c-46 - Extra-Provincial Companies Act

Updated to 1 April 1999

This document has official status.

chapter C-46

Extra-Provincial Companies Act

Repealed, 1993, c. 48, s. 345.

1993, c. 48, s. 345.

1. Nothing in this act shall prevent the provisions of Division I of the Companies and Partnerships Declaration Act (chapter D-1) from applying to extra-provincial corporations.

R. S. 1964, c. 282, s. 1.

2. Extra-provincial corporations, for the purposes of this act, include all commercial corporations and joint stock companies not incorporated by or in virtue of an act of the Legislature of Québec, or of the Parliament of Canada, of the Legislature of the late Province of Lower Canada, or that of the late Province of Canada, except:

(1)  Savings companies holding a licence under the Act respecting trust companies and savings companies (chapter S-29.01) and loan and savings societies registered in accordance with the Loan and Investment Societies Act (chapter S-30);

(2)  Insurance companies, mutual benefit societies and charitable societies, the same being governed by the Act respecting insurance (chapter A-32);

(3)  Trust companies and savings companies incorporated in virtue of an Act of a province other than Québec or of a foreign country;

(4)  Corporations and companies incorporated under or in virtue of an act of a Legislature of another Province of Canada in which corporations and companies incorporated under and in virtue of the laws of Québec are authorized to do business without being obliged to take out a license therefor.

R. S. 1964, c. 282, s. 2; 1968, c. 9, s. 90; 1974, c. 70, s. 473; 1987, c. 95, s. 377, s. 402.

3. No extra-provincial corporation shall carry on business in Québec unless a license under this act has been granted to it and unless such license is in force.

No company, firm, broker, agent or other person shall, as the representative or agent of or acting in any capacity other than as traveller taking orders for any such extra-provincial corporation, carry on any of its business in Québec unless such corporation has received such license and unless such license is in force.

R. S. 1964, c. 282, s. 3.

4. The licence is granted by the Inspector General of Financial Institutions upon application by the extra-provincial corporation, provided that the corporation:

(1)  Deposits with the Inspector General a copy of its charter, articles of association or other deed constituting the corporation, certified by the officer having the custody of the original;

(2)  Establishes that it is so constituted as to carry out the obligations it may contract;

(3)  Deposits with the Inspector General a power of attorney constituting a chief agent in Québec for the purpose of receiving service in any suit or proceeding against it, and declaring where the principal office of the corporation is to be established;

(4)  Pays the fees that may be fixed for such license by the Government;

(5)  Where its corporate name does not comply with paragraph 6 of the first paragraph or is in a language other than French and where its charter, articles of association or deed of incorporation do not provide for a French version, it shall adopt, subject to the laws applicable thereto, a name other than its corporate name for the purposes contemplated in section 4.1;

(6)  Establishes that its corporate name or the French version of it mentioned in its charter, as the case may be, its articles of association or its deed of incorporation, or the name contemplated in paragraph 5 of the first paragraph, complies with the regulations of the Government, and is not reserved for a third person under the Companies Act (chapter C-38).

The Inspector General may refuse to grant a licence to or to maintain the licence of an extra-provincial corporation that does not comply with the requirements of paragraph 5 of the first paragraph or of which the corporate name, the French version of that name or the name contemplated in that paragraph does not comply with the law, the regulations applicable, made or approved by the Government or is reserved for a third person under the Companies Act.

R. S. 1964, c. 282, s. 4; 1966-67, c. 72, s. 23; 1969, c. 26, s. 71; 1975, c. 76, s. 11; 1979, c. 31, s. 45; 1981, c. 9, s. 24; 1982, c. 52, s. 167.

4.1. The name contemplated in paragraph 5 of the first paragraph of section 4 must be indicated in the licence. The extra-provincial corporation shall then identify itself and be identified in Québec under that name and its designation in that manner is as valid as its designation under its corporate name.

1979, c. 31, s. 46.

4.2. The licence issued under this act must be issued under the corporate name of the extra-provincial corporation or under the French version of that name, as the case may be, indicated in its charter, its articles of association or other deed of incorporation.

1979, c. 31, s. 46.

5. Notice of the granting of such license shall be published by the Inspector General in the Gazette officielle du Québec, and from the date of such publication such extra-provincial corporation may commence business.

R. S. 1964, c. 282, s. 5; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 168.

6. Whenever any extra-provincial corporation changes its chief agent or the location of its head office, it shall forward to the Inspector General a copy of the new power of attorney respecting the same, and notice thereof shall be given in the Gazette officielle du Québec.

R. S. 1964, c. 282, s. 6; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 168.

7. If an extra-provincial corporation licensed in virtue of this act changes its name, it shall send to the Inspector General a copy of the document establishing that such change has been legally effected, and such copy shall be certified by the officer who has charge of the original.

If any extra-provincial corporation changes the French version of its corporate name or wishes to change the name contemplated in paragraph 5 of the first paragraph of section 4, it must apply for a new licence. The new corporate name, the new French version or, as the case may be, the new name must comply with the regulations of the Government and not be reserved for a third person under the Companies Act (chapter C-38).

A new license may then be granted by the Inspector General, and notice thereof shall be given by the Inspector General in the Gazette officielle du Québec.

R. S. 1964, c. 282, s. 7; 1966-67, c. 72, s. 23; 1969, c. 26, s. 72; 1975, c. 76, s. 11; 1979, c. 31, s. 47; 1981, c. 9, s. 24; 1982, c. 52, s. 168.

8. Any extra-provincial corporation receiving a license under this act or exempted therefrom under paragraph 4 of section 2 may, subject to the limitations and conditions of the license and of the laws of Québec, and also subject to the provisions of its charter, acquire, hold, mortgage, alienate and otherwise dispose of immoveable property in Québec, to the same extent as if incorporated by letters patent issued under the Companies Act (chapter C-38), with power to carry on the business and exercise the powers embraced in the license.

R. S. 1964, c. 282, s. 8; 1969, c. 26, s. 73.

9. If an extra-provincial corporation receiving a license under this act does not observe or comply with the limitations and conditions of such license, or the regulations respecting the appointment and continuance of a representative in Québec, the Government may suspend or revoke such license wholly or in part, and may remove such suspension or cancel such revocation and restore such license.

Notice of such suspension, revocation, removal or restoration shall be given by the Inspector General in the Gazette officielle du Québec.

R. S. 1964, c. 282, s. 9; 1966-67, c. 72, s. 23; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 168.

10. The Government may, by regulation,

(a)  prescribe the forms of licences, powers of attorney, applications, notices, statements and other documents relating to applications and other procedures under this act;

(b)  establish the fees to be paid for the granting of licences and the publication of notices under this act, and fix the amount thereof;

(c)  prescribe standards, terms, conditions and requirements in respect of the corporate names of extra-provincial corporations, or of the French version of these names or of another name contemplated in paragraph 5 of the first paragraph of section 4;

(d)  generally prescribe whatever may be necessary for the carrying out of this act.

The Government may, instead of making regulations under this act, declare applicable the regulations made under sections 23 to 25 of the Companies Act (chapter C-38) with or without amendments.

R. S. 1964, c. 282, s. 10; 1979, c. 31, s. 48.

11. Any person doing business for an extra-provincial corporation which has not compiled with the requirements of this Act shall be liable to a fine of not more than $100 for each offence.

R. S. 1964, c. 282, s. 11; 1990, c. 4, s. 327.

12. (Repealed).

R. S. 1964, c. 282, s. 12; 1990, c. 4, s. 328; 1992, c. 61, s. 223.

13. A statement showing the licenses issued under this act during the preceding fiscal year, and the authorized capital of the extra-provincial corporations licensed, and the fee paid for each license, must be included in the report of activities of the Inspector General.

R. S. 1964, c. 282, s. 13; 1982, c. 52, s. 169.

14. The Inspector General of Financial Institutions is responsible for carrying out the administration of this Act.

1982, c. 52, s. 170.

15. The Minister of Finance is responsible for the administration of this Act.

1982, c. 52, s. 170.

16. (This section ceased to have effect on 17 April 1987).

1982, c. 21, s. 1; U. K., 1982, c. 11, Sch. B, Part I, s. 33.

REPEAL SCHEDULES

In accordance with section 17 of the Act respecting the consolidation of the statutes (chapter R-3), chapter 282 of the Revised Statutes, 1964, in force on 31 December 1977, is repealed effective from the coming into force of chapter C-46 of the Revised Statutes.

In accordance with section 17 of the Act respecting the consolidation of the statutes and regulations (chapter R-3), sections 4-1, 4-2 and the second paragraph of section 7 of chapter 282 of the Revised Statutes, 1964, in force on 31 December 1981, are repealed effective from the coming into force of the updating to 31 December 1981 of chapter C-46 of the Revised Statutes.