D-1 - Companies and Partnerships Declaration Act

À jour au 1^er avril 1999

Ce document a valeur officielle.

chapter D-1

Companies and Partnerships Declaration Act

Chapter D-1 is replaced by the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons (chapter P-45). (1993, c. 48, s. 111).

1993, c. 48, s. 111.

DIVISION I COMPANIES

1. (1)  Every incorporated company carrying on any labour, trade or business in Québec (except banks) shall cause to be delivered to the prothonotary of the Superior Court in each district in which it carries on or intends to carry on its operations or business, a declaration in writing to the effect hereinafter provided, made and signed by the president when its chief office or principal place of business is in Québec, or by the principal manager or chief agent in Québec when it has only branches or agencies therein.

(2)  Such declaration shall contain the corporate name of the company or, where such is the case, any name other than its corporate name mentioned in a licence issued under the Extra-Provincial Companies Act (chapter C-46) and any other name under which it may identify itself, the date and mode of its incorporation, the place where it was incorporated and the location of its principal place of business within Québec.

(3)  Such declaration shall be made according to the form prescribed by the Minister entrusted with the application of this act and shall be produced by the president, the principal manager or the chief agent of the company within fifteen days after commencing operations and business.

R. S. 1964, c. 272, s. 1; 1979, c. 31, s. 35.

2. In the case of a change in a fact that must be mentioned in the declaration contemplated in section 1, the company shall produce a new declaration within fifteen days from the change.

R. S. 1964, c. 272, s. 2; 1979, c. 31, s. 36.

3. The prothonotary shall enter each declaration in the book kept by him for the registration of declarations of partnerships.

In addition, he must enter in the indexes mentioned in section 12 every corporate name and name contemplated in section 1.

To be registered, a firm name must be in the French language.

R. S. 1964, c. 272, s. 3; 1977, c. 5, s. 217; 1979, c. 31, s. 37; 1983, c. 54, s. 34.

4. The prothonotary collects the duty fixed by the order in council passed in accordance with section 224 of the Courts of Justice Act (chapter T-16) for the registration of every declaration made under the authority of this division.

R. S. 1964, c. 272, s. 4; 1978, c. 99, s. 4.

5. A failure to make and file any declaration required by sections 1 and 2 shall render each of the incorporated companies above mentioned liable to a fine of not more than $200, and the president, principal manager or chief agent, as the case may be, to a fine of not more than $100.

R. S. 1964, c. 272, s. 5.

6. If the declaration be filed after the expiration of the fifteen days above mentioned and before any suit for a contravention of this division has been instituted, then the company making and filing such declaration, its president, principal manager or chief agent, as the case may be, shall no longer be deemed to have been in default.

An action may be taken against the company, its president, principal manager or chief agent, for contravention of this division, so long as the company continues to carry on any enterprise, trade or business without complying with this division.

Nevertheless, if the company cease to carry on any enterprise, trade or business without having complied, in due time, with this division, an action may be taken against it, its president, principal manager or chief agent, whether such persons are or are not still in office.

R. S. 1964, c. 272, s. 6; 1992, c. 61, s. 253.

7. (Repealed).

R. S. 1964, c. 272, s. 7; 1990, c. 4, s. 367.

8. (Repealed).

R. S. 1964, c. 272, s. 8; 1990, c. 4, s. 367.

DIVISION II PARTNERSHIPS AND PERSONS CARRYING ON BUSINESS UNDER A FIRM NAME

§ 1 . — Declaration to be made by Persons entering into Partnership for certain Purposes

9. (1)  The declaration to be transmitted to the prothonotary under the Civil Code by all persons associated in partnership in Québec for trading, manufacturing or mechanical purposes, or for the purpose of construction of roads, dams, bridges or other works, or for purposes of colonization, or of settlement or of land traffic, shall be signed by the several members of such partnership, and if any of the said members be absent from Québec at the time, then by the members present, in their own names and for their absent co-members, under their special authority to that effect.

(2)  Such declaration shall be according to form 2, and shall contain the name in full, calling and residence of every partner, and the name, style or firm name under which they carry on or intend to carry on such business.

(3)  It shall state the time during which the partnership has existed, and declare that the persons therein named are the only members of such partnership.

(4)  Such declaration shall be filed within fifteen days after the formation of the partnership, and a similar declaration shall be filed in like manner when and so often as any change or alteration takes place in the membership thereof, or in the name, style or firm name under which they intend to carry on business.

(5)  Such declaration shall be completed, mutatismutandis, by a company pursuing, in partnership with any other person, one of the purposes mentioned in subsection 1.

R. S. 1964, c. 272, s. 9; 1979, c. 31, s. 38.

§ 2 . — Declaration to be made by Persons making Use of a Firm Name

10. (1)  Every person who, not being associated in partnership with any other person, for the purposes mentioned in section 9, uses alone, or uses with his own name as his business style, some name or designation other than his own name alone, or uses his own name with the addition of “and company”, or some other word or phrase indicating a plurality of members under the said style, must also transmit to the prothonotary of the Superior Court of each district in which business is to be carried on, a declaration according to form 3, containing the name in full, calling and residence of such person, and the style or firm name under which he carries on or intends to carry on business, and state that no other person is associated with him.

(2)  Such declaration shall be deposited within fifteen days of the date when such style is first used, and shall mention such date.

(3)  All changes in the style mentioned in such registered declaration shall also be registered in the same manner; and so also when the person ceases carrying on business under such style or using such style so registered.

R. S. 1964, c. 272, s. 10.

11. The prothonotary shall enter such declaration in a book which he shall keep for that purpose, which book shall, at all times during office hours, be open to public inspection free of charge.

The prothonotary collects the fee fixed by the order in council passed in accordance with section 224 of the Courts of Justice Act for the registration of every declaration made under the authority of this division, and for the issuance of a copy thereof.

R. S. 1964, c. 272, s. 11; 1978, c. 99, s. 5.

12. In the case of declarations registered in conformity with section 10, two indexes, according to form 4, shall be kept by the prothonotary in which he shall enter, as soon as received, according to alphabetical and filing order: in one of such books, in the first column, the firm name mentioned in the declarations delivered to them; in the second column, the name of the person; in the third column the date of the receipt of the declaration; and, in the other index, in the first column, the name of the person; and, in the second column, the style; and, in the third column, the date of the filing of the same.

R. S. 1964, c. 272, s. 12.

§ 3 . — Forbidden Declarations

13. No declaration required by this division may be registered if a person or partnership assumes therein a name, style or firm name which designates an existing partnership or another person or which so resembles the same that the public may be led into error.

Every registration made contrary to the provisions of this section may be annulled by the Superior Court of the district upon petition, after notice given to the interested parties and to the prothonotary.

R. S. 1964, c. 272, s. 13.

§ 4 . — Penal provisions

1992, c. 61, s. 254.

14. Every member of a partnership, or person doing business under a copartnership style, failing to comply with the provisions of this division, and every married person doing business as a trader, whether alone or in partnership with others, failing to comply with the provisions of the third paragraph of article 1834 of the Civil Code, shall be liable to a fine of not more than $100.

R. S. 1964, c. 272, s. 14; 1990, c. 4, s. 368; 1992, c. 61, s. 255.

15. Any person or partnership, with the exception of a member of the Bar or a notary, or the officer authorized to collect the registration dues or fees for the declaration required under this Act, who, by means of verbal or written representations, endeavours to obtain or obtains from any corporation, commercial partnership or others a sum of money to pay the cost of the deposit or of the registration or as indemnity relating to such declaration, commits an infraction of this Act and is liable, for each infraction, to a fine not exceeding $50.

R. S. 1964, c. 272, s. 15; 1990, c. 4, s. 369.

DIVISION III LIMITED PARTNERSHIPS

16. Every declaration of a limited partnership must be signed, by the several persons forming such partnership, before a notary or an advocate, who shall certify the signature thereof. The declaration is drawn up substantially as set out in form 5.

R. S. 1964, c. 272, s. 16; 1978, c. 99, s. 6.

The replacement of section 16 of this act by section 6 of chapter 99 of the statutes of 1978 applies to limited partnerships formed after 6 March 1979. (1978, c. 99, s. 8).

It also applies to existing partnerships that are reformed after 6 March 1979. (1980, c. 11, s. 123).

17. Every declaration must be filed in the office of the prothonotary of the district in which the principal establishment of the partnership is situated.

It shall be registered by the prothonotary, and any person may examine it.

R. S. 1964, c. 272, s. 17; 1978, c. 99, s. 6.

The replacement of section 17 of this act by section 6 of chapter 99 of the statutes of 1978 applies to limited partnerships formed after 6 March 1979.(1978, c. 99, s. 8).

It also applies to existing partnerships that are reformed after 6 March 1979. (1980, c. 11, s. 123).

18. The prothonotary collects the duty fixed by and order in council passed in accordance with section 224 of the Courts of Justice Act, for the filing of every declaration of the formation of a limited partnership, and for the registration of such declaration.

R. S. 1964, c. 272, s. 18; 1978, c. 99, s. 6.

The replacement of section 18 of this act by section 6 of chapter 99 of the statutes of 1978 applies to limited partnerships formed after 6 March 1979. (1978, c. 99, s. 8).

It also applies to existing partnerships that are reformed after 6 March 1979. (1980, c. 11, s. 123).

18.1. The prothonotary shall give notice of the registration of the declaration of a limited partnership, or of its dissolution, in the Gazette officielle du Québec, in the form prescribed by the Inspector General of Financial Institutions.

The prothonotary shall also give notice in the Gazette officielle du Québec of any change in the firm name or the nature of the business of the partnership, of the change of location of its principal establishment, or of its termination date.

1978, c. 99, s. 6; 1981, c. 9, s. 24; 1982, c. 52, s. 196.

The insertion of section 18.1 in this act by section 6 of chapter 99 of the statutes of 1978 applies to limited partnerships formed after 6 March 1979 (1978, c. 99, s. 8).

It also applies to existing partnerships that are reformed after 6 March 1979. (1980, c. 11, s. 123).

DIVISION IV

Repealed, 1982, c. 17, s. 43.

1982, c. 17, s. 43.

19. (Repealed).

R. S. 1964, c. 272, s. 19; 1982, c. 17, s. 43.

DIVISION V INSPECTOR GENERAL OF FINANCIAL INSTITUTIONS

1981, c. 9, s. 24; 1982, c. 52, s. 197.

20. Every prothonotary shall send to the Inspector General of Financial Institutions, within thirty days after the end of each month, a copy of every document received under this Act.

1966-67, c. 72, s. 22; 1975, c. 76, s. 11; 1981, c. 9, s. 24; 1982, c. 52, s. 197.

DIVISION VI FORMS

1980, c. 28, s. 18.

21. The Minister responsible for the application of this act may change the form and tenor of the forms provided for in this act.

The forms so changed are published in the Gazette officielle du Québec and come into force on the date of their publication or on a later date indicated in the notice accompanying the publication.

1980, c. 28, s. 18.

DIVISION VII

This Division ceased to have effect on 17 April 1987.

22. (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.

FORMS

1

(Section 1 subs. 3)

Declaration

Province of Québec,

District of

THE—(name of company)

The (name of company) was incorporated in (name of the country, province, etc.,) by letters patent (or as the case may be) granted, (or registered, as the case may be) on the (date).

Its principal place of business in Québec is at (name of town, etc.).

In testimony whereof, this declaration in duplicate is made and signed by me, (name, address and calling), the president, (principal manager, or chief agent, as the case may be) of the said company, at (name of place) on the (date).

R. S. 1964, c. 272, form 1.

2

(Section 9 subs. 2)

Partnership Declaration

Province of Québec,

District of

We, .............. of .............. in .............., grocers (or as the case may be), hereby certify that we have carried on and intend to carry on trade and business as grocers (or as the case may be), at .............., in partnership under the firm name and style of .............. (or, as the case may be), or I (or we) the undersigned, of .............. hereby certify that I (or we) have carried on and intend to carry on trade and business as .............. at .............. in partnership with C. D., of .............. and E. F., of .............., and that the said partnership has subsisted since the .............. day of .............. 19.............., and that we (or I or we and the said C. D. and E. F.,) are and have been since the said day the only members of the said partnership.

Witness our hands, at .............., this .............. day of .............., 19..............

(Signatures)

R. S. 1964, c. 272, form 2.

3

(Section 10 subs. 1)

Declaration of Sole Trader

Province of Québec,

District of

I .............. of .............. in .............., grocer (or as the case may be) hereby certify that I have carried on since the .............. and I intend to carry on business as grocer (or as the case may be), at .............., district of .............., under the style of .............. and that no other person is associated with me.

(Signature)

R. S. 1964, c. 272, form 3.

4

(Section 12)

---------------------------------------------------------------
Alphabetical Index of Firm Names
===============================================================
FIRM               .  NAME OF THE PERSON   .  DATE OF FILING   
-------------------.-----------------------.-------------------
Abbott & Co ...... .  John Bernard ....... .  March 22nd, 1925.
                   .                       .                   
Bourgoin &         .                       . 
Lamontagne ....... .  Louis Bourgoin ..... .  March 23rd, 1925.
                   .                       .                   
Roy & Dion ....... .  Joseph Roy ......... .  March 24th, 1925.
---------------------------------------------------------------
Alphabetical Index of Surnames
---------------------------------------------------------------
NAME OF THE PERSON   .  FIRM             .  DATE OF FILING   
---------------------.-------------------.---------------------
Bernard, John ...... .  Abbott & Co .... .  March 22nd, 1925.
                     .                   .                     
                     .  Bourgoin &       .  
Bourgoin, Louis .... .  Lamontagne ..... .  March 23rd, 1925.
                     .                   .                     
Roy, Joseph ........ .  Roy & Dion ..... .  March 24th, 1925.
---------------------------------------------------------------    

R. S. 1964, c. 272, form 4.

5

(Section 16)

We, the undersigned, declare that we form a partnership under the firm name of “.............. and Company, Limited”, .............. (here indicate the nature of the business of the partnership).

The address of the principal establishment of the firm in Québec is as follows: ..............

The firm consists of .............. residing usually at .............. and of .............. residing usually at .............., as general partners; and of .............., residing usually at .............., and of .............., residing usually at .............., as special partners.

.............. (name of a special partner) has contributed a cash sum of .............. to the common stock of the partnership, and .............. (name of a special partner), a cash sum of ..............

.............. undertakes to pay into the common stock of the partnership the sum of .............., payable as follows: ..............

.............. has contributed .............. (indicate the nature of the property), having a value of .............., to the common stock.

.............. undertakes to contribute to the common stock of the partnership, on .............. 19.............., the sum of .............. (or if property, describe and indicate the value) as an additional contribution. The terms and conditions of payment of this additional contribution are as follows: ..............

The partnership commenced on .............. (specify the period) in the year .............. and will terminate on .............. (specify the period) in the year ..............

Dated .............., at ..............

Signed in my presence,

Notary or Advocate.

1978, c. 99, s. 7.

REPEAL SCHEDULES

In accordance with section 17 of the Act respecting the consolidation of the statutes (chapter R-3), chapter 272 of the Revised Statutes, 1964, in force on 31 December 1977, is repealed effective from the coming into force of chapter D-1 of the Revised Statutes.

In accordance with section 17 of the Act respecting the consolidation of the statutes and regulations (chapter R-3), the second paragraph of section 3 and subsection 5 of section 9 of chapter 272 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 D-1 of the Revised Statutes.