45, s. 625.

93. (Repealed).

1982, c. 48, s. 93; 1984, c. 41, s. 35.

94. When an issuer, reporting or not, becomes an insider of a reporting issuer, a senior executive of the former issuer is deemed to have been an insider of the other reporting issuer for the previous 6 months or for such shorter period as he has been a senior executive of the former issuer.

If the former issuer is a reporting issuer, the senior executives of the latter issuer are also deemed to be insiders of the former issuer, and the same conditions apply.

1982, c. 48, s. 94.

95. The amalgamation of issuers or the purchase by an issuer of all or substantially all of the assets of another issuer or of a subsidiary thereof, gives rise, in respect of senior executives, to the presumptions set forth in section 94.

Section 94 applies only when at least one reporting issuer was a party to the amalgamation or reorganization.

1982, c. 48, s. 95.

96. A person who becomes an insider of a reporting issuer shall disclose to the Commission, if such is the case, his control over the securities of the issuer, within ten days thereafter and in the form prescribed by regulation.

1982, c. 48, s. 96.

97. An insider of a reporting issuer shall file a report in accordance with the conditions, in the form and within the time prescribed by regulation, disclosing any change in his control over the securities of the issuer.

1982, c. 48, s. 97; 1987, c. 40, s. 6.

98. A senior executive deemed to be an insider under section 94 or 95 shall, within the first ten days of the month following the month in which he is so deemed, file the report that sections 96 and 97 would have required for the period contemplated by the presumption.

1982, c. 48, s. 98.

99. A report under sections 96 and 97 is not required where the facts to be reported have already been disclosed in a report under sections 147.11 to 147.16.

1982, c. 48, s. 99; 1984, c. 41, s. 36; 1987, c. 40, s. 30.

100. The senior executives of a mutual fund or of an unincorporated mutual fund are exempt from any disclosure requirements to which they would be subject under sections 96 and 97 by reason only of their capacity as such.

1982, c. 48, s. 100; 1984, c. 41, s. 36.

101. (Repealed).

1982, c. 48, s. 101; 1984, c. 41, s. 37.

102. An insider of a reporting issuer who registers or causes to be registered any securities of that issuer in the name of a third person shall file a report prepared in the form prescribed by regulation, except in the case of a bona fide transfer in guarantee.

1982, c. 48, s. 102.

103. Where an insider fails to file the report provided for in section 102, the third person shall file the report himself on becoming aware of the failure.

1982, c. 48, s. 103.

CHAPTER V SPECIAL REGULATORY SCHEMES

103.1. An issuer constituted under the law of a state other than Canada or a province of Canada and that is a reporting issuer only because one of its securities is listed on a recognized stock exchange as a self-regulatory organization is eligible for a simplified continuous disclosure scheme defined by the Commission in a policy statement. The Commission shall determine the classes of issuers eligible for the simplified scheme.

1984, c. 41, s. 38; 1999, c. 40, s. 327.

104. In the case of an investment contract, the Commission may designate the persons responsible for discharging the obligations imposed on the reporting issuer.

1982, c. 48, s. 104.

105. Sections 75 and 77 apply to every mutual fund constituted under the statutes of Québec even if it is not a reporting issuer.

1982, c. 48, s. 105; 1999, c. 40, s. 327.

106. Sections 76 and 78 apply to every mutual fund that is a reporting issuer and to every mutual fund constituted under the statutes of Québec, but only semi-annual financial statements need to be filed and sent.

1982, c. 48, s. 106; 1999, c. 40, s. 327.

107. Every unincorporated mutual fund is also subject to the requirements of sections 105 and 106 in respect of a mutual fund.

1982, c. 48, s. 107.

108. Every mutual fund, unincorporated mutual fund or other issuer of a category of admissible issuers determined by regulation must, if it wishes to prepare a simplified prospectus referred to in section 64, file with the Commission a permanent information record in a special form determined by regulation. In all other respects, the permanent information record is subject to the general scheme set forth in sections 84 to 88.

1982, c. 48, s. 108; 1984, c. 41, s. 39.

109. The disclosure scheme provided for under this title does not apply in the case of an option or a futures contract pertaining to securities, a Treasury bond futures contract, an option on a commodity futures contract or financial instrument futures contract, or an option contemplated in subparagraph 8 of the first paragraph of section 1.

1982, c. 48, s. 109.

TITLE IV TAKE-OVER BIDS AND ISSUER BIDS

1984, c. 41, s. 40.

CHAPTER I GENERAL PROVISIONS

1984, c. 41, s. 40.

110. A person proposing to make a purchase for cash of securities of a company whereby he would obtain or increase an interest of 20% or more of a class of voting securities shall proceed by way of a take-over bid.

1982, c. 48, s. 110; 1984, c. 41, s. 40.

111. A person’s interest is determined as the sum of the securities owned or controlled by the person and by joint actors of the person, including, in particular, securities controlled by virtue of the power to exercise the voting rights attaching to them.

Companies affiliated with and persons associated or acting in concert with a person are deemed to be joint actors of the person.

A person who, pursuant to an agreement with the offeror or one of his joint actors, acquires securities of the class offered or who intends to exercise the voting rights attaching to the securities in concert with the offeror or one of his joint actors is presumed to be acting in concert with the offeror.

1982, c. 48, s. 111; 1984, c. 41, s. 40; 1999, c. 40, s. 327.

112. In calculating a person’s interest, any security or right permitting the person to acquire a security of a particular class within 60 days by a single transaction or a series of linked transactions is also deemed to be a security of the particular class.

Securities and rights described in the first paragraph are added to the securities of the person and to the securities of the particular class.

1982, c. 48, s. 112; 1984, c. 41, s. 40.

113. A take-over bid is subject to this title if the offeror intends to acquire securities of the class which is the subject of the bid from at least one security holder having a connection with Québec by his address, as shown on the records of the offeree company, by his residence or by his presence in the territory at any time during the bid.

1982, c. 48, s. 113; 1984, c. 41, s. 40.

114. Where a person acquires securities issued by a company which are not traded on an organized market and as a consequence obtains an interest securing his control over the company, which itself has an interest in another company whose securities are traded on an organized market, the person is deemed to acquire from the vendor securities of the second company up to the percentage of the securities acquired by the person in the first company, and for a fraction of the consideration equal to the ratio between the securities of the second company and the assets of the first company.

In this title, the expression “organized market” means any market on which securities are traded if the prices at which they are traded are regularly published in the press.

1982, c. 48, s. 114; 1984, c. 41, s. 40.

115. Non-voting shares that carry an unlimited right to participate in earnings and in the assets upon winding-up, must, in the same circumstances as voting shares, be the subject of a take-over bid if the securities are traded on an organized market.

1982, c. 48, s. 115; 1984, c. 41, s. 40.

116. (Repealed).

1982, c. 48, s. 116; 1984, c. 41, s. 40; 1990, c. 77, s. 21.

117. The requirements of this title apply to securities grouped in series as if they were classes.

1982, c. 48, s. 117; 1984, c. 41, s. 40.

118. A person proposing to acquire securities of the offeree company by way of an exchange of securities, with the result described in section 110, shall proceed by way of a take-over bid of that type.

A take-over bid under the first paragraph is subject to the requirements of a take-over bid, with the necessary modifications.

1982, c. 48, s. 118; 1984, c. 41, s. 40.

CHAPTER II EXEMPTIONS

1984, c. 41, s. 40.

119. A take-over bid to all security holders through a stock exchange recognized by the Commission for the purposes of this section made in accordance with the rules of that exchange is exempt from the requirements of Chapters III and IV, except sections 141 to 144.

1982, c. 48, s. 119; 1984, c. 41, s. 40; 1987, c. 40, s. 31.

120. The purchase, on a stock exchange recognized by the Commission for the purposes of this section, of securities of a particular class in accordance with the conditions fixed by the rules of that stock exchange for making such purchases without being required to make a take-over bid to all the holders, is exempt from the provisions of Chapters III and IV.

1982, c. 48, s. 120; 1984, c. 41, s. 40; 1990, c. 77, s. 22.

121. A take-over bid made in accordance with the rules established by another legislative authority that are deemed equivalent by the Commission is exempt from the provisions of Chapters III and IV, to the extent that the following conditions are met:

(1)  there are fewer than 50 holders of securities of the class sought by the offer who are resident in Québec according to the addresses entered in the records of the offeree company or in the records of dealers acting as nominee;

(2)  the holders resident in Québec own less than 2 % of the securities of that class;

(3)  the offeror has sent to the holders resident in Québec and has filed with the Commission all the documents prescribed under the applicable law;

(4)  the offeror has made the offer to the holders resident in Québec on the same conditions as to other holders.

The offeror has an obligation to inquire of the clearing house as to the nominees who are listed as holders of securities of the company concerned and to inquire of the nominees who have an establishment in Québec as to the number of beneficial holders who reside in Québec. The clearing house and the nominees have an obligation to provide the requested information.

1982, c. 48, s. 121; 1984, c. 41, s. 40; 1987, c. 40, s. 31; 1992, c. 35, s. 6.

122. The acquisition of securities issued by a company that is not a reporting issuer and which are not traded on an organized market is exempt from Chapters III and IV provided that there are not more than 50 security holders, excluding holders who are or have been employees of the company or of an affiliate of the company.

1982, c. 48, s. 122; 1984, c. 41, s. 40; 1987, c. 40, s. 31.

123. The purchase, without a general offer to all the holders, of securities from not more than five holders by way of block purchase at a price that may vary by not over 15% from the average market price established with the formula prescribed by regulation, is exempt from Chapters III and IV.

By way of exception to section 113, the conditions of an exemption under this section apply to every purchase from a limited number of holders having no connection with Québec provided that at least one holder of securities of the class sought has a connection with Québec as shown by the addresses entered in the records of the offeree company.

1982, c. 48, s. 123; 1984, c. 41, s. 40; 1987, c. 40, s. 7.

124. In the case of securities acquired within the preceding two years for resale under the exemption provided in section 123, the vendors from whom the securities were acquired are counted as so many holders.

1982, c. 48, s. 124; 1984, c. 41, s. 40.

125. A purchaser who intends to avail himself of the exemption provided for in section 123 shall require the holders to declare under oath the particulars by which he can evaluate his position with regard to the number of holders. The declaration must disclose every agreement to use a nominee in connection with the securities in question, each principal being then counted as a holder.

1982, c. 48, s. 125; 1984, c. 41, s. 40; 1999, c. 40, s. 327.

126. A person who acquires not more than 5% of the securities of the class is exempt from Chapters III and IV, provided that neither he nor his joint actors, within any twelve-month period, acquire under this exemption, or an exemption under section 119, 120 or 123, more than 5% of the securities of the class that are outstanding at the beginning of the period.

In the case of securities traded on an organized market, the exemption does not apply if the securities are acquired at a price higher than the price on that market on the day of the transaction.

1982, c. 48, s. 126; 1984, c. 41, s. 40; 1987, c. 40, s. 31.

CHAPTER III INFORMATION TO SECURITY HOLDERS

1984, c. 41, s. 40.

DIVISION I SENDING OF TAKE-OVER BID AND CIRCULAR

1984, c. 41, s. 40.

127. A take-over bid is binding on the offeror in respect of all the holders of securities of the class sought by the bid and in respect of holders of securities carrying the right to purchase, during the offer, securities of that class, if they are resident in Québec according to the addresses entered in the records of the offeree company or are resident there in fact.

1982, c. 48, s. 127; 1984, c. 41, s. 40.

128. The offeror shall send the take-over bid, with a take-over bid circular prepared in the form prescribed by regulation, to the holders of securities of the class sought by the bid and to the holders of securities carrying the right to purchase, during the offer, securities of that class, if they are resident in Québec according to the addresses entered in the records of the offeree company or are resident in Québec in fact and make a request therefor.

He shall file the documents referred to in the first paragraph with the Commission and send them to the offeree company not later than the day they are sent to the security holders.

1982, c. 48, s. 128; 1984, c. 41, s. 40.

129. The contents of the documents referred to in section 128 and the distribution thereof must be authorized by the offeror in the manner prescribed by regulation.

1982, c. 48, s. 129; 1984, c. 41, s. 40.

130. Where the initial terms of a take-over bid are varied and where a change has occurred, either during the bid or after the offer is closed, but before the expiry of the period allotted for withdrawal of the securities, in the facts on which the circular is based and the change is such that it may affect the holders’ decision to accept or refuse the offer, the offeror is bound to notify the holders of securities that have not been deposited or taken up, the Commission, and the offeree company.

The notice shall be given even where the variation in the terms results from the exercise of a right contained in the bid.

Notwithstanding the foregoing, the terms of the bid shall not be varied after the expiry of the bid except the waiver of a term for which the offeror had made a stipulation to the effect that it could be waived unilaterally by him; such waiver is possible only where the consideration offered by the offeror consists solely of cash. In that case, the notice of variation shall be replaced by a press release, which must be issued and filed with the Commission within five days after the expiry of the bid.

1982, c. 48, s. 130; 1984, c. 41, s. 40; 1987, c. 40, s. 8.

131. The notice provided for in section 130 shall be drawn up in the form prescribed by regulation. It shall, in particular, inform the holders that they have a right of withdrawal pursuant to paragraph 2 of section 147.5.

1982, c. 48, s. 131; 1984, c. 41, s. 40.

132. Notwithstanding the foregoing, in the case of a take-over bid by way of an exchange of securities, a change not resulting from an act of the offeror or of an affiliate gives rise to the notice provided for in section 130 only if it constitutes a material change that is likely to affect the value or the market price of the securities offered in exchange.

1982, c. 48, s. 132; 1984, c. 41, s. 40.

133. A take-over bid and the related documents mentioned in this title must be sent by mail, by personal delivery or in any other manner approved by the Commission.

A take-over bid and the related documents become effective on the day they are sent.

1982, c. 48, s. 133; 1984, c. 41, s. 40.

DIVISION II CIRCULARS OF THE BOARD OF DIRECTORS AND SENIOR EXECUTIVES

1984, c. 41, s. 40.

134. The board of directors of the offeree company shall cause a circular prepared in the form prescribed by regulation to be sent not later than ten days from the date the take-over bid is made, to the holders of securities of the class sought by the bid and to the holders of securities carrying the right to purchase, during the offer, securities of that class, if they are resident in Québec according to the addresses entered in the records of the offeree company or are resident in Québec in fact and make a request therefor.

The circular may contain a substantiated notice recommending that the security holders accept or reject the offer they have received. If, however, the board decides not to make a recommendation, the absence of any recommendation must be explained.

1982, c. 48, s. 134; 1984, c. 41, s. 40.

135. The circular of the board of directors shall contain a summary of the reports or opinions it has seen fit to mention, having regard to the professional credibility of the author of the opinion.

1982, c. 48, s. 135; 1984, c. 41, s. 40.

136. Where the board of directors of an offeree company is considering making a recommendation after the sending of the circular provided for in section 134, it shall mention that fact in the circular. It may then recommend that the security holders not tender their securities until further communication is received from the board.

Where the board recommends that holders await further communication, it shall, not later than seven days before the bid expires, communicate to them its substantiated recommendation or, if it decides not to make a recommendation, its reasons therefor.

1982, c. 48, s. 136; 1984, c. 41, s. 40.

137. Any senior executive of an offeree company may include with the circular of the board of directors, with any amendment to the circular or with the communication provided for in section 136 a separate notice prepared in the form prescribed by regulation, in which he may recommend the acceptance or rejection of the take-over bid or indicate his disagreement with the documents prepared by the board.

1982, c. 48, s. 137; 1984, c. 41, s. 40.

138. Where the offeror, in accordance with section 130, notifies the holders of a variation in the terms of the take-over bid or of a change in the facts, the board of directors of the offeree company shall send an update on the original circular within five days after the notice.

1982, c. 48, s. 138; 1984, c. 41, s. 40; 1990, c. 77, s. 23.

139. The board of directors or the senior executive is bound to notify the security holders and the Commission of any change that has occurred, either during the take-over bid or after the closing of the offer but before the expiry of the time allotted for withdrawal of the securities, in the facts on which the circular is based and which is likely to affect the holders’ decision to accept or reject the offer.

1982, c. 48, s. 139; 1984, c. 41, s. 40.

140. The board of directors and senior executives shall file with the Commission the documents provided for in sections 134 to 139 and send them to the offeror as soon as they are sent to the security holders.

1982, c. 48, s. 140; 1984, c. 41, s. 40.

CHAPTER IV PROCEDURE OF TAKE-OVER BIDS

1984, c. 41, s. 40.

DIVISION I RELATED TRANSACTIONS OF THE OFFEROR

1984, c. 41, s. 40.

141. From the opening of the take-over bid until its expiry, the offeror and his joint actors are prohibited from acquiring securities that increase their interest otherwise than according to the terms of the bid; they are also prohibited from accepting undertakings that would enable them to increase their interest on conditions other than those of the bid.

1982, c. 48, s. 141; 1984, c. 41, s. 40.

142. An offeror having declared in the take-over bid circular that he intends to acquire securities under the exemption provided for in section 120 may do so from the third working day following the opening of the bid, subject to a ceiling of 5% for purchases so effected by the offeror and his joint actors.

The offeror shall declare the purchases effected by him or his joint actors each day, when the market closes, by way of a press release in the form prescribed by regulation. The release is filed forthwith with the Commission and transmitted to the stock exchanges on which the security is listed.

1982, c. 48, s. 142; 1984, c. 41, s. 40.

142.1. An offeror who, within the period of 90 days preceding the bid, acquired, on terms not generally offered to all the holders, securities which increased his interest in the class subject to the bid shall offer terms at least equivalent, in terms of the consideration for and percentage of the securities acquired, to the most advantageous terms granted by him in that period.

1987, c. 40, s. 9.

143. Neither the offeror nor his joint actors shall, on and from the day of the announcement of the bid until its expiry, sell any securities that would reduce their interest, or enter into an agreement that would permit them to sell the securities with the same result, but the joint actors may deposit securities in response to the bid.

Notwithstanding the foregoing, an offeror who has disclosed his intention to sell in the take-over bid circular may before the expiry of the bid enter into an agreement to sell securities that may be taken up after the expiry of the bid.

1982, c. 48, s. 143; 1984, c. 41, s. 40; 1987, c. 40, s. 31.

144. In the period beginning with the expiry of the bid and ending at the end of the twentieth business day thereafter, neither the offeror nor his joint actors, nor the holder of an interest that exceeds 20% of the voting securities of the offeror nor the associates or affiliates of such holder may acquire securities of the same class on terms not generally offered to all the holders of that class of securities, regardless of the result of the bid.

1982, c. 48, s. 144; 1984, c. 41, s. 40; 1987, c. 40, s. 31.

DIVISION II OBLIGATIONS OF THE OFFEROR

1984, c. 41, s. 40.

145. The offeror and his joint actors shall offer the same conditions to all the holders of securities of the class that is the subject of a take-over bid. Both the offeror and his joint actors are prohibited from making any agreement that would have the effect of creating disparity among the holders.

The Commission has the power to authorize the offeror to enter into an agreement with one of the holders of securities which are the subject of the take-over bid where it considers that the agreement is not made for the purpose of increasing the consideration paid to that holder.

1982, c. 48, s. 145; 1984, c. 41, s. 40; 1992, c. 35, s. 7.

146. Where there is an increase in price, the offeror shall pay the increased price even for securities already paid for.

1982, c. 48, s. 146; 1984, c. 41, s. 40.

147. The offeror shall, before the bid, make adequate arrangements to ensure that the required funds are available to effect payment for all securities that are the subject of the take-over bid. The Commission may require the offeror to furnish a guarantee of payment for the securities.

1982, c. 48, s. 147; 1984, c. 41, s. 40; 1992, c. 35, s. 8.

147.1. Securities purchased by the offeror during a take-over bid but not as a result of the bid are taken into account in determining whether or not the minimum number of securities has been tendered under the bid, except where the number of securities deposited in response to the bid exceeds the number that the offeror is bound or willing to take up.

1984, c. 41, s. 40.

147.2. If the number of securities deposited in response to the bid is greater than the number the offeror is bound or willing to take up, he shall reduce the number of securities deposited by each holder pro rata, taking into account the necessary adjustments.

1984, c. 41, s. 40.

DIVISION III TIME LIMITS

1984, c. 41, s. 40.

147.3. The period of time during which holders of securities may deposit them pursuant to a bid shall not be less than 21 days from the date thereof.

1984, c. 41, s. 40.

147.4. For 21 days from the date of the bid, the offeror is prohibited from purchasing securities deposited in response to the bid.

1984, c. 41, s. 40.

147.5. Securities deposited in response to a take-over bid may be withdrawn by giving notice in writing to the depositary within the following time limits:

(1)  for all securities, before the expiry of 21 days from the date of the bid;

(2)  for securities not taken up or paid for by the offeror, before the expiry of 10 days from the notice provided for in section 130 and after 45 days from the date of the bid.

Notwithstanding the foregoing, securities may not be withdrawn in the following cases:

(1)  during an extension of the bid, where the variation in the terms of the bid consists solely of an increase in the consideration and of an extension of the time for deposit for a period not greater than that required to allow for a period of 10 days after the notice provided for in section 130;

(2)  where the consideration offered for the securities by the offeror consists solely of cash and he waives one of the terms of the bid before its expiry;

(3)  where the offeror, after the expiry of the bid, waives one of the terms of the bid, pursuant to the third paragraph of section 130.

1984, c. 41, s. 40; 1987, c. 40, s. 10.

147.6. The offeror is bound, if the terms of the bid are met, to take up and pay for the securities within 10 days from the expiry of the bid.

Any securities taken up by the offeror shall, nevertheless, be paid for by the offeror as soon as possible, and in any event not more than three days after the taking up of the securities.

1984, c. 41, s. 40; 1987, c. 40, s. 11.

147.7. Once the offeror has begun taking up securities, he shall take up and pay for all securities deposited thereafter, within 10 days of their deposit.

1984, c. 41, s. 40.

147.8. Where there is a variation in the terms of a bid, the bid shall not expire before 10 days after the notice of variation has been delivered unless the variation consists solely in the waiver of a term where the consideration offered consists solely of cash.

1984, c. 41, s. 40; 1987, c. 40, s. 12.

147.9. An offeror wishing to extend the period during which securities may be deposited pursuant to a bid all the terms of which have been complied with shall first take up all securities deposited thereunder.

However, where the offeror waives one term of the bid or varies the terms of the bid and extends the bid as provided in section 130, the offeror may not take up securities which may be withdrawn pursuant to section 147.5.

1984, c. 41, s. 40; 1987, c. 40, s. 13; 2001, c. 38, s. 53.

147.10. Within 20 days of the expiry of the bid, the offeror shall file with the Commission a notice indicating the result of the bid and, if it was favourably received, the number of securities acquired.

1984, c. 41, s. 40.

CHAPTER V VARIOUS REPORTS

1984, c. 41, s. 40.

147.11. Every offeror whose interest in voting securities of any class issued by a reporting issuer increases to 10% or more shall, immediately after the transaction, issue and file with the Commission a press release in the form prescribed by regulation unless the transaction was effected by way of a take-over bid in accordance with Chapters III and IV or in reliance on an exemption under section 119 or 121. In view of calculating the interest of a person, any security or right enabling him to acquire, after a period of 60 days, securities of a given class is deemed to be securities of that class.

Within two business days, the person shall transmit to the Commission, to the issuer of the securities and, as the case may be, to the stock exchange on which the security is listed, a report containing the information prescribed by regulation.

The same formalities shall be observed in respect of the non-voting shares described in section 115.

1984, c. 41, s. 40; 1987, c. 40, s. 14; 1999, c. 40, s. 327.

147.12. Any material change in the information furnished shall be the subject of a press release and a report in accordance with the requirements of section 147.11.

The formalities must be observed, in particular, in respect of any increase of interest of 2% or more.

1984, c. 41, s. 40; 1987, c. 40, s. 15.

147.13. (Repealed).

1984, c. 41, s. 40; 1987, c. 40, s. 31.

147.14. From the event giving rise to a report or to an amendment, neither the person interested nor any of his joint actors may acquire or offer to acquire securities that increase his interest in the class before the day after the next working day following the completion of the formalities prescribed in sections 147.11 and 147.12.

This rule applies only where the interest already reported is less than 20% of the class of securities.

1984, c. 41, s. 40; 1987, c. 40, s. 31.

147.15. Where, after a bid has been made for the securities of a reporting issuer in accordance with Chapters III and IV, a person other than the offeror acquires, by himself or with joint actors, securities constituting an interest of 5% or more of the securities of the class subject to the bid, the person shall, not later than the opening of trading on the next business day, issue a press release in the form prescribed by regulation, file it with the Commission and transmit it to the stock exchanges on which the security is listed.

The same rule applies where a bid is made in reliance upon an exemption under section 119 or 121.

1984, c. 41, s. 40; 1987, c. 40, s. 16.

147.16. A person issuing a press release under section 147.15 shall issue and file with the Commission, within the time limit prescribed in that section, a new press release each time that, through new acquisitions made by him or by his joint actors during the bid, the previously reported interest is increased by 2 %.

He shall also send a new press release to the stock exchanges on which the security is listed.

1984, c. 41, s. 40; 1987, c. 40, s. 17.

147.17. (Repealed).

1984, c. 41, s. 40; 1987, c. 40, s. 31.

147.18. (Repealed).

1984, c. 41, s. 40; 1987, c. 40, s. 31.

CHAPTER VI ISSUER BIDS

1984, c. 41, s. 40.

147.19. An issuer who intends to acquire securities issued by him, except debt securities not convertible into securities representing an interest in his share capital, shall proceed by way of an issuer bid.

1984, c. 41, s. 40.

147.20. Sections 111 to 113, 115 to 122, 127 to 133 and 141 to 147.16 apply, with the necessary modifications, to an issuer bid.

1984, c. 41, s. 40; 1987, c. 40, s. 18; 1990, c. 77, s. 24.

147.21. An issuer who intends to acquire securities issued by him is exempt from the requirements under this title where

(1)  the securities are acquired in accordance with conditions in writing at the time of issue or determined subsequently in accordance with the constituting Act;

(2)  the issuer, following the publication of a notice of intention in the form prescribed by regulation, acquires, over a twelve-month period, less than 5 % of the class of securities in question outstanding at the commencement of the period.

1984, c. 41, s. 40.

147.22. Every senior executive of an issuer may include with an issuer bid a notice similar to the notice provided for in section 137.

1984, c. 41, s. 40.

147.23. From the opening of the bid to its expiry, the issuer, his associates and every holder having an interest of over 20% of the class that is the subject of the bid are prohibited from acquiring securities that increase their interest otherwise than according to the terms of the bid; they are also prohibited from accepting undertakings that would enable them to increase their interest on terms other than those of the bid. However, the issuer may redeem securities pursuant to the exemption provided for in paragraph 1 of section 147.21.

1984, c. 41, s. 40.

TITLE V DEALERS AND ADVISERS

CHAPTER I REGISTRATION

148. No dealer or adviser may carry on business unless he is registered as such with the Commission.

A legal person required under the Act respecting the distribution of financial products and services (chapter D-9.2) to register with the Bureau des services financiers to pursue activities through a securities representative governed by that Act may not register with the Commission.

1982, c. 48, s. 148; 1998, c. 37, s. 533.

148.1. The Commission may require that a candidate or a class of candidates it determines pursue their activities through a subsidiary as regards the field of securities for which registration is sought.

2001, c. 38, s. 55.

149. Every natural person carrying on business as a dealer or adviser on behalf of a person subject to registration under section 148 must register with the Commission as the representative of that person.

Subject to such remunerated business as may be carried on under a government regulation made under this Act, the representative of a dealer acting as principal or as agent shall not concurrently carry on business as such and be employed by a financial institution, unless he is a representative specialized in group savings or scholarship plans.

1982, c. 48, s. 149; 1989, c. 48, s. 254.

150. The categories of registration, the conditions to be met by candidates, the duration of registration and the rules governing the activities of registrants shall be established by regulation.

1982, c. 48, s. 150; 2001, c. 38, s. 56.

151. The Commission, after verifying that the candidate meets the conditions fixed by regulation, shall grant registration where, in its opinion,

(1)  the candidate or, in the case of a legal person, its senior executives have the competence and integrity to ensure the protection of investors;

(2)  the candidate is solvent and, in the case of a legal person, has adequate financial resources to ensure the viability of his business.

1982, c. 48, s. 151; 1984, c. 41, s. 41.

151.1. The Commission has the power to make an inspection of the affairs of a registered dealer or adviser in order to ascertain the extent to which he complies with this Act, the regulations and the policy statements.

1990, c. 77, s. 25.

151.1.1. The Agency may inspect the affairs of a mutual fund, a person acting as depositary, trustee or manager of such a fund or any other market participant determined by regulation to assess compliance with a provision of this Act or a regulation.

Sections 151.2 to 151.4 apply to such an inspection, with the necessary modifications.

2002, c. 45, s. 626.

151.2. The inspector shall, on request, justify his quality.

1990, c. 77, s. 25.

151.3. In carrying out his inspection, the inspector has the power

(1)  to enter the establishment of any dealer or adviser, during normal business hours;

(2)  to take a copy of the books, registers or other documents relating to the carrying on of the activity of dealer or adviser;

(3)  to require any information relating to the carrying on of the activity of dealer or adviser and the production of any relevant document.

1990, c. 77, s. 25.

151.4. The dealer or adviser shall give the inspector access to all books, registers or other documents relating to the carrying on of his activities.

1990, c. 77, s. 25.

152. The Commission may revoke or suspend the rights granted by registration, or impose restrictions or conditions on their exercise where, in its opinion, a registrant fails to comply with this Act or regulations made thereunder or where the protection of investors requires it.

1982, c. 48, s. 152.

153. A registrant wishing to cease carrying on business shall apply to the Commission to surrender his registration.

The Commission may impose such conditions as it may determine on the surrender, and shall accept it where, in its opinion, the interests of clients and investors are sufficiently protected.

The Commission remains competent in respect of any acts prior to the surrender.

1982, c. 48, s. 153; 1984, c. 41, s. 42; 1990, c. 77, s. 26.

CHAPTER II EXEMPTIONS FROM REGISTRATION

154. Each of the following is exempt from registration as a dealer or as a representative of a dealer:

(1)  a bank or an authorized foreign bank listed in Schedule I, II or III to the Bank Act (Statutes of Canada, 1991, chapter 46), the Caisse centrale Desjardins du Québec established under the Act respecting the Mouvement des caisses Desjardins (1989, chapter 113), a financial services cooperative within the meaning of the Act respecting financial services cooperatives (chapter C‐67.3) or a trust company licensed under the Act respecting trust companies and savings companies (chapter S‐29.01), to the extent that its activities as a dealer are merely to execute on an exchange or on the over-the-counter market, through a registered dealer, orders received without solicitation or advertisement;

(2)  a bank or an authorized foreign bank listed in Schedule I, II or III to the Bank Act, the Caisse centrale Desjardins du Québec established under the Act respecting the Mouvement des caisses Desjardins (1989, chapter 113), a financial services cooperative within the meaning of the Act respecting financial services cooperatives, or a société d’entraide économique or a federation of sociétés d’entraide économique governed by the Act respecting the sociétés d’entraide économique (chapter S‐25.1), to the extent that it distributes or sells securities designated in paragraphs 1 and 2 of section 41 of this Act;

(3)  a bank or an authorized foreign bank listed in Schedule I, II or III to the Bank Act or a trust company licensed in accordance with the Act respecting trust companies and savings companies, to the extent that it transacts bonds on its premises in response to unsolicited orders, by buying or selling and carrying out the order for its own account with a registered dealer.

1982, c. 48, s. 154; 1984, c. 41, s. 43; 1987, c. 95, s. 402; 1988, c. 64, s. 562, s. 587; 1990, c. 77, s. 27; 1999, c. 40, s. 327; 2000, c. 29, s. 677; 2002, c. 45, s. 627.

155. However, notwithstanding the exemption provided in paragraph 2 or 3 of section 154, persons referred to therein must observe the requirements imposed by sections 160 to 163 and 166 of Chapter IV of this title.

1982, c. 48, s. 155.

155.1. Registration as a dealer is not required by the following:

(1)  a person who limits his activities as a dealer to the distribution, through a registered dealer, of securities of his own issue or securities subscribed or acquired by him with the benefit of a prospectus exemption;

(2)  an issuer that limits its activities as a dealer to the distribution, with the benefit of a prospectus exemption under sections 41 to 56, of securities of its own issue, provided that such distributions are only a secondary activity of the issuer;

(2.1)  an issuer that limits its activities as a dealer to the distribution of securities within the framework of a take-over bid by way of exchange made with a take-over bid circular in conformity with the provisions of Title IV or with the benefit of the exemption under section 121;

(3)  (paragraph repealed);

(4)  a person referred to in paragraph 1 of section 154 who makes a distribution or sale of securities contemplated in paragraph 3 of section 41;

(5)  a person who, having a mandate which includes the sale of property of other persons, is required to sell securities at or upon a judicial sale, a bankruptcy or a winding-up.

1984, c. 41, s. 44; 1992, c. 35, s. 9; 2001, c. 38, s. 57.

156. Each of the following persons is exempt from registration as an adviser or the representative of an adviser provided he gives advice solely as an ancillary activity and, in the case of the persons contemplated in paragraph 1, provided he derives no remuneration therefrom separate from what he ordinarily receives in carrying on his profession:

(1)  a person practising the profession of advocate, notary or accountant, or any other profession determined by regulation, so long as he does not recommend to his clients an enterprise in which he or an associate has an interest;

(2)  a dealer or his representative;

(3)  (paragraph repealed);

(4)  a bank or an authorized foreign bank listed in Schedule I, II or III to the Bank Act (Statutes of Canada, 1991, chapter 46);

(5)  a savings company holding a licence under the Act respecting trust companies and savings companies (chapter S‐29.01) and a loan and investment society registered in accordance with the Loan and Investment Societies Act (chapter S‐30);

(6)  a financial services cooperative within the meaning of the Act respecting financial services cooperatives (chapter C‐67.3);

(7)  a trust company licensed under the Act respecting trust companies and savings companies;

(8)  an insurance company holding the licence prescribed under the Act respecting insurance (chapter A‐32);

(9)  a société d’entraide économique or the Fédération des sociétés d’entraide économique du Québec governed by the Act respecting the sociétés d’entraide économique (chapter S‐25.1).

1982, c. 48, s. 156; 1987, c. 40, s. 19; 1987, c. 95, s. 402; 1988, c. 64, s. 563, s. 587; 1999, c. 40, s. 327; 2000, c. 29, s. 678; 2002, c. 45, s. 628.

156.1. A person who advises the public through the media is exempt from registration as an adviser provided

(1)  he derives no remuneration therefrom other than the remuneration ordinarily attached to the practice of his profession;

(2)  he does not trade in the securities of the company in respect of which he gives advice or in options to purchase or sell such securities in the 7 days preceding the broadcast or publication of the advice nor for 30 days thereafter.

An exemption under this section applies also, subject to the same conditions, to the person in charge of financial information and to the enterprise which operates the media concerned to such extent as the person or enterprise engages in the activities of an adviser by reason of his or its influence on the advice broadcast or published.

With respect to printed matter, an exemption under the two preceding paragraphs applies only to newspapers or periodicals that are sold and which have general circulation, excluding financial letters.

1987, c. 40, s. 20; 1999, c. 40, s. 327.

157. Any person doing business as a dealer or adviser exclusively with persons in respect of whom the prospectus exemptions provided for in section 43 apply is exempt from registration.

1982, c. 48, s. 157; 1990, c. 77, s. 28.

CHAPTER III INFORMATION TO BE FURNISHED TO THE COMMISSION

158. Every dealer or adviser shall keep the books, records and other documents required by regulation.

Within 90 days after the end of his financial year, he shall furnish to the Commission the financial statements, the auditor’s report, and any other information, in accordance with the requirements fixed by the policy statements of the Commission.

1982, c. 48, s. 158.

159. In the cases determined by regulation, the registrant shall notify the Commission within ten days of any change in the information furnished at the time of registration.

In the cases determined by regulation, no change may be made unless the Commission approves or does not object within 30 days of receiving notice of the proposed change. If the Commission objects, it may prescribe what is to be done.

1982, c. 48, s. 159.

CHAPTER IV OBLIGATIONS TOWARDS CLIENTS

160. The Government may, by regulation, determine the information that registrants must furnish to their clients in respect of transactions carried out for their account, and establish rules of management they must observe to safeguard the interests of their clients.

1982, c. 48, s. 160.

160.1. In their dealings with clients and in the execution of the mandates entrusted to them by their clients, registrants are required to act with all the care that may be expected of a knowledgeable professional acting in the same circumstances.

2001, c. 38, s. 61.

161. Before making a recommendation, a registrant must satisfy himself that it corresponds to the investment objectives and financial position described to him by his client.

1982, c. 48, s. 161.

162. On carrying out an order, a dealer shall without delay send to his client a confirmation slip in the form prescribed by regulation.

In addition, he shall send to him a statement of account in the form and at the times prescribed by regulation.

1982, c. 48, s. 162.

163. In no case may a dealer trade as principal in a security listed on a recognized stock exchange, except in accordance with the applicable rules of the exchange.

In the case of other securities, a dealer may trade as principal with a person other than a dealer, provided he states that he proposes to do so in every document and communication intended to promote transactions in a particular security. The statement does not prevent him from effecting transactions in the security as agent.

1982, c. 48, s. 163.

163.1. No dealer may participate in the distribution of the securities of an issuer in the following cases:

(1)  where he or one of his associates or affiliates plays the role of promoter of the issuer or the venture, of manager of the venture or of general partner;

(2)  where one of his senior executives or senior executive of one of his associates or affiliates is promoter of the issuer or the venture, manager of the venture or general partner;

(3)  where one of his officers or an officer of one of his associates or affiliates is an officer of the promoter of the issuer or the venture, of the manager of the venture or of the general partner.

This section applies only in the case of the distribution of investment contracts, including shares in a limited partnership.

1990, c. 77, s. 29.

164. No dealer may vote for his own account securities registered in his name but not owned by him.

A dealer shall carry out the written instructions of the owner as to the voting of securities or as to the giving of a proxy to vote.

1982, c. 48, s. 164.

165. A dealer or any other person holding the securities of a reporting issuer on behalf of clients shall forward to the owner of the securities all the documents received concerning the securities at the expense of the person designated, at the rate fixed, in the circumstances and according to the other conditions prescribed by regulation.

On request, the author of the documents shall without delay and at his own expense send the number of copies required by the dealer to discharge his obligation.

1982, c. 48, s. 165; 2001, c. 38, s. 62.

165.1. A dealer or any other person holding the securities of a reporting issuer on behalf of clients is required to provide the issuer with a list of the names and addresses of those clients, where the issuer so requests in order to discharge its obligation to send documents to those clients, and to specify the number of securities held by each client and the preferred language of correspondence, except where a client has given written instructions that such information is not to be disclosed to the issuer.

2001, c. 38, s. 63.

166. In every document containing recommendations in respect of securities of a company, the registrant must make the statement prescribed by regulation concerning the interests that he or any of his senior executives has in the securities.

1982, c. 48, s. 166.

167. A dealer trading securities contemplated in section 67 for the account of his client must, before the first transaction in any particular market, remit to him the information document provided for in that section.

1982, c. 48, s. 167.

168. Credit balances appearing in the accounts of clients and not given in guarantee are funds payable on demand; in no case may a dealer use them except to finance his working capital on the conditions prescribed by regulation.

1982, c. 48, s. 168.

168.1. A dealer shall participate in a contingency fund in the cases and on the conditions determined by regulation.

The Government may, by order, exempt any contingency fund approved by the Commission for this purpose from the application of the Act respecting insurance (chapter A-32).

1990, c. 77, s. 30.

168.1.1. Every securities dealer or adviser must provide equitable resolution of complaints filed with the dealer or adviser. To that end, the dealer or adviser must establish a policy dealing with

(1)  the examination of complaints and claims filed by persons having an interest in a product or service it has provided;

(2)  the resolution of disputes pertaining to a product or service it has provided.

2002, c. 45, s. 630.

168.1.2. Every securities dealer or adviser shall, each year, within two months of the end of its fiscal year or on any other date determined by the Agency, submit to the latter a report to that date concerning the policy it has established pursuant to section 168.1.1.

The report shall mention, in particular, the number and nature of the complaints filed.

2002, c. 45, s. 630.

168.1.3. Every securities dealer or adviser shall inform each complainant, in writing and without delay, that a complainant may, if he or she is dissatisfied with the complaint examination procedure or its outcome, request the securities dealer or adviser to forward a copy of the complaint file to the Agency.

Where requested by a complainant, the securities dealer or adviser shall forward a copy of the complaint file to the Agency.

The Agency shall examine the complaint and may, if it considers it appropriate, act as a mediator if the parties agree.

2002, c. 45, s. 630.

168.1.4. Notwithstanding sections 9 and 83 of the Act respecting Access to documents held by public bodies and the Protection of personal information (chapter A‐2.1), the Agency may not communicate a complaint file without the authorization of the securities dealer or adviser that has transmitted it.

2002, c. 45, s. 630.

168.1.5. A mediator may not be compelled to disclose anything revealed to or learned by the mediator in the exercise of his or her functions or to produce a document prepared or obtained in the course of such exercise before a court of justice or before a person or body of the administrative branch exercising adjudicative functions.

Notwithstanding section 9 of the Act respecting Access to documents held by public bodies and the Protection of personal information (chapter A-2.1), no person may have access to a document contained in the mediation record.

2002, c. 45, s. 630.

TITLE VI SELF-REGULATORY ORGANIZATIONS

CHAPTER I RECOGNITION

169. To carry on business in Québec, a stock exchange or a securities clearing-house must be recognized by the Commission as a self-regulatory organization.

In no case may a professional association regulate transactions in securities by its members unless it is recognized by the Commission as a self-regulatory organization.

1982, c. 48, s. 169.

170. The Commission, on such conditions as it may determine, may delegate to a recognized organization the application of the whole or part of Title V and the regulations thereunder.

Similarly, the Commission may delegate to a recognized organization the application of the regulations under paragraph 32 of section 331.1.

1982, c. 48, s. 170; 2001, c. 38, s. 65.

170.1. The organization may, with the prior approval of the Commission, delegate the powers delegated to it by the Commission to a committee formed by the organization or to a member of its personnel.

1990, c. 77, s. 31.

170.2. The Commission may require that the promoter of an electronic trading system be recognized as a self-regulatory organization or registered as a broker in order to carry on business in Québec. The Commission may, at the same time, define a special scheme with respect to the operation of the trading system.

For the purpose of making a decision under this section, the Commission shall determine the relevant connecting factors in order to ensure the protection of investors.

2001, c. 38, s. 66.

171. To be released from delegated duties, an organization must obtain prior approval from the Commission, which may fix such conditions of release as it deems necessary for the protection of members and investors.

1982, c. 48, s. 171.

172. To be recognized, an organization shall file an application with the Commission, together with such documents and information as the Commission may require.

1982, c. 48, s. 172.

173. The Commission shall publish notice of the application in the Bulletin provided for in section 298 and invite interested persons to make representations at a public hearing.

1982, c. 48, s. 173.

174. The recognition of self-regulatory organizations is at the discretion of the Commission.

When the Commission has established that the constituting documents, by-laws and operating rules of an organization are in conformity with sections 175 and 176, it shall recognize the organization if it considers that its financial resources and administrative structure are adequate to its objects.

1982, c. 48, s. 174.

175. The constituting documents, by-laws and operating rules of an organization must provide for

(1)  unrestricted membership for every person who fulfils the conditions of admission;

(2)  equal access to services for every member;

(3)  the disciplining of members or their representatives for breach of the by-laws or operating rules of the organization or contravention of this Act or the regulations.

However, the Commission shall determine the requirements applicable to a securities clearing-house.

1982, c. 48, s. 175.

176. Every provision of the constituting documents, by-laws or operating rules of a self-regulatory organization that has the effect of limiting competition must be submitted to the Commission, which shall authorize the provision to the extent that it considers it necessary to protect the interests of investors.

Any such provision has effect only after it has been authorized by the Commission.

1982, c. 48, s. 176.

CHAPTER II SUPERVISORY POWERS OF THE COMMISSION

177. Every draft amendment to the constituting documents, by-laws or operating rules of a recognized organization must be submitted to the Commission for approval.

1982, c. 48, s. 177.

178. An amendment is deemed approved at the expiry of 30 days or any other period agreed on with the organization concerned, unless the Commission informs it that a public hearing is being called to hear representations on the merits of the proposed amendment.

1982, c. 48, s. 178.

179. The Commission may at any time suspend the application of a provision of a by-law or operating rule of a recognized organization, on such terms and conditions as it sees fit.

1982, c. 48, s. 179.

180. The Commission may order a registered organization to amend its constituting documents, by-laws or operating rules where it considers it necessary to make them conform to this Act or the regulations.

1982, c. 48, s. 180.

180.1. The Commission has the power to make an inspection of the affairs of a self-regulatory organization to ascertain the extent to which it complies with the provisions of this Act, the regulations and the policy statements, and the manner in which it exercises the powers delegated to it.

1990, c. 77, s. 32.

180.2. The inspector shall, on request, justify his quality.

1990, c. 77, s. 32.

180.3. In carrying out his inspection, the inspector has the power

(1)  to enter any establishment of the self-regulatory organization, during normal business hours;

(2)  to take a copy of the books, registers or other documents relating to the carrying on of the activity of the self-regulatory organization;

(3)  to require any information relating to the carrying on of the activity of the self-regulatory organization and the production of any relevant document.

1990, c. 77, s. 32.

180.4. The self-regulatory organization shall give the inspector access to all the books, registers or other documents relating to the carrying on of its activities.

1990, c. 77, s. 32.

181. The Commission may prescribe a course of action to a recognized organization if it considers it necessary for the proper operation of the organization or the protection of investors.

1982, c. 48, s. 181.

182. Before rendering any decision that unfavourably affects the rights of any person, the Commission shall give to him an opportunity to be heard.

However, where it is imperative to do so, it may render a decision described in the first paragraph without a prior hearing, provided that it gives to the person concerned an opportunity to be heard within fifteen days.

1982, c. 48, s. 182.

182.1. A recognized organization which hears a disciplinary matter must do so in a public sitting.

However, it may, of its own initiative or on request, order that the hearing be held in camera or ban the publication or release of any information or documents it indicates, in the interest of morality or public order.

1992, c. 35, s. 10.

183. A recognized organization shall inform the Commission as soon as possible of every decision rendered under delegated powers, concerning the admission of a new member, or regarding discipline.

1982, c. 48, s. 183.

184. Every recognized organization shall, within 90 days from the end of its financial year, file with the Commission the financial statements, the auditor’s report and any other information, in accordance with the regulations.

1982, c. 48, s. 184.

185. Every recognized organization shall maintain and keep such books, records and other documents as the Commission may determine.

1982, c. 48, s. 185.

186. A recognized organization wishing to cease doing business shall apply to the Commission for authorization.

The Commission shall grant the authorization on such conditions as it may determine if it considers that the interests of the members of the organization and of investors are adequately protected.

1982, c. 48, s. 186.

TITLE VII PROHIBITIONS AND PENALTIES

CHAPTER I USE OF PRIVILEGED INFORMATION AND MISCELLANEOUS PROHIBITIONS

187. No insider of a reporting issuer having privileged information relating to securities of the issuer may trade in such securities except in the following cases:

(1)  he is justified in believing that the information is generally known or known to the other party;

(2)  he avails himself of an automatic dividend reinvestment plan, automatic subscription plan or any other automatic plan established by a reporting issuer, according to conditions set down in writing, before he learned the information.

1982, c. 48, s. 187; 1984, c. 41, s. 45; 1987, c. 40, s. 21; 1990, c. 77, s. 33.

188. No person referred to in section 187 may disclose information referred to therein except in the following cases:

(1)  he is justified in believing that the information is generally known or known to the other party;

(2)  he must disclose the information in the course of business, having no ground to believe it will be used or disclosed contrary to section 187, 189 or 189.1 or to this section.

1982, c. 48, s. 188; 1984, c. 41, s. 46.

189. The prohibitions set out in sections 187 and 188 also apply to the following persons:

(1)  the senior executives referred to in section 94 or 95;

(2)  affiliates of the reporting issuer;

(3)  the person responsible for the management of a mutual fund or an unincorporated mutual fund, for giving it advice on financial matters or for distributing its shares or units, and any person who is an insider of such an entity;

(4)  every person who has acquired privileged information in the course of his relations with or of working for the reporting issuer, as a result of that person’s functions or of his engaging in business or professional activities;

(5)  every person having privileged information that, to his knowledge, was disclosed by an insider or a person referred to in this section;

(6)  every person who has acquired privileged information that he knows to be such concerning a reporting issuer;

(7)  every person who is an associate of the reporting issuer, of an insider of the latter or of a person contemplated in this section.

1982, c. 48, s. 189; 1984, c. 41, s. 47; 1999, c. 40, s. 327.

189.1. No person prohibited from trading in securities of a reporting issuer by the effect of section 187 or 189 may use the privileged information in any other manner unless he is justified in believing that the information is generally known to the public. Thus, no such person may trade in options concerning the securities of the issuer. Nor may the person trade in the securities of another issuer, in options or in futures contracts concerning an index, once their market prices are likely to be influenced by the price fluctuations of the issuer’s securities.

1984, c. 41, s. 48.

190. No person informed of the investment program established by a mutual fund or an unincorporated mutual fund or by an adviser who is a portfolio manager may use the information for his own benefit in trading in securities of an issuer included in the program.

1982, c. 48, s. 190.

191. In addition to the adviser, the following persons are deemed to have knowledge of the investment program of an adviser who is a portfolio manager, if they participate in formulating his investment decisions or his recommendations to the client for whom he manages the portfolio, or learn of them before they are implemented:

(1)  every partner of the adviser;

(2)  every legal person that is an affiliate of the adviser;

(3)  every senior executive of the adviser or of a legal person that is an affiliate of the adviser;

(4)  every member of the personnel of the adviser or of a legal person that is an affiliate of the adviser.

1982, c. 48, s. 191.

192. No person may make any representation that the Commission has passed upon the merits of any security or upon the financial situation, fitness or conduct of any registrant.

1982, c. 48, s. 192.

193. No dealer or adviser may multiply transactions for the account of a client solely to increase his remuneration.

1982, c. 48, s. 193.

194. No person may sell a security short without previously notifying the dealer responsible for carrying out the transaction.

1982, c. 48, s. 194.

CHAPTER II OFFENCES

195. It is an offence

(1)  to contravene a decision of the Agency;

(2)  to fail to fulfil an undertaking with the Agency;

(3)  to fail to furnish, within the prescribed time, information or a document required by this Act or the regulations;

(4)  to fail to appear after summons, to refuse to testify or to refuse to send or remit any document or thing required by the Agency or an agent appointed by it in the course of an investigation;

(5)  to attempt, in any manner, to hinder a representative of the Agency in the exercise of his or her functions in the course or for the purposes of an inspection or an investigation.

1982, c. 48, s. 195; 2002, c. 45, s. 632.

195.1. Every registered dealer or adviser who employs as his representative a person who is not registered with the Commission as a representative of that dealer or adviser is guilty of an offence.

1984, c. 41, s. 49.

195.2. Influencing or attempting to influence the market price or the value of securities by means of unfair, improper or fraudulent practices is an offence.

2002, c. 45, s. 633.

196. Every person is guilty of an offence who makes a misrepresentation that is likely to affect the value or the market price of a security in any of the following documents:

(1)  the different kinds of prospectuses or the offering notice provided for in Title II;

(2)  the information presented in the annual report and incorporated in the simplified prospectus;

(3)  the information in respect of a reporting issuer provided for in paragraph 1 of section 85;

(4)  the information document provided for in section 67;

(5)  the annual, semi-annual or quarterly financial statements provided for in Title III;

(6)  the press release provided for in Title III;

(7)  the circular prepared in connection with a solicitation of proxies in accordance with Title III;

(8)  the take-over bid circular and issuer bid circular provided for in Title IV.

1982, c. 48, s. 196.

197. Every person is guilty of an offence who in any manner not specified in section 196 makes a misrepresentation

(1)  in respect of a transaction in a security;

(2)  in the course of soliciting proxies or sending a circular to security holders;

(3)  in the course of a take-over bid, a take-over bid by way of an exchange of securities or an issuer bid;

(4)  in any document or information filed with the Commission or one of its agents;

(5)  in any document forwarded or record kept by any person pursuant to this Act.

1982, c. 48, s. 197.

198. (Repealed).

1982, c. 48, s. 198; 2001, c. 38, s. 67.

199. It is an offence, in effecting a transaction in a security,

(1)  to represent that it will be resold or repurchased, except where it carries such a right;

(2)  to represent that all or part of the purchase price will be refunded, except where the security carries such a right;

(3)  to give an undertaking relating to the future value or price of the security, except so far as that value is guaranteed on the security itself;

(4)  to declare that the security will be listed or that an application therefor has been or will be made, except with the express authorization of the Commission or if the declaration appears in a preliminary or final prospectus for which the Commission has issued a receipt.

However, a person may, in the case of a transaction for more than $50 000, undertake, by a written instrument, to resell, repurchase or refund securities.

In addition, certain distributions may be exempted from the application of subparagraphs 1 and 2 of the first paragraph with the authorization of the Commission and on the conditions that it determines.

1982, c. 48, s. 199; 2001, c. 38, s. 68.

200. Every person who, not being registered as a dealer, adviser or representative, gives out information to investors which could influence their investment decisions and derives an advantage therefrom separate from his ordinary remuneration, is guilty of an offence.

1982, c. 48, s. 200; 1990, c. 77, s. 34.

201. An adviser who is a portfolio manager is guilty of an offence if, in carrying out his mandate, he knowingly participates in any of the following transactions:

(1)  the making of a loan or a guarantee to an issuer in which a person referred to in section 191 or an associate of that person is a senior executive, except with the written authorization of the client for whom the portfolio is managed given with full knowledge of the facts;

(2)  the purchase of securities from an issuer referred to in paragraph 1, except with the written authorization of the client for whom the portfolio is managed given with full knowledge of the facts;

(3)  a securities transaction with a person referred to in section 191 or an associate of that person;

(4)  the making of a loan or a guarantee to a person referred to in section 191 or an associate of that person.

1982, c. 48, s. 201.

CHAPTER III PENAL PROVISIONS

202. Unless otherwise specified, every person who contravenes a provision of this Act is guilty of an offence and is liable, in the case of a natural person, to a fine of $1 000 to $20 000 and, in other cases, to a fine of $1 000 to $50 000.

In determining the penalty, the court shall take particular account of the harm done to the investors and the advantages derived from the offence.

1982, c. 48, s. 202; 1990, c. 4, s. 897; 1992, c. 35, s. 11.

203. Every contravention of a regulation made under this Act is an offence subject to the same provisions as offences under this Act.

1982, c. 48, s. 203.

204. In the case of an offence under section 195.2, 196 or 197 and in the case of a distribution without a prospectus in contravention of section 11, the fine shall be not less than $5 000 nor more than $1 000 000; in the case of an offence under any of sections 187 to 190, the maximum fine shall be $1 000 000 or four times the profit that may be realized, whichever is greater, and the minimum fine shall be twice the profit but not less than $5 000.

Where the person who committed the offence traded in a security relying on privileged information, profit that may be realized means the difference between the price at which the initial trade was effected and the average market price of the security in the 10 trading days following general disclosure of the information; if, however, the position is liquidated within those 10 trading days, the average market price is replaced by the price actually obtained to the extent that that price yields a greater profit than what would be obtained at the average market price.

Where the person who committed the offence communicated privileged information, profit that may be realized means the consideration received for having communicated the information.

1982, c. 48, s. 204; 1987, c. 40, s. 22; 1990, c. 4, s. 898; 1992, c. 35, s. 12; 2002, c. 45, s. 634.

205. Every senior executive or employee of the principal offender, including a person remunerated on commission, who authorizes or permits an offence under this Act is liable to the same penalties as the principal offender.

1982, c. 48, s. 205.

206. (Repealed).

1982, c. 48, s. 206; 2001, c. 38, s. 69.

207. Every conspiracy to commit an offence under this Act is an offence punishable by the penalties provided in section 202 or 204, according to the offence.

1982, c. 48, s. 207.

208. Every person who, by act or omission, aids a person in the commission of an offence is guilty of the offence as if he had committed it himself. He is liable to the penalties provided in section 202 or 204 according to the nature of the offence.

The same rule applies to a person who, by incitation, counsel or order induces a person to commit an offence.

1982, c. 48, s. 208; 1987, c. 40, s. 23.

208.1. Every person who makes a distribution of securities in contravention of section 11 or who contravenes any of sections 187 to 190, 195.2, 196, 197, 205, 207 and 208 is liable, in addition to the fine provided for in the applicable penal provision, to imprisonment not exceeding five years less one day, notwithstanding articles 231 and 348 of the Code of Penal Procedure (chapter C‐25.1).

2002, c. 45, s. 635; 2002, c. 70, s. 176.

209. (Repealed).

1982, c. 48, s. 209; 1984, c. 41, s. 50; 1990, c. 4, s. 899.

210. Penal proceedings for an offence under a provision of this Act may be instituted by the Commission.

1982, c. 48, s. 210; 1992, c. 61, s. 622.

210.1. The fine imposed by a court belongs to the Commission where the Commission has taken charge of the prosecution.

2001, c. 38, s. 70.

211. Penal proceedings for an offence under a provision of sections 11, 12, 25, 26, 73, 74, 94 to 103, 148, 149, 163.1, 187 to 190 and 192 to 201 shall be prescribed by 5 years from the date on which the investigation record relating to the offence was opened.

The certificate of the secretary of the Commission indicating the date on which the investigation record was opened constitutes, failing any evidence to the contrary, conclusive proof of such fact.

1982, c. 48, s. 211; 1990, c. 77, s. 35; 1992, c. 61, s. 623.

212. The Commission may recover its costs for an investigation from any person found guilty of an offence under this Act or under the securities legislation of another legislative authority.

The Commission shall prepare a statement of costs and present it to a judge of the Court of Québec after giving the interested parties five days’ advance notice of the date of presentation.

The judge shall tax the costs, and his decision may be appealed with leave of a judge of the Court of Appeal.

1982, c. 48, s. 212; 1988, c. 21, s. 66.

213. A judge of the Court of Québec may, upon satisfactory proof of the authenticity of the signature thereon, endorse a warrant of arrest issued by a judge of another province against any person on a charge of contravening the securities legislation of that province.

The warrant so endorsed is sufficient authority to the bearer or any peace officer of Québec to execute it and take the person arrested to the place indicated in the warrant.

1982, c. 48, s. 213; 1988, c. 21, s. 144.

TITLE VIII CIVIL ACTIONS

CHAPTER I TRANSACTIONS EFFECTED WITHOUT A PROSPECTUS OR CIRCULAR

214. Every person who has subscribed for or acquired securities in a distribution of securities effected without the prospectus required under Title II may apply to have the transaction rescinded or the price revised, at his option, without prejudice to his claim for damages.

The plaintiff may claim damages from the issuer or the holder, as the case may be, whose securities were distributed without a prospectus from the promoter of the venture, from its senior executives, or from the dealer responsible for the distribution.

However, if the plaintiff did not receive the prospectus he was entitled to receive, he has no claim in damages except against the dealer required to send the prospectus to him pursuant to section 29.

1982, c. 48, s. 214; 1990, c. 77, s. 36.

215. Every person who has transferred securities in response to a take-over bid or issuer bid effected without the circular required under Title IV may apply to have the transfer rescinded or the price revised, at his option. In addition, the plaintiff may claim damages from the offeror and the senior executives of the offeror.

If a holder did not receive the circular he was entitled to receive, he may claim damages from the offeror and from the senior executives of the offeror.

1982, c. 48, s. 215.

216. The defendant in an action for damages under section 214 or 215 is liable for damages unless it is proved that the absence of a prospectus or circular was not imputable to any act on his part.

1982, c. 48, s. 216; 1999, c. 40, s. 327.

CHAPTER II TRANSACTIONS EFFECTED WITH DOCUMENTS CONTAINING A MISREPRESENTATION

217. A person who has subscribed for or acquired securities in a distribution effected with a prospectus containing a misrepresentation may apply to have the contract rescinded or the price revised, without prejudice to his claim for damages.

The defendant may defeat the application only if it is proved that the plaintiff knew, at the time of the transaction, of the alleged misrepresentation.

1982, c. 48, s. 217.

218. The plaintiff may claim damages from the issuer or the holder, as the case may be, whose securities were distributed, from its senior executives, or from the dealer under contract to the issuer or holder whose securities were distributed.

1982, c. 48, s. 218.

219. The plaintiff may also claim damages from the expert whose opinion, containing a misrepresentation, appeared, with his consent, in the prospectus.

1982, c. 48, s. 219.

220. The defendant in an action provided for in sections 218 and 219 is liable for damages unless it is proved that

(1)  he acted with prudence and diligence, except in an action brought against the issuer or the holder whose securities were distributed, or that

(2)  the plaintiff knew, at the time of the transaction, of the alleged misrepresentation.

1982, c. 48, s. 220; 1999, c. 40, s. 327.

221. Rights of action established under sections 217 to 219 may also be exercised if a misrepresentation is contained in

(1)  the information presented in the permanent information record and incorporated in the simplified prospectus;

(2)  the offering memorandum or the offering notice provided for in Title II or prescribed by regulation;

(3)  any other document authorized by the Commission for use in lieu of a prospectus.

1982, c. 48, s. 221; 1984, c. 41, s. 52.

222. A person who has transferred securities in response to a take-over bid or issuer bid effected with a circular containing a misrepresentation may apply to have the transfer rescinded or the price revised, whether the circular is prepared in application of this Act or in accordance with the exemption in virtue of section 119.

The defendant may defeat the application only if it is proved that, at the time of the transfer, the plaintiff knew of the alleged misrepresentation.

1982, c. 48, s. 222; 1984, c. 41, s. 53.

223. The plaintiff may also claim damages from the offeror and its senior executives and from the expert whose opinions, containing a misrepresentation, appeared, with his consent, in the circular.

1982, c. 48, s. 223.

224. The defendant in an action provided for in section 223 is liable for damages unless it is proved that

(1)  he acted with prudence and diligence, except in the case of the offeror, or that

(2)  the plaintiff knew, at the time of the transfer, of the alleged misrepresentation.

1982, c. 48, s. 224; 1999, c. 40, s. 327.

225. Any misrepresentation contained in any of the documents prescribed in sections 134 to 139 prepared by the board of directors or any of the senior executives of the offeree issuer gives rise to a right of action in damages, in favour of all the holders of securities of the offeree issuer at the time of the bid, against the signatory or signatories of the document.

The defendant is liable for damages, subject to the grounds for defence set forth in section 224.

1982, c. 48, s. 225; 1984, c. 41, s. 54; 1999, c. 40, s. 327.

225.1. Where a bid is made through the facilities of a stock exchange, any misrepresentation contained in a disclosure document equivalent to a document referred to in any of sections 222 to 225 and filed with the stock exchange or forwarded to the shareholders in accordance with the exchange’s requirements gives rise to a right of action under those sections.

1987, c. 40, s. 24.

CHAPTER III USE OF PRIVILEGED INFORMATION

226. Every person who carries out a transaction contrary to section 187, 189, 189.1 or 190 is responsible for any injury suffered by the other party to the transaction.

1982, c. 48, s. 226; 1984, c. 41, s. 55; 1999, c. 40, s. 327.

227. Every person who discloses privileged information in contravention of section 188 or 189 is responsible for any injury caused to a third person as a result of a transaction effected with the person who used the information so disclosed.

1982, c. 48, s. 227; 1999, c. 40, s. 327.

228. Every person using privileged information contrary to section 187, 189, 189.1 or 190 is also accountable for the benefit accruing to him from the prohibited transactions, after repairing the harm caused, to the following persons:

(1)  the issuer of the securities concerned, in the case of an offence under section 187, 189 or 189.1;

(2)  the mutual fund or the client for whom the portfolio is managed, in the case of an offence under section 190.

1982, c. 48, s. 228; 1984, c. 41, s. 56.

229. With the authorization of the court, obtained on a motion served on the issuer, the mutual fund or the unincorporated mutual fund, the rights of action for recovery under section 228 may be exercised, in the name of and for the account of the holders of shares, by a person who was at the time of the prohibited transaction or is at the time of the motion a holder of outstanding securities of the issuer, the mutual fund or the unincorporated mutual fund.

1982, c. 48, s. 229.

230. Every holder who satisfies the conditions set forth in section 229 may also intervene in an action instituted under section 228 or 229.

1982, c. 48, s. 230.

231. To obtain the authorization provided for in section 229, it must be established that the senior executives of the issuer, of the mutual fund or of the unincorporated mutual fund have failed to institute the action, or have failed to prosecute it diligently.

1982, c. 48, s. 231.

232. The court may make any necessary order to facilitate the timely exercise of a holder’s right to institute or intervene in an action. In particular, it may charge the holder’s costs to the issuer.

1982, c. 48, s. 232.

233. The Commission has an interest to bring an action under section 229 or 230 in the same manner as a holder.

1982, c. 48, s. 233.

CHAPTER III.1 IRREGULAR TAKE-OVER BIDS OR ISSUER BIDS

1984, c. 41, s. 58.

233.1. The offeree company, the offeror, their senior executives and persons holding their securities at the time of the transaction or action may move that the court make any order of such a nature as to rectify the consequences of a contravention of the Act or the regulations regarding a take-over bid or issuer bid.

They may in particular move that the court cancel a transaction or an issue, order a party to dispose of securities purchased during a bid or prohibit a holder from exercising voting rights attached to securities purchased during a bid.

1984, c. 41, s. 58.

CHAPTER IV PRESCRIPTION AND MISCELLANEOUS PROVISIONS

1987, c. 40, s. 25.

234. Any action for rescission or for revision of the price under this title is prescribed by the lapse of three years from the date of the transaction.

1982, c. 48, s. 234; 2002, c. 45, s. 636.

235. Any action for damages under this title is prescribed by the lapse of three years from knowledge of the facts giving rise to the action, except on proof that tardy knowledge is imputable to the negligence of the plaintiff.

1982, c. 48, s. 235; 2002, c. 45, s. 637.

236. However, the prescriptive periods under section 235 are subordinate to the following limitations:

(1)  three years from the transaction, in the case of actions for damages provided for in sections 214, 215, 226, 227 and 228;

(2)  three years from the filing of the information document with the Commission, in the case of actions under sections 218, 219, 221, 223 and 225.

1982, c. 48, s. 236; 1990, c. 77, s. 37.

236.1. Any action under this Title or any action under the ordinary rules of law in respect of facts related to the distribution of a security or to a take-over bid or issuer bid may be brought before the court of the plaintiff’s residence.

In matters pertaining to the distribution of a security, the laws of Québec are applicable where the subscriber or purchaser resides in Québec, regardless of the place of the contract.

Any contrary stipulation as to the jurisdiction of the courts or the applicable legislation is without effect.

1987, c. 40, s. 26; 1999, c. 40, s. 327.

TITLE IX ENFORCEMENT

CHAPTER I POWERS OF INVESTIGATION

237. The Commission or its appointed agent may require any document or information it considers expedient for the discharge of its functions to be submitted to it by any of the following persons:

(1)  a registrant;

(2)  a recognized self-regulatory organization or one of its members;

(3)  a reporting issuer;

(4)  the depositary of the assets of a mutual fund or of an unincorporated mutual fund;

(5)  a person submitting an application to the Commission, or filing with it documents required by the Act or the regulations, and the issuer to whom the application or the documents relate.

In addition, the Commission or its agent may require such persons to confirm by affidavit the authenticity or veracity of submitted documents or information.

In the case of members of a self-regulatory organization, of their senior executives and of their representatives subject to registration, the Commission may, on the conditions it determines, delegate its powers under this section and section 238 to the self-regulatory organization.

1982, c. 48, s. 237; 1984, c. 41, s. 59; 1999, c. 40, s. 327.

238. The Commission or its appointed agent may require any person referred to in section 237 or any senior executive or employee thereof to submit to examination under oath.

1982, c. 48, s. 238.

239. The Commission may order an investigation

(1)  to ascertain whether the Act and the regulations are complied with ;

(2)  to repress contraventions to the Act or the regulations ;

(3)  to repress contraventions to the securities legislation of another legislative authority ;

(4)  within the scope of an agreement entered into pursuant to section 295.1 ;

(5)  to ascertain whether it would be advisable to recommend that the Minister appoint a provisional administrator.

1982, c. 48, s. 239; 1990, c. 77, s. 38; 2001, c. 38, s. 71.

240. The first paragraph of section 6, and sections 9, 10, 11, 12, 13 and 16 of the Act respecting public inquiry commissions (chapter C-37) apply, with the necessary modifications, to investigations under this chapter.

The Commission has, for the purposes of an investigation, all the powers of a judge of the Superior Court, except to order imprisonment.

1982, c. 48, s. 240.

241. No person called upon to testify in the course of an investigation or being examined under oath may refuse to answer or to produce any document on the ground that he might thereby be incriminated or exposed to a penalty or civil proceedings, subject to the Canada Evidence Act (Revised Statutes of Canada, 1985, chapter C-5).

1982, c. 48, s. 241; 1984, c. 41, s. 60.

242. The Commission may require the submission or delivery of any document related to the object of the investigation. The Commission has the power to return the documents remitted to it or to determine whether or not it is advisable to do so.

1982, c. 48, s. 242.

243. A person who has remitted documents to the Commission pursuant to section 242 may inspect them or copy them at his own expense, by arrangement with the Commission.

1982, c. 48, s. 243.

244. Investigations made under section 239 are held in camera.

1982, c. 48, s. 244.

245. The Commission may forbid a person to disclose any information relating to an investigation to anyone but his advocate.

1982, c. 48, s. 245.

246. A person called on to testify at an investigation or on an examination may be assisted by the advocate of his choice.

1982, c. 48, s. 246.

247. The Commission shall designate a member of its personnel to carry out the investigation.

The Commission may also appoint a person who is not a member of its personnel to carry out the investigation. The appointed person must be sworn before a judge of the Court of Québec or before a member of the Commission in the manner provided in section 2 of the Act respecting public inquiry commissions (chapter C-37), mutatis mutandis.

1982, c. 48, s. 247; 1984, c. 41, s. 61; 1988, c. 21, s. 66.

248. The investigator must prove his appointment on request.

For the purposes of the investigation, the investigator has all the powers of the Commission, except to cite for contempt of court.

The investigator shall report to the Commission, and place the transcript of testimony and the documents relating to the investigation at its disposal.

1982, c. 48, s. 248.

CHAPTER II CONSERVATORY MEASURES

DIVISION I FREEZE ORDERS

249. The Commission may, in view of or in the course of an investigation,

(1)  order the person who is or is about to be under investigation not to dispose of the funds, securities or other assets in his possession;

(2)  order the person who is or is about to be under investigation to refrain from withdrawing funds, securities or other assets from any other person having them on deposit, under control or in safekeeping;

(3)  order any other person not to dispose of the funds, securities or other assets referred to in paragraph 2.

1982, c. 48, s. 249.

250. An order made under section 249 is effective for a renewable period of 90 days from the time the person concerned is notified.

The person concerned shall be notified not less than 15 days before any hearing during which the Commission is to consider an extension. The Commission may grant the extension if the person concerned does not indicate his intention to be heard or if he fails to establish that the reasons for the initial order have ceased to exist.

1982, c. 48, s. 250; 1990, c. 77, s. 39.

251. If the person named in an order under paragraph 3 of section 249 has leased a safety deposit box to the person concerned or put it at his disposal, he must immediately notify the Commission.

At the request of the Commission, the person shall break open the safety deposit box in the presence of an agent of the Commission, draw up an inventory of the contents in triplicate, and give one copy to the Commission and one copy to the person concerned.

1982, c. 48, s. 251.

252. No order made under section 249 applies to funds or securities in a clearing-house or with a transfer agent, unless it so states.

1982, c. 48, s. 252.

253. Where an order made under paragraph 3 of section 249 concerns a bank or an authorized foreign bank listed in Schedule I, II or III to the Bank Act (Statutes of Canada, 1991, chapter 46), a loan and investment society or trust company, it applies only to the branches or agencies mentioned therein.

1982, c. 48, s. 253; 2002, c. 45, s. 640.

254. An order made under section 249 applies also to funds, securities and other assets received after the effective date of the order.

1982, c. 48, s. 254.

255. Every person directly affected by an order made under section 249, if in doubt as to the application of the order to particular funds, securities or other assets, may apply to the Commission for clarification.

1982, c. 48, s. 255.

256. The Commission may notify the registry office or the Ministère des Ressources naturelles of any order made under section 239 or 249, for registration.

An order registered under this section may be set up against any person whose right is registered subsequently.

1982, c. 48, s. 256; 1994, c. 13, s. 15.

DIVISION II PROVISIONAL ADMINISTRATION AND WINDING-UP

257. The Commission may recommend that the Minister appoint a provisional administrator to administer the property of a person or the affairs of a company in the place of the board of directors in any of the following cases:

(1)  where an investigation is being made in respect of the person;

(2)  where the Commission considers that one or more senior executives of the person have committed a malversation, a breach of trust or any other offence;

(3)  where the management by the senior executives is being effected in an unacceptable manner, having regard to generally accepted principles, and is of a nature that would tend to depreciate the securities issued by the person;

(4)  where the Commission deems it imperative that the clients of a registrant or the holders of securities be protected.

In the case of a company constituted outside Québec, the recommended mandate of the provisional administrator is to administer the property of that company which is situated in Québec.

1982, c. 48, s. 257; 1990, c. 77, s. 40; 1999, c. 40, s. 327.

258. Before appointing a provisional administrator, the Minister shall give the person concerned an opportunity to assert his rights in writing seven days from receiving the notice from the Minister.

The Minister may, however, where it is imperative to do so and if the Commission so recommends, make the order first, provided that the person concerned is given an opportunity to assert his rights in writing within the same time limit.

1982, c. 48, s. 258; 1990, c. 77, s. 41.

258.1. Before making the order, the Minister may make any inquiry he considers useful.

For that purpose, he has the powers and immunity provided for in the first paragraph of section 6 and in sections 9 to 13 and 16 of the Act respecting public inquiry commissions (chapter C-37).

For the purposes of the inquiry, he has all the powers of a judge of the Superior Court, except the power to order imprisonment.

The powers provided for in this section may be exercised by any person appointed by the Minister.

1990, c. 77, s. 42.

259. Subject to the terms of his mandate under the order, the provisional administrator shall take possession of the property belonging to the person named in the order or held by him for any other person.

The Minister may grant the provisional administrator the powers and immunity provided for in the first paragraph of section 6 and in sections 9 to 13 and 16 of the Act respecting public inquiry commissions (chapter C-37) for the purpose of carrying out his mandate.

For the purposes of the inquiry, the provisional administrator has all the powers of a judge of the Superior Court, except the power to order imprisonment.

1982, c. 48, s. 259; 1990, c. 77, s. 43.

259.1. The provisional administrator shall, within the period fixed by the Minister, file a provisional report with the Minister and the Commission setting out his findings and recommendations.

The provisional report shall, in particular, indicate whether the financial situation of the person named in the order will permit payment of the costs associated with the provisional administration, and whether the provisional administration may reasonably be expected to benefit holders of securities or, in the case of a registrant, his clients.

1990, c. 77, s. 44.

259.2. The Minister may terminate the provisional administration if he considers that the financial situation of the person named in the order will not permit payment of the costs associated with the provisional administration or that the administration cannot reasonably be expected to benefit holders of securities or, in the case of a registrant, his clients.

1990, c. 77, s. 44.

260. At the request of the Minister or the Commission, the provisional administrator shall report his findings and the execution of his mandate to both of them.

1982, c. 48, s. 260.

261. The Minister may, on the recommendation of the Commission,

(1)  revoke an order;

(2)  dismiss a member of the board of directors or declare him disqualified for such office, and provide for his replacement;

(3)  order the winding-up of the property of the person concerned and appoint a liquidator;

(4)  order the winding-up of the company concerned and appoint a liquidator.

Any member of the board of directors dismissed pursuant to this section is disqualified from holding office as director for a period of five years.

Every order of the Minister for the winding-up of the company concerned has the same effect as an order of a judge of the Superior Court under section 25 of the Winding-up Act (chapter L-4).

1982, c. 48, s. 261; 1990, c. 77, s. 45.

261.1. The Minister may terminate any winding-up ordered pursuant to section 261 if he considers that its continuation cannot reasonably be expected to benefit holders of securities of the person concerned or, in the case of a registrant, his clients.

1990, c. 77, s. 45.

262. The fees and expenses of the provisional administrator and the liquidator for the execution of their mandates are taken out of the total assets administered, after approval by the Minister.

The fees and expenses are deemed to constitute a prior claim and have the same rank as expenses incurred in the common interest.

1982, c. 48, s. 262; 1990, c. 77, s. 46; 1995, c. 33, s. 29.

CHAPTER III OTHER POWERS OF THE COMMISSION

263. The Commission may, on such conditions as it may determine, exempt a person or a group of persons from any or all of the requirements under Titles II to VI or the regulations where it considers the exemption not to be detrimental to the protection of investors.

The decision is without appeal.

1982, c. 48, s. 263.

264. The Commission may deny the benefit of an exemption contained in this Act or the regulations where it considers it necessary to do so to protect investors.

In particular, the Commission may deny the benefit of an exemption to any person who has

(1)  made improper use of such an exemption;

(2)  contravened this Act or the regulations;

(3)  contravened any other provision regarding securities;

(4)  contravened the rules of a recognized stock exchange.

1982, c. 48, s. 264.

265. The Commission may order a person to cease any activity in respect of a transaction in securities.

The Commission may, furthermore, order any person or category of persons to cease any activity in respect of a transaction in a particular security.

1982, c. 48, s. 265.

266. The Commission may also order a person to cease carrying on business as an adviser.

1982, c. 48, s. 266.

267. An order made under section 265 or 266 has effect from the time the person concerned is notified or becomes aware of it.

In the case of an order concerning a category of persons, publication of the order in the Bulletin or its distribution by any other medium ordinarily available to the persons concerned in the exercise of their profession is valid as notification under the first paragraph.

1982, c. 48, s. 267.

268. The Commission may, by a motion, apply to a judge of the Superior Court for an injunction in respect of any matter relating to this Act or the regulations.

The motion for an injunction is an action.

The procedure prescribed in the Code of Civil Procedure (chapter C-25) applies, except that the Commission is not required to give security.

1982, c. 48, s. 268.

269. The Commission may, of its own initiative and without notice, intervene in any civil action relating to any provision of this Act or the regulations.

1982, c. 48, s. 269; 1987, c. 40, s. 27.

269.1. The Commission has an interest to bring any action provided for by section 233.1.

1984, c. 41, s. 62; 1987, c. 40, s. 28.

269.2. The Commission may, where it considers it to be in the public interest, apply to the court for a declaration to the effect that a person has failed to discharge an obligation under this Act or a regulation, and that the person be condemned to pay damages up to the amount of the damage caused to other persons.

The court may also impose punitive damages, or order the person to repay the profits derived as a result of the failure.

A motion by the Commission under this section shall be filed in the district in which the residence or principal establishment of the person concerned is situated or, if the person has neither residence nor establishment in Québec, in the district of Montréal.

2001, c. 38, s. 72.

270. The Commission may prohibit or place restrictions on representations in view of a transaction in a particular security.

1982, c. 48, s. 270.

271. The Commission may order a registrant to submit any advertising document to it before using it.

The Commission may prohibit the use of the advertising document or require it to be changed.

1982, c. 48, s. 271.

272. The Commission may refuse the filing of documents part or all of which were prepared or signed by a person who during the five years preceding the date of the filing has been convicted of a disciplinary, penal or indictable offence in a matter pertaining to securities, unless he has obtained a pardon therefor.

1982, c. 48, s. 272; 1990, c. 4, s. 900.

272.1. The Commission may, of its own initiative or upon application by an interested person, take any steps to ensure compliance with the provisions of this Act.

It may, in particular, require changes to any document established under this Act, prohibit circulation of a document or order circulation of any changes to an existing document or information.

1990, c. 77, s. 47.

273. The Commission may reprimand a registrant or a self-regulatory organization.

The Commission must give the person concerned prior opportunity to be heard.

1982, c. 48, s. 273.

273.1. Where the Agency becomes aware of facts establishing that a reporting issuer, an issuer having made a distribution pursuant to a prospectus exemption under sections 43 to 56, or a person registered pursuant to section 148 or 149, has failed to comply with a provision under this Act or a regulation made under its authority, the Agency may impose an administrative penalty on the offender and receive payment thereof.

Where the Bureau de décision et de révision en valeurs mobilières becomes aware of facts establishing that a senior executive or an insider has, by an act or omission, contravened or assisted a person in contravening a provision of this Act or a regulation thereunder, it may impose an administrative penalty on the person.

The amount of the penalty may in no case exceed $1,000,000.

The amounts collected by the Agency pursuant to this section, if any, shall be paid into a fund established under section 276.4 and allocated to the education of investors or the promotion of their general interest.

2001, c. 38, s. 73; 2002, c. 45, s. 641.

273.2. The Commission may impose on a person referred to in section 273.1, in addition to a penalty provided for therein, the obligation to repay the cost of any inspection or investigation that provided proof of the facts establishing the failure to comply with the provision concerned, according to the rate established by regulation.

2001, c. 38, s. 73.

273.3. The Commission may prohibit a person from acting as a director or senior executive of an issuer on the grounds set out in article 329 of the Civil Code, or where a penalty has been imposed on the person under this Act.

The prohibition imposed by the Commission may not exceed five years.

The Commission may, at the request of the person concerned, lift the prohibition on such conditions as it considers appropriate.

2001, c. 38, s. 73.

274. The Commission may draw up policy statements defining the requirements following from the application of section 276, within its discretionary powers.

1982, c. 48, s. 274; 1989, c. 48, s. 255; 2001, c. 38, s. 74.

275. (Repealed).

1982, c. 48, s. 275; 1997, c. 36, s. 1.

TITLE X ADMINISTRATION OF THE ACT

CHAPTER I THE COMMISSION DES VALEURS MOBILIÈRES DU QUÉBEC

276. The Commission des valeurs mobilières du Québec established under the Securities Act (chapter V-1) is continued; the Commission is responsible for the administration of this Act and has the duties provided for therein.

The function of the Commission is

(1)  to promote efficiency in the securities market;

(2)  to protect investors against unfair, improper or fraudulent practices;

(3)  to regulate the information that must be disclosed to security holders and to the public in respect of persons engaged in the distribution of securities and of the securities issued by these persons;

(4)  to define a framework for the professional activities of persons dealing in securities, for associations of such persons and for bodies entrusted with supervising the securities market.

1982, c. 48, s. 276.

276.1. The Commission is a legal person.

It is a mandatary of the State.

The property of the Commission forms part of the property of the State, but the execution of its obligations may be levied against its property.

The Commission binds none but itself when it acts in its own name.

1997, c. 36, s. 2; 1999, c. 40, s. 327.

276.2. The Commission may provide consulting and implementation services related to the regulation of the securities market to bodies outside Québec involved in such regulation.

1997, c. 36, s. 2.

276.3. The Commission shall advise the Minister on any matter he submits to it concerning securities.

1997, c. 36, s. 2.

276.4. The Commission may, in the pursuit of its objects, set up a contingency reserve or, with the authorization of the Government, a designated fund, into which it may deposit part of its revenue.

1997, c. 36, s. 2.

276.5. The Commission may establish rules of internal management. The rules of internal management must be approved by the Government and come into force on the date of their publication in the Gazette officielle du Québec or on any later date determined by the Government. The rules are also published in the Bulletin of the Commission.

1997, c. 36, s. 2.

277. The Commission is composed of not more than nine members, including a chairman and three vice-chairmen, appointed by the Government for a term not exceeding five years.

The chairman and the three vice-chairmen hold office on a full time basis; the other members hold office on a part time basis.

1982, c. 48, s. 277; 2001, c. 38, s. 75.

278. The Government shall fix the remuneration, social benefits and other conditions of employment of the members of the Commission. Their remuneration, once fixed, cannot be reduced.

1982, c. 48, s. 278.

278.1. The chairman shall coordinate and apportion the work of the Commission between its members. He is responsible for the administration of the Commission and the direction of its personnel.

1997, c. 36, s. 3.

279. If the chairman is absent or unable to act, the Minister shall designate the vice-chairman who is to act as chairman in the interim.

1982, c. 48, s. 279; 1999, c. 40, s. 327.

280. A member of the Commission remains in office at the expiry of his term until he is reappointed or replaced, unless the Government decides otherwise.

A member of the Commission who has been replaced continues to have jurisdiction in the cases before him.

1982, c. 48, s. 280.

281. (Repealed).

1982, c. 48, s. 281; 2001, c. 38, s. 76.

281.1. No member of the personnel of the Commission may have a direct or indirect interest in an undertaking that may put the member’s personal interest in conflict with the member’s duties of office. Any interest that devolves by succession or gift must be renounced or disposed of with diligence.

2001, c. 38, s. 77.

282. The Government may dismiss a member of the Commission, where the Court of Appeal, after making an inquiry at the request of the Minister, so recommends.

1982, c. 48, s. 282.

283. No proceeding may be brought against the Commission, a member of the Commission or of its personnel, its appointed agent or any person exercising a delegated power, for official acts done in good faith in the exercise of their functions.

1982, c. 48, s. 283; 1984, c. 41, s. 63; 2001, c. 38, s. 78.

284. No extraordinary recourse provided for in articles 834 to 850 of the Code of Civil Procedure (chapter C-25) may be exercised nor any injunction granted against the Commission or its members or agents acting in their official capacity.

1982, c. 48, s. 284.

285. Article 33 of the Code of Civil Procedure (chapter C-25) does not apply to the Commission nor to the persons contemplated in section 284.

1982, c. 48, s. 285.

286. A judge of the Court of Appeal, upon motion, may annul summarily any decision rendered contrary to section 284 or 285.

1982, c. 48, s. 286.

287. The Commission has its head office in the territory of Ville de Montréal.

1982, c. 48, s. 287; 1996, c. 2, s. 990.

288. The Commission may hold sittings anywhere, even outside Québec.

1982, c. 48, s. 288.

289. Deliberations conducted by the members of the Commission by way of a conference telephone call are valid.

1982, c. 48, s. 289.

290. Two members are a quorum of the Commission. In case of a tie-vote, the chairman has a casting vote.

1982, c. 48, s. 290.

291. In case of a tie-vote in the absence of the chairman, the matter is referred to him.

1982, c. 48, s. 291.

292. The Commission may appoint any expert whose assistance it deems expedient for the exercise of its functions.

1982, c. 48, s. 292.

293. The minutes of the sittings of the Commission are authentic if they are approved by the Commission and signed by the chairman, the secretary or a member of the Commission.

The same holds true of a document emanating from the Commission or forming part of its records, and of any copy of such a document, if certified by the chairman, the secretary or a person designated by the Commission.

1982, c. 48, s. 293.

294. Documents intended for the Commission are served on the secretary.

1982, c. 48, s. 294.

294.1. The Commission may allow a document or attestation required by the legislation of another legislative authority to be substituted for a document or attestation prescribed by this Act.

The Commission may also accept the substitution of other documents for such documents and attestations, provided that they contain equivalent information.

2001, c. 38, s. 79.

295. Any attestation issued by the Commission respecting the registration of a person, the filing of a document, the time that the facts upon which proceedings may be brought came to the knowledge of the Commission and any other matter pertaining to the administration of this Act is proof of its content in any civil or penal proceedings without other proof of the signature or office of the person attesting.

1982, c. 48, s. 295.

295.1. The Commission may, according to law, make an agreement with a person or with an organization from Québec or elsewhere, with a view to fostering the application of this Act or foreign legislation in matters of securities.

1990, c. 77, s. 48.

295.2. The Agency may, with the authorization of the Government, enter into an agreement with any organization or legal person for the examination of complaints filed by persons who are dissatisfied with the examination procedure or its outcome.

Such an agreement may also provide that the organization or legal person may, if it considers it appropriate, act as a mediator if the concerned parties agree.

2002, c. 45, s. 653.

296. Any person may have access to all documents required to be filed under this Act or the regulations, except documents filed by a registrant otherwise than pursuant to the requirements prescribed in Title III.

Where the Commission deems that the communication of a document could result in serious prejudice, it may declare the document inaccessible.

This section applies notwithstanding section 9 of the Act respecting Access to documents held by public bodies and the Protection of personal information (chapter A-2.1).

1982, c. 48, s. 296; 1987, c. 68, s. 120.

297. Investigation reports, inspection reports and supporting evidence may be inspected only with the authorization of the Commission, notwithstanding section 9 of the Act respecting Access to documents held by public bodies and the Protection of personal information (chapter A-2.1).

1982, c. 48, s. 297; 1987, c. 68, s. 121; 1990, c. 77, s. 49.

297.1. The Commission may communicate personal information, without the consent of the person concerned, to a person or organization responsible, by law, for the prevention, detection or repression of crime or statutory offences outside Québec, if the information relates to an offence under this Act or under securities legislation applicable outside Québec.

The Commission may also communicate personal information that relates to a person required to be registered under Title V, a senior executive, an insider, a promoter or a person having, even indirectly, significant influence on an issuer, a registrant, a self-regulatory organization or a company involved in a take-over bid or issuer bid or a merger or reorganization, without the consent of the person concerned, to a person or organization, even outside Québec, acting in the securities regulation or monitoring field.

2001, c. 38, s. 80.

298. The Commission must publish a bulletin periodically to inform financial circles of its activities. The Bulletin must contain, in particular, applications received, decisions rendered, policy statements and information filed.

1982, c. 48, s. 298.

299. The members of the personnel of the Commission are appointed in accordance with the staffing plan and standards established by by-law of the Commission.

Subject to the provisions of a collective agreement, the Commission shall determine, by by-law, the standards and scales of remuneration, employee benefits and other conditions of employment of the members of its personnel in accordance with the conditions defined by the Government.

1982, c. 48, s. 299; 1983, c. 55, s. 161; 1997, c. 36, s. 4; 2000, c. 8, s. 223.

300. (Repealed).

1982, c. 48, s. 300; 2001, c. 38, s. 81.

301. The Government shall, by regulation, determine special rules of ethics applicable to the members of the personnel of the Commission, and corresponding penalties.

An appeal may be made on the conditions set forth in section 33 of the Public Service Act (chapter F-3.1.1).

1982, c. 48, s. 301; 1983, c. 55, s. 161.

301.1. The chairman shall establish a plan of activities for the Commission at such intervals as is determined by the Government.

The plan shall be submitted to the Government for approval.

1997, c. 36, s. 5.

302. Every year, before the end of June, the Commission shall remit to the Minister a report of its activities for the preceding fiscal year.

The report of activities must be tabled before the National Assembly within thirty days of receiving it if the Assembly is in session or, if it is not sitting, within thirty days of the opening of the next session, or of resumption.

1982, c. 48, s. 302; 1982, c. 62, s. 143.

302.1. At the end of every fiscal year, the Commission shall remit to the Office québécois de la langue française a report of the use it has made of its power to grant exemptions under section 263 with regard to the obligation enacted in section 40.1.

The Office shall determine the mode of drawing up the report.

1983, c. 56, s. 45; 2002, c. 28, s. 37.

303. The chairman shall furnish to the Minister any information and any report that he may require on the activities of the Commission.

1982, c. 48, s. 303.

304. The fiscal year of the Commission ends on 31 March.

1982, c. 48, s. 304.

305. The books and accounts of the Commission are audited every year by the Auditor General and also whenever required by the Government.

1982, c. 48, s. 305.

CHAPTER II DELEGATION OF POWERS

306. The Government may, according to law, enter into an agreement with another government for the delegation of powers conferred on the Commission by this Act or conferred on a similar body by an Act of another legislative authority.

1982, c. 48, s. 306.

307. The Commission may, subject to section 308, delegate to one of its members or a member of its personnel any power resulting from this Act or the regulations or an agreement referred to in section 306. Every decision to delegate power must be published in the Gazette officielle du Québec.

1982, c. 48, s. 307; 1986, c. 95, s. 338; 2001, c. 38, s. 83.

308. The Commission may not delegate the power to review its decisions, the power to order an investigation under section 239, the power to institute court proceedings under this Act in the name of the Commission, the power to render a decision pursuant to Title VI, the power to make a freeze order pursuant to Title IX, the power to recommend to the Minister the appointment of a provisional administrator, the liquidation of the property of a person or the liquidation of a partnership, the power to impose an administrative penalty under section 273.1, the power to make regulations and the power to establish policy statements. However, the Commission may delegate the power to order an investigation under section 239 to one of its members.

1982, c. 48, s. 308; 1992, c. 35, s. 14; 2001, c. 38, s. 84.

CHAPTER III CONTROL EXERCISED BY THE COMMISSION

309. The Commission may call before it any matter that is before a person exercising a delegated power and decide it in his stead.

1982, c. 48, s. 309.

310. The Commission may, ex officio, review any decision rendered by a person exercising a delegated power or by a self-regulatory organization.

The self-regulatory organization is entitled to be heard at the times prescribed under sections 317 and 318.

1982, c. 48, s. 310.

311. Any person hearing a matter pursuant to a delegation of power may refer it to the Commission.

1982, c. 48, s. 311.

CHAPTER IV HEARINGS

312. The Commission may hold hearings in conjunction with and consult with any other authority empowered to supervise trading in securities.

1982, c. 48, s. 312.

312.1. A member of the Commission who has examined a matter with a view to ordering an investigation under section 239 must refrain from attending the sitting during which the matter is to be discussed, unless the parties consent thereto.

2001, c. 38, s. 85.

313. The Commission shall determine the rules of procedure applicable to its hearings.

1982, c. 48, s. 313.

314. Sections 240 to 243 apply to any hearing of the Commission, mutatis mutandis.

1982, c. 48, s. 314; 1984, c. 41, s. 64; 1986, c. 95, s. 339.

314.1. By way of exception, the Commission may suspend the holding of a hearing until the applicant undertakes to pay the cost of the research work that the Commission considers necessary in order to rule on the issue submitted to it.

Similarly, the Commission may require one of the parties to pay the representation costs incurred by investors or, if it is in the public interest, it may pay such costs itself.

2001, c. 38, s. 86.

315. Any person appearing before the Commission may request that the testimony be recorded, at his own expense. If the person causes the testimony to be recorded, he is required, at the request of the Commission, to provide it with a copy of the transcript.

1982, c. 48, s. 315.

CHAPTER V DECISIONS

316. The Commission shall exercise the discretion conferred on it in accordance with the public interest.

1982, c. 48, s. 316.

317. The Commission or a person exercising delegated powers, before rendering a decision that adversely affects the rights of a person, must give the person an opportunity to be heard.

1982, c. 48, s. 317.

318. However, a decision adversely affecting the rights of a person may, where it is imperative to do so, be rendered without a prior hearing.

In such a case, the person rendering the decision must give the person concerned the opportunity to be heard within 15 days.

1982, c. 48, s. 318.

318.1. For the purpose of rendering a decision, the Commission or a person exercising a delegated power may, within the scope of a consultation mechanism established by regulation or an agreement under section 295.1, consider a factual analysis prepared by the personnel of an organization pursuing similar objects.

2001, c. 38, s. 87.

319. The Commission or the person exercising delegated powers must substantiate every decision that adversely affects the rights of a person.

1982, c. 48, s. 319.

320. The Commission shall send to the person concerned the decision rendered by it or by a person exercising delegated powers.

However, a decision rendered by a self-regulatory organization or by a person or committee exercising a power sub-delegated by it shall be sent by the self-regulatory organization.

1982, c. 48, s. 320; 1990, c. 77, s. 50.

320.1. The Commission may file an authentic copy of a decision it has rendered or rendered by a person exercising a delegated power at the office of the clerk of the Superior Court of the district in which the residence or domicile of the person concerned is situated or, if the person has neither residence nor domicile in Québec, at the office of the Superior Court in the district of Montréal.

The Commission may, in the same manner, file a copy of a decision rendered outside Québec by a similar organization, if it is of the opinion that the decision is consistent with the essential principles of procedure and that it is in the public interest to do so.

The decision on being filed becomes executory in the same way as a decision of the Superior Court, and has all the effects thereof.

1990, c. 77, s. 51; 2001, c. 38, s. 88.

320.2. A decision containing a clerical error, a mistake in calculation or any other error of form may be rectified on the record by a member of the Commission having taken part in the decision.

2001, c. 38, s. 89.

321. The Commission may review its decisions at any time, except in the event of an error in law.

A person having rendered a decision under delegated powers may review it if justified by a new fact.

1982, c. 48, s. 321; 1986, c. 95, s. 340.

322. A person directly affected by a decision rendered under delegated powers or by a self-regulatory organization may within 30 days apply for a review of the decision by the Commission.

A person directly affected by a decision rendered under a power sub-delegated pursuant to section 170.1 may apply to have the decision reviewed by the self-regulatory organization within 30 days.

1982, c. 48, s. 322; 1990, c. 77, s. 52.

323. An application to the Commission or to a self-regulatory organization for a review of a decision does not suspend the execution of the decision contested, unless the Commission or the organization, as the case may be, decides otherwise.

1982, c. 48, s. 323; 1990, c. 77, s. 53.

323.1. For the purposes of sections 182.1, 283, 317 to 319 and 321, a person or committee exercising powers sub-delegated pursuant to section 170.1 is considered to be a person exercising delegated powers.

1990, c. 77, s. 54; 1992, c. 35, s. 15.

CHAPTER VI APPEALS

324. Any person directly interested in a final decision of the Commission may appeal therefrom to the Court of Québec.

1982, c. 48, s. 324; 1988, c. 21, s. 66; 1990, c. 77, s. 55; 2001, c. 38, s. 90.

325. The appeal is made by filing a notice to that effect with the secretary of the Commission within 30 days from the date of the decision appealed from.

Filing of the notice is in lieu of service on the Commission.

1982, c. 48, s. 325.

326. The secretary shall immediately send the notice to the office of the Court of Québec at Montréal or Québec, at the option of the appellant.

The secretary shall send four copies of the decision appealed from to the office.

1982, c. 48, s. 326; 1984, c. 41, s. 65; 1988, c. 21, s. 66.

327. The appeal is governed by articles 491 to 524 of the Code of Civil Procedure (chapter C-25), with the necessary modifications. However, the parties are required to file only four copies of the factum of their pretensions.

1982, c. 48, s. 327.

328. The rules of practice of the Court of Appeal in civil matters also apply, except that the secretary of the Commission is substituted for the clerk of the Superior Court.

1982, c. 48, s. 328.

329. An appeal does not suspend the execution of the decision appealed from, unless the Commission or a judge of the Court of Québec decides otherwise.

1982, c. 48, s. 329; 1988, c. 21, s. 66.

330. The final appeal judgment may be appealed to the Court of Appeal with leave of a judge of the latter court.

1982, c. 48, s. 330; 1984, c. 41, s. 67; 1988, c. 21, s. 66; 1990, c. 77, s. 56.

CHAPTER VII FINANCIAL PROVISIONS

1997, c. 36, s. 6.

330.1. All amounts payable to the Commission under this Act shall form part of the revenue of the Commission. Such revenue shall be applied to the payment of its expenditures.

For the purposes of this Act, any amounts deposited into a contingency reserve or fund set up under section 276.4 in the course of a fiscal year shall be regarded as current expenditures.

Likewise, any amounts held in such a reserve or fund do not form part of the surplus referred to in section 330.4.

1997, c. 36, s. 6.

330.2. The costs incurred by the Government for the administration of this Act, as determined each year by the Government, shall be borne by the Commission.

1997, c. 36, s. 6.

330.3. The chairman of the Commission shall, each year, submit the Commission’s budgetary estimates for the ensuing fiscal year to the Minister in accordance with the conditions determined by the Government.

The budget estimates shall be submitted to the Government for approval.

1997, c. 36, s. 6.

330.4. The Commission shall enter in its budgetary estimates, as revenue, any anticipated surplus for the current fiscal year and any other accumulated surplus.

It shall enter, as expenditure, any deficit incurred in the preceding fiscal year.

1997, c. 36, s. 6.

330.5. All amounts collected by the Agency shall, upon collection, be deposited in a bank or an authorized foreign bank listed in Schedule I, II or III to the Bank Act (Statutes of Canada, 1991, chapter 46) or in a financial services cooperative governed by the Act respecting financial services cooperatives (chapter C‐67.3).

1997, c. 36, s. 6; 2000, c. 29, s. 679; 2002, c. 45, s. 686.

330.6. The Commission may use any part of its revenue not required for the payment of expenditures or the amounts that constitute the reserve and any fund set up under section 276.4, to make short-term investments

(1)  in securities issued or guaranteed by the government of Canada, of Québec or of another Canadian province;

(2)  by way of deposit with financial institutions designated by the Government, or in certificates, notes and other short-term securities issued or guaranteed by such financial institutions;

(3)  by way of deposit with the Caisse de dépôt et placement du Québec, to be administered by the Caisse in accordance with the investment policy determined by the Commission.

1997, c. 36, s. 6.

330.7. The Commission may not, unless authorized by the Government,

(1)  contract a loan that causes its total outstanding borrowings to exceed the amount determined by the Government;

(2)  make financial commitments in excess of the limits or contrary to the terms and conditions determined by the Governement.

The Commission may not receive any gift, bequest or subsidy.

1997, c. 36, s. 6.

330.8. The Government may, on the conditions it determines,

(1)  guarantee the payment in principal and interest of any borrowing of the Commission;

(2)  guarantee the performance of any other obligation of the Commission;

(3)  authorize the Minister of Finance to advance to the Commission any sum of money considered necessary for the carrying out of this Act, on the conditions he determines.

Any sum of money that the Government may be called upon to pay pursuant to such guarantees or to advance to the Commission shall be taken out of the consolidated revenue fund.

1997, c. 36, s. 6.

330.9. The costs incurred by the Commission for the administration of Titre VI shall be borne by the recognized self-regulatory organizations.

Such costs, established for each self-regulatory organization by the Commission at the end of its fiscal year, shall comprise a minimum contribution fixed by the Commission and the amount, if any, by which actual costs exceed the contribution. The actual costs shall be established on the basis of the rate schedule established by regulation.

The certificate issued by the Commission establishing the amount to be paid by each self-regulatory organization is peremptory.

1997, c. 36, s. 6.

330.10. The costs incurred by the Commission or, as the case may be, by a person specially designated by the Commission, for the purposes of section 30 of the Act to establish the Fonds de solidarité des travailleurs du Québec (F.T.Q.) (chapter F‐3.2.1) and sections 37 and 38 of the Act to establish Fondaction, le Fonds de développement de la Confédération des syndicats nationaux pour la coopération et l’emploi (chapter F‐3.1.2) and section 33 of the Act constituting Capital régional et coopératif Desjardins (chapter C‐6.1) shall be borne by those legal persons. The costs shall be determined annually by the Commission, on the basis of the actual costs; in the case of costs incurred by the Commission, the actual costs are established on the basis of the rate schedule established by regulation.

The certificate issued by the Commission establishing the amount to be paid by each Fund in respect of the costs incurred is peremptory.

1997, c. 36, s. 6; 2002, c. 45, s. 689.

TITLE XI REGULATIONS AND TRANSITIONAL AND FINAL PROVISIONS

CHAPTER I REGULATIONS

331. The Agency may, by regulation,

(1)  define the procedure to be followed in any matter relating to the application of this Act;

(2)  establish the minimum amount of a portfolio to which section 45 applies;

(3)  determine the stipulations that a contract referred to in section 47 must contain;

(4)  fix the minimum amount of a subscription or acquisition for the purposes of section 51, and define the conditions applicable to an exemption under that section;

(5)  determine the securities that qualify as gilt-edged securities for the purposes of section 57;

(6)  establish the rescission rights and the commissions and other sales charges pertaining to a contractual plan for the acquisition of securities;

(6.1)  determine, for the purposes of section 151.1.1, the other market participants likely to be the subject of an inspection;

(7)  define the conditions on which a dealer may use credit balances not given in guarantee;

(8)  establish the special rules of ethics to which the members of the personnel of the Agency are subject, and the applicable penalties;

(9)  prescribe the fees payable for any formality provided for in this Act or the regulations and for services rendered by the Agency, and the terms and conditions of payment;

(10)   prescribe the fees payable by an investor for a securities transaction, and the procedure for collecting the fees and remitting them to the Agency;

(11)  establish the rates referred to in sections 212, 273.2, 330.9 and 330.10;

(12)  define the terms and expressions used for the purposes of the regulations made pursuant to this section.

A regulation made under this section shall be submitted to the Government for approval, with or without amendment.

The Government may make or amend a regulation under this section if the Agency does not do so within the time specified by the Government.

1982, c. 48, s. 331; 1984, c. 41, s. 68; 1987, c. 40, s. 29; 1990, c. 77, s. 57; 1992, c. 35, s. 16; 1997, c. 36, s. 7; 2001, c. 38, s. 91; 2002, c. 45, s. 690.

331.1. The Agency may, by regulation,

(1)  determine the form and content of the documents, declarations, statements and attestations required under this Act or the regulations;

(2)  determine, from among the documents required under this Act to be filed with or transmitted to it, those that must be filed or transmitted using the medium or technology it specifies in the regulation;

(3)  fix various time limits and periods in accordance with the provisions of this Act;

(4)  determine the percentages of securities of a class or series of the securities of an issuer and establish the terms and conditions for the purposes of paragraph 9 of the definition of “distribution” in section 5;

(5)  determine the cases and prescribe the information and attestations to which the second paragraph of section 12 and section 40.1 apply;

(6)  impose conditions or an undertaking for the issue by the Agency of a receipt in respect of a prospectus, and fix the conditions on which a security may be distributed by way of various types of prospectus;

(7)  establish the rules governing the designation of securities and the changes made to their characteristics;

(8)  prescribe the information concerning securities or securities transactions that must be transmitted to the Agency, self-regulatory organizations, security holders, investors, clients or the general public, and establish the management rules to be complied with by a registrant in order to safeguard the interests of clients;

(9)  define accounting requirements for issuers, securities dealers and advisers and self-regulatory organizations, and the requirements relating to the books, registers and other documents they must keep and to the preparation and audit of their financial statements;

(10)  confer on some of the rules or standards established by a self-regulatory organization or professional association, and any amendments made thereto, the force and effect of a regulation made under this Act;

(11)  exempt a category of persons, securities or transactions from some or all of the requirements of this Act or the regulations, with or without conditions;

(12)  prohibit the use of advertising documents during a distribution;

(13)  define the cases in which the Agency may refuse to issue a receipt for a prospectus referred to in Title II;

(14)  establish special disclosure schemes for securities distributions based on the nature of the securities involved or the categories of issuers, fix the new conditions for the use of such schemes and prescribe the documents that may stand in lieu of a prospectus on the conditions determined by the Agency;

(15)  prohibit or impose conditions applicable to any operation designed to fix, stabilize or influence the quoted price of a security;

(16)  establish operating rules for the management, stewardship, safekeeping and composition of the assets of mutual funds and unincorporated mutual funds and prohibit certain transactions for the protection of the holders of securities;

(17)   prohibit or impose conditions applicable to securities transactions with and loans made to persons who are not entirely independent of a mutual fund or unincorporated mutual fund;

(18)  determine the conditions on which a body may qualify under section 67 of this Act;

(19)  establish rules concerning the financial statements and auditor’s reports required under this Act or the regulations;

(19.1)  determine the rules applicable to an accountant’s audit of the affairs of any person subject to this Act;

(19.2)  determine the rules applicable to a committee auditing the affairs of an issuer governed by this Act;

(20)  establish special continuous disclosure schemes for outstanding securities, based on the nature of the securities or the categories of issuers determined by the Agency;

(20.1)  determine, for the purposes of section 92, a securities transaction effecting a change in the control of a security;

(21)  establish any rule necessary for the implementation of Title IV as regards issuer bids and take-over bids;

(22)  fix the manner in which the average market price referred to in sections 123, 126 and 147.21 is established;

(23)  establish the manner in which authorization is granted by the offeror for the purposes of section 129;

(24)  prescribe measures to protect minority shareholders with respect to the transactions determined by the Agency that are carried out by issuers or other persons having access to the financial market and that are likely to give rise to situations of conflict of interest;

(25)  determine the conditions subject to which a person resident outside Québec may apply for registration or hold an interest in the capital of a registrant;

(26)  establish categories of registration, the conditions to be met by applicants, the duration of registration and the rules governing the activities of registrants;

(27)  define, for the purposes of section 159, the changes that must be notified to the Agency and those for which approval must be obtained from the Agency;

(28)  establish the obligations incumbent on registrants and self-regulatory organizations following a transaction in counterfeit, lost or stolen securities;

(29)  determine the cases and circumstances in which a dealer must participate in a contingency fund;

(30)  establish the rules and procedures that apply to the transmission of documents referred to in section 165;

(31)  establish the rules that apply to the disclosure of the control measures implemented pursuant to section 168.4;

(32)  establish the rules governing a listed market or an over-the-counter market;

(33)  establish a mechanism for consulting with an organization pursuing similar objects, concerning matters coming under the authority of this Act and of the legislation of the legislative authority having jurisdiction over such organization;

(34)  define the terms and expressions used for the purposes of the regulations made pursuant to this section.

1997, c. 36, s. 8; 2001, c. 38, s. 92; 2002, c. 45, s. 691.

331.2. Every regulation made under section 331.1 must be approved, with or without amendment, by the Minister.

The Minister may make a regulation under this section if the Commission does not do so within the time specified by the Minister.

A draft regulation shall be published in the Bulletin of the Commission, accompanied with the notice required under section 10 of the Regulations Act (chapter R-18.1).

A draft regulation may not be submitted for approval or be made before 30 days have elapsed since its publication.

The regulation comes into force on the date of its publication in the Gazette officielle du Québec or on any later date specified in the regulation. It shall also be published in the Bulletin.

Sections 4 to 8, 11 and 17 to 19 of the Regulations Act do not apply to a regulation made under section 331.1.

2001, c. 38, s. 93.

332. The Government may, by regulation,

(1)  determine the other forms of investment subject to this Act;

(2)  determine the remunerated business to which section 149 applies;

(3)  determine the policy that securities dealers and advisers must establish pursuant to section 168.1.1 or elements of that policy.

1982, c. 48, s. 332; 2001, c. 38, s. 94; 2002, c. 45, s. 692.

333. In exercising their regulatory powers, the Government, the Minister or the Commission may establish various classes of persons, securities and transactions and prescribe appropriate rules for each class.

1982, c. 48, s. 333; 1997, c. 36, s. 9; 2001, c. 38, s. 95.

334. A regulation made under this Act may confer a discretionary power on the Agency.

1982, c. 48, s. 334; 2002, c. 45, s. 693.

335. Draft regulations and regulations made under section 331 shall be published in the Bulletin of the Commission.

1982, c. 48, s. 335; 1982, c. 62, s. 143; 1984, c. 41, s. 69; 1997, c. 36, s. 10; 2001, c. 38, s. 96.

CHAPTER II TRANSITIONAL AND FINAL PROVISIONS

336. (Omitted).

1982, c. 48, s. 336.

337. Every registration made and permission granted to distribute securities or a prospectus under the Securities Act (chapter V-1) continues to have full effect notwithstanding the replacement of the said Act by this Act.

The first paragraph also applies to other decisions rendered under the said Act.

Every proceeding for an offence against the Securities Act (chapter V-1) is brought or continued in accordance with the said Act.

1982, c. 48, s. 337.

338. For the application of section 68, every issuer is deemed to have made a distribution of its securities to the public

(1)  that was authorized by the Commission, at any time from 1 May 1955 to 19 January 1983, to make a distribution of securities under a prospectus filed with the Commission;

(2)  that has filed a securities exchange take-over bid circular with the Commission, at any time from 6 July 1973 to 19 January 1983.

A société d’entraide économique resulting from the continuance of a caisse d’entraide économique by virtue of the Act respecting the Sociétés d’entraide économique (chapter S-25.1) or the Act respecting certain caisses d’entraide économique (chapter C-3.1) is also deemed to have made a distribution of securities to the public.

1982, c. 48, s. 338.

338.1. In the case of distributions made before 6 April 1983 without observing the formalities prescribed by the Act applicable at the time of the transaction, the Commission may regularize the situation of the securities so distributed if it deems that the Commission would have issued a receipt for the prospectus if it had been submitted or would have granted a prospectus exemption if it had been applied for.

1984, c. 41, s. 70.

339. (Amendment integrated into section 3 of this Act).

1982, c. 48, s. 339.

340. (Amendment integrated into c. A-24, s. 19).

1982, c. 48, s. 340.

341. (Amendment integrated into c. I-3, s. 965.1).

1982, c. 48, s. 341.

342. (Amendment integrated into c. I-3, s. 965.2).

1982, c. 48, s. 342.

343. (Amendment integrated into c. I-3, s. 965.3).

1982, c. 48, s. 343.

344. (Amendment integrated into c. I-3, s. 965.6).

1982, c. 48, s. 344.

345. (Omitted).

1982, c. 48, s. 345.

346. (Amendment integrated into c. R-22, ss. 1, 2).

1982, c. 48, s. 346.

347. (Amendment integrated into c. S-24, s. 9).

1982, c. 48, s. 347.

348. The minister appointed by the Government is responsible for the application of this Act.

1982, c. 48, s. 348.

The Minister of Finance is responsible for the application of this Act. Order in Council 556-2003 dated 29 April 2003, (2003) 135 G.O. 2 (French), 2523.

349. The appropriations voted for the application of the Securities Act (chapter V-1) are transferred to permit the application of this Act.

Supplementary appropriations for the application of this Act voted for the fiscal period 1982-1983 are taken out of the Consolidated Revenue Fund.

For subsequent periods, the moneys are taken out of the moneys granted annually by Parliament.

1982, c. 48, s. 349.

350. (Repealed).

1982, c. 48, s. 350; 1997, c. 36, s. 11.

351. On 19 January 1983, the self-regulatory organizations may continue to carry on their activities even if they do not meet the conditions prescribed in Title VI, until the Commission, with the authorization of the Government, decides to grant or deny them recognition.

1982, c. 48, s. 351; 1984, c. 41, s. 71; 1989, c. 48, s. 256.

352. The Minister shall, on or before 19 January 1988, and every five years thereafter, make a report to the Government on the implementation of this Act an on the advisability of continuing it in force and, as the case may be, of amending it.

The report must, within the following fifteen days, be tabled before the National Assembly if it is sitting or, if it is not, be filed with the President of the Assembly.

The President shall, within one year from the tabling or filing of the report, convene such committee of the Assembly as he shall designate to examine the advisability of continuing this Act in force or, as the case may be, of amending it, and to hear the opinions of interested individuals and organizations.

1982, c. 48, s. 352; 1982, c. 62, s. 143.

353. (This section ceased to have effect on 19 January 1988).

1982, c. 48, s. 353; U. K., 1982, c. 11, Sch. B, Part I, s. 33.

354. (Omitted).

1982, c. 48, s. 354.

REPEAL SCHEDULES

In accordance with section 17 of the Act respecting the consolidation of the statutes and regulations (chapter R-3), chapter 48 of the statutes of 1982, in force on 1 July 1983, is repealed, except the second paragraph of section 336 and section 354, effective from the coming into force of chapter V-1.1 of the Revised Statutes.

In accordance with section 17 of the Act respecting the consolidation of the statutes and regulations (chapter R-3), section 339 of chapter 48 of the statutes of 1982, in force on 1 January 1984, is repealed effective from the coming into force of the updating to 1 January 1984 of chapter V-1.1 of the Revised Statutes.