S-31.1 - Business Corporations Act

Section 2 Disposition versions

2011-02-14

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

“affairs” means the relationships among a corporation, its affiliates and the shareholders, directors and officers of the corporation and its affiliates but does not include the business carried on by the corporation or its affiliates;

“affiliates” means legal persons one of whom is a subsidiary of the other, or legal persons who are controlled by the same person;

“beneficiary” means a person, except a securities intermediary within the meaning of that expression in the Act respecting the transfer of securities and the establishment of security entitlements (chapter T-11.002), who is the holder of a security entitlement issued by a corporation, or any other person who has rights in a security that is registered in a corporation’s securities register in the name of another person, such as an administrator of the property of others or a mandatary;

“court” means the Superior Court of Québec;

“enterprise register” means the enterprise register referred to in Chapter II of the Act respecting the legal publicity of enterprises (chapter P-44.1);

“group” means any legal person, any group of persons or any group of properties, including an organization, joint venture or trust;

“officer” means the president, chief executive officer, chief operating officer, chief financial officer or secretary of a corporation or a person holding a similar position, or any person designated as an officer of the corporation by a resolution of the board of directors;

“parent legal person” means a legal person who controls one or more other legal persons;

“participation” means any title conferring rights in a legal person;

“redeemable share” means a share issued by a corporation that the corporation may redeem on the demand of the corporation at the price determined in or in accordance with its articles or that the corporation is required by its articles to redeem, on a specified or specifiable date or on the demand of a shareholder, at the price so determined;

“reporting issuer” means a reporting issuer within the meaning of that expression in the Securities Act (chapter V-1.1);

“resolution” or “ordinary resolution” means a resolution that requires a majority of the votes cast at a shareholders meeting by the shareholders entitled to vote on the resolution, or a resolution that requires the signature of all such shareholders;

“security” means a share and, in the case of a reporting issuer, a debenture, bond or note that is dealt in or traded on a securities exchange or financial market;

“shareholder” means a shareholder who is registered in the securities register of a corporation, and includes a shareholder’s representative;

“special resolution” means a resolution that requires at least two thirds of the votes cast at a shareholders meeting by the shareholders entitled to vote on the resolution, or a resolution that requires the signature of all such shareholders;

“subsidiary” means a legal person controlled by another legal person or by legal persons controlled by that other legal person; a subsidiary of a subsidiary of another legal person is deemed to be a subsidiary of that other legal person; and

“to control” a legal person means to hold shares to which sufficient votes are attached to elect a majority of the legal person’s directors.

In addition, for the purposes of this Act, an associate of a person is

(1)  the person’s spouse, children and relatives, and the children and relatives of the person’s spouse;

(2)  a partner of the person;

(3)  a succession or trust in which the person has a substantial interest similar to that of a beneficiary or in respect of which the person serves as liquidator, trustee or other administrator of the property of others, mandatary or depositary; or

(4)  a legal person of whom the person owns securities making up more than 10% of a class of shares carrying voting rights at any shareholders meeting or the right to receive any declared dividend or a share of the remaining property of the legal person in the event of liquidation.

2009, c. 52, s. 2; 2010, c. 7, s. 282; 2010, c. 40, s. 59, s. 92.