I-16.0.1 - Act respecting Investissement Québec

À jour au 1^er avril 2021

Ce document a valeur officielle.

chapter I-16.0.1

Act respecting Investissement Québec

CHAPTER I CONSTITUTION

1. A joint stock company to be known as “Investissement Québec” is constituted.

The Company is a mandatary of the State.

2010, c. 37, s. 1.

2. The property of the Company forms part of the domain of the State, but the execution of the obligations of the Company may be levied against its property.

The Company binds none but itself when it acts in its own name, except when it administers a program or carries out a mandate referred to in Division III of Chapter II.

2010, c. 37, s. 2.

3. The head office of the Company is located in the territory of Ville de Québec; the Company may, however, move its head office to any other place with the approval of the Government.

Notice of the location of the head office is published in the Gazette officielle du Québec.

2010, c. 37, s. 3.

CHAPTER II MISSION AND ACTIVITIES

DIVISION I MISSION

4. The priority mission of the Company, as regards its own activities and the administration of programs or the carrying out of other mandates given to it by the Government or the Minister, is to actively participate in Québec’s economic development in accordance with the Government’s general policies in that area. The goals of the Company are to stimulate innovation in enterprises, entrepreneurship and acquisition entrepreneurship as well as the growth of investments and exports, and to promote, in particular, high-value-added jobs in all regions of Québec.

To carry out its mission, the Company supports the creation and development of enterprises of all sizes through consulting services for entrepreneurs and other support measures, including technology-based measures, and through adapted financial solutions and investments. In doing so, the Company tries to complement its partners’ offerings.

In addition, the mission of the Company includes providing the Minister with the necessary support, in Québec, elsewhere in Canada and abroad, in implementing the policies, development strategies and programs he or she establishes and the other measures he or she takes, in particular as regards trade and foreign investment prospecting.

2010, c. 37, s. 4; 2019, c. 29, s. 2.

4.1. The Company carries out its mission in keeping with the principle of sustainable development by promoting respect for the environment and the achievement of the Government’s objectives as regards the electrification of the economy and the fight against climate change.

2019, c. 29, s. 2.

5. In pursuing its mission, the Company

(0.1)  provides products and services to support entrepreneurs according to the stage of development of their enterprise;

(1)  provides financial services for the purpose of establishing, in the various sectors of the economy, a full financing chain to ensure financing for enterprises according to their stage of development;

(2)  administers any financial assistance programs developed by the Government under this Act or designated by the Government; and

(3)  carries out any mandate it is given by this Act or the Government.

2010, c. 37, s. 5; 2015, c. 8, s. 25; 2019, c. 29, s. 3.

5.1. The Company offers its products and services to for-profit enterprises as well as cooperatives and other social economy enterprises; it may also offer them, if it considers it appropriate to do so, to other groups of persons or of assets whose objects fall within the mission of the Company.

2019, c. 29, s. 4.

5.2. The Company sets up an office in every administrative region of Québec in which, in addition to its own products and services, it offers products and services developed at the request and with the financing of municipalities and other local or regional authorities. It may, given the specific characteristics of a region, establish more than one such office in that region.

The Company may agree to share premises with a minister or government body exercising activities complementary to its own.

2019, c. 29, s. 4.

5.3. The Company establishes a development committee in each of the administrative regions in which it sets up an office. If more than one office is set up in a single region, the Company may establish more than one committee. Each development committee is composed of at least five members, a majority of whom are from the personnel of the Company and of the Ministère de l’Économie et de l’Innovation and from the region’s business and economic development sector.

The development committees, which play an advisory role, must promote the development of projects that are likely to increase their region’s economic development. They are also responsible for examining, in accordance with the Company’s by-laws, the projects submitted to them, for selecting those that, in their opinion, are most likely to promote such development and for recommending to the Company that it make the loan or acquire the participation they consider necessary to support the projects thus selected.

A majority of the members in office constitutes a quorum at any meeting of a committee. A committee member who has an interest in a project which could cause his or her personal interest to conflict with the obligations of his or her office may not participate in the committee’s deliberations on the project.

Committee members may not disclose anything revealed to or learned by them in the exercise of their functions.

2019, c. 29, s. 4.

6. The Company may establish any subsidiary whose object is limited to exercising activities the Company itself can exercise. The same applies to a subsidiary.

The subsidiary has the same powers as the Company in exercising its activities, unless its constituting act withdraws or restricts those powers. The subsidiary exercises its activities in accordance with the provisions of this Act that apply to it.

The establishment of a subsidiary by the Company or one of its subsidiaries must be authorized by the Government, on the conditions it determines, except if the purpose of the subsidiary is a special investment or financing.

2010, c. 37, s. 6.

7. For the purposes of this Act, a legal person or a partnership controlled by the Company is a subsidiary of the Company.

A legal person is controlled by the Company when the Company holds, directly or through legal persons the Company controls, more than 50% of the voting rights attached to the equity securities of the legal person or is in a position to elect a majority of its directors.

A limited partnership is controlled by the Company when the Company or a legal person the Company controls is the general partner of the partnership; any other partnership is controlled by the Company when the Company holds, directly or through legal persons the Company controls, more than 50% of the equity securities.

2010, c. 37, s. 7.

8. The Company and its subsidiaries may not, without the Government’s authorization, by themselves or jointly in groups of two or more, acquire control of a legal person or a partnership.

The Company and its subsidiaries may not, without the Minister’s authorization, acquire, by themselves or jointly in groups of two or more, more than 30% of the equity securities of a partnership or equity securities of a legal person carrying more than 30% of the voting rights.

The first and second paragraphs do not apply when the acquisition of control or the acquisition of equity securities results from the establishment of a subsidiary. Nor does the second paragraph apply to the acquisition of equity securities valued at less than $10,000,000.

The Government or, as the case may be, the Minister may subject the authorization to conditions.

2010, c. 37, s. 8.

DIVISION I.1 CONSULTING SERVICES, PROJECT MANAGERS AND OTHER SUPPORT MEASURES

2019, c. 29, s. 5.

8.1. In order to provide entrepreneurs with support to simplify the carrying out of their investment projects or business development projects, the Company determines the range of measures it will offer to meet their needs according to the stage of development of their enterprise.

The following measures must be included:

(1)  strategic advice;

(2)  guidance services and referrals to available resources;

(3)  project management services to assist entrepreneurs in their dealings with government departments and bodies; and

(4)  standardization and certification.

The range of measures offered must also include technological support for

(1)  designing, developing, testing or operating equipment, products or processes, and for gathering and disseminating technological and industrial information and data;

(2)  helping enterprises implement new technological means, including by enabling them to conduct digital audits or other forms of technological audits; and

(3)  helping enterprises commercialize new processes or other technological innovations.

2019, c. 29, s. 5.

8.2. The Company maintains an administrative unit referred to as the “Bureau de normalisation du Québec” to offer its range of services relating to standardization and certification.

In addition, the Bureau de normalisation du Québec must carry out any standardization- or certification-related mandate given to it by an Act or a regulation.

2019, c. 29, s. 5.

8.3. In addition to the enterprises and groups referred to in section 5.1, the Company may offer its products and services relating to technological support and to standardization and certification to clients of any kind.

2019, c. 29, s. 5.

8.4. If an enterprise to which the Company provides products or services expresses the intention to exercise an activity for which it could avail itself of measures administered by a minister or that requires compliance with standards whose application falls under a minister’s responsibility, the Company must refer the enterprise to the minister concerned.

Unless the enterprise objects, the Company must share with the minister concerned the information that it holds in relation to the enterprise and that is useful in helping the enterprise avail itself of those measures or comply with those standards.

The minister concerned processes the requests from enterprises thus referred to him or her and shares with the Company the information that will allow it to improve the products and services it offers to enterprises.

2019, c. 29, s. 5.

8.5. Section 65.1 of the Act respecting Access to documents held by public bodies and the Protection of personal information (chapter A-2.1), except its fourth paragraph, applies, with the necessary modifications, to any information relating to an enterprise that is shared by the Company under section 8.4, as if the information were personal information.

2019, c. 29, s. 5.

DIVISION I.2 RESSOURCES QUÉBEC

2019, c. 29, s. 5.

8.6. In addition to the other activities it may exercise in pursuing its mission, the Company must

(1)  offer financial services and support services to enterprises wishing to develop projects offering an attractive return potential, or large-scale structuring projects that are profitable for Québec, in the fields of natural resource exploration, development or processing or of energy production, storage, transmission or distribution; and

(2)  harness the human and financial resources at its disposal to promote investment prospecting, business development and investment in the form of participations or debt obligations in the natural resources and energy sectors.

The Company exercises those activities under the name “Ressources Québec”.

2019, c. 29, s. 5.

DIVISION II FINANCIAL SERVICES

9. The Company determines the range of financial services it will offer enterprises.

The following financial services must be included:

(1)  loans and suretyships;

(2)  investment; and

(3)  technical services, in particular in the field of financial analysis, credit arrangement and portfolio management.

The services offered by the Company may include any other financial service, in accordance with the policy directions provided for in its strategic plan.

2010, c. 37, s. 9.

10. In establishing what financial services it offers, the Company tries to complement the services offered by other public bodies, financial institutions in the private sector and other partners so that a full financing chain may be established in the various sectors of the economy to ensure financing for enterprises according to their stage of development.

The Company offers enterprises seed capital and development capital, among other things.

2010, c. 37, s. 10; 2019, c. 29, s. 6.

11. (Repealed).

2010, c. 37, s. 11; 2019, c. 29, s. 7.

12. The Company may

(1)  acquire equity securities issued by a legal person or a partnership;

(2)  acquire any other securities; and

(3)  acquire a right of ownership in the assets of an enterprise.

The Company may not invest more than 2.5% of the net value of its assets without the Government’s authorization.

The acquisition of a right of ownership of more than 30% of the net value of the assets of an enterprise must be authorized by the Minister; when that right applies to more than 50% of the net value of the assets of the enterprise, the acquisition must be authorized by the Government.

The Government or, as the case may be, the Minister may subject the authorization to conditions.

The third paragraph does not apply if the acquisition of a right of ownership in the assets of an enterprise results from the acquisition of equity securities of a partnership, if that acquisition is authorized under section 8 or if such an authorization is not required under that section.

2010, c. 37, s. 12.

12.1. Subject to the second paragraph of section 12, government authorization is also required for any provision of financial services in the natural resources and energy sectors by the Company or its subsidiaries that causes the total of the sums paid for those services out of the assets of the Company or one of its subsidiaries and those debited from the Natural Resources and Energy Capital Fund or, if applicable, the Economic Development Fund, to exceed the limit determined by the Government.

2015, c. 8, s. 26; 2016, c. 35, s. 23; 2019, c. 29, s. 8.

13. The board of directors of the Company must adopt an investment policy that establishes

(1)  return on investment targets and economic development targets;

(2)  risk tolerance limits; and

(3)  qualifying assets.

The economic development targets must be consistent with the Company’s mission.

2010, c. 37, s. 13; 2019, c. 29, s. 9.

14. The Company makes its investments, under normal conditions of profitability, with due regard for its mission and the economic spinoffs expected, among other things, and in complementarity with its partners, while seeking a long-term average return on its equity that is at least equivalent to the Government’s borrowing rate.

2010, c. 37, s. 14; 2019, c. 29, s. 10.

15. The Company may invest in any group of persons or assets whose object is to finance enterprises, whatever its legal form, grant loans to the group, and guarantee the payment of the principal and interest of its loans and the performance of its other obligations.

2010, c. 37, s. 15.

16. The Company may make a financial service dependent on the conditions or on compliance with the contractual obligations it determines.

The Company may also require a surety or financial compensation for the risk associated with a financial service.

2010, c. 37, s. 16.

17. If an enterprise fails to comply with the conditions on which the Company’s financial service is granted or to fulfil its obligations towards the Company, the Company may either suspend the financial service or terminate it.

For the same reasons, the Company may increase or reduce its obligations towards the enterprise, change the terms of those obligations, or take any other step it considers necessary to preserve its rights.

2010, c. 37, s. 17.

DIVISION III PROGRAMS, OTHER MANDATES AND SPECIAL FUNDS

2015, c. 8, s. 27.

§ 1 . — Programs and other mandates

18. The Company must administer the financial assistance programs developed by the Government, as well as any other financial assistance program the Government may indicate.

2010, c. 37, s. 18.

19. When the Government gives it the mandate to do so, the Company must

(1)  grant and administer any one-time financial assistance the Government determines for the realization of projects that are of major economic significance for Québec; and

(2)  provide the Minister with the support he or she considers necessary to implement the policies, development strategies, assistance programs and other measures the Minister develops.

The mandate provided for in subparagraph 2 of the first paragraph determines the respective functions and responsibilities of the Company and the Minister as well as the measures to ensure the coordination of their activities.

2010, c. 37, s. 19; 2019, c. 29, s. 11.

20. The Company must advise the Minister on any matter the latter submits to it in connection with its mission.

2010, c. 37, s. 20; 2019, c. 29, s. 12.

20.1. The Company, in accordance with the mandate given to it by the Government, ensures the conduct of investment prospecting outside Québec, in Canada or abroad, assists enterprises in developing their markets there and carries out strategic interventions in accordance with the deployment plan devised under section 12 of the Act respecting the Ministère de l’Économie et de l’Innovation (chapter M-14.1).

The Company carries out that mandate under the name “Investissement Québec International”.

The Company may not set up offices abroad or fill a position there without having obtained the authorization of the Minister of International Relations.

2019, c. 29, s. 13.

20.2. A coordination committee is responsible for advising the president and chief executive officer on the implementation of the deployment plan devised under section 12 of the Act respecting the Ministère de l’Économie et de l’Innovation (chapter M-14.1).

2019, c. 29, s. 13.

20.3. The coordination committee is composed of at least five members, including

(1)  one member representing the Ministère de l’Économie et de l’Innovation;

(2)  one member representing the Ministère des Relations internationales; and

(3)  one member representing the Company.

The committee members, other than those mentioned in subparagraphs 1 to 3 of the first paragraph, must have expertise that is relevant to the mandate in progress.

The Minister appoints the committee members, except the member representing the Ministère des Relations internationales, who is appointed by the Minister of International Relations.

2019, c. 29, s. 13.

20.4. The Minister designates the chair of the coordination committee from among the members who represent the Ministère de l’Économie et de l’Innovation. The committee chair presides at meetings and sees to the proper operation of the committee. In the case of a tie vote, the chair has a casting vote.

The committee chair is answerable to the Minister for the operation of the committee.

2019, c. 29, s. 13.

20.5. The Company must inform the delegates general, the delegates and the persons in charge of any other form of Québec representation abroad as well as the other members concerned among the personnel of the Ministère des Relations internationales of its actions and activities relating to the implementation abroad of the deployment plan devised under section 12 of the Act respecting the Ministère de l’Économie et de l’Innovation (chapter M-14.1).

The Company must participate in the liaison committee established under section 18.1 of the Act respecting the Ministère des Relations internationales (chapter M-25.1.1).

2019, c. 29, s. 13.

21. The Company must carry out any other mandate given to it by the Minister or the Government.

Except for the purposes of section 23, a mandate given by the Minister is considered to be a mandate given to the Company by the Government. The following are also considered to be mandates given by the Government:

(1)  the administration, by the Company, of the sectoral parameters set out in Schedule A to the Act respecting the sectoral parameters of certain fiscal measures (chapter P-5.1);

(2)  (paragraph repealed);

(3)  the standardization and certification services provided by the Bureau de normalisation du Québec under the first paragraph of section 8.2; and

(4)  the range of technological support products and services offered by the Company where the clientele concerned is not formed of enterprises or groups mentioned in section 5.1.

2010, c. 37, s. 21; 2012, c. 1, s. 69; 2016, c. 35, s. 1; 2019, c. 29, s. 14; 2020, c. 19, s. 59.

21.1. The Minister may not, in a fiscal year, give the Company a mandate if the sums necessary for the carrying out, in that fiscal year, of all the other mandates the Minister has given the Company exceed the amount determined by the Government.

The Government determines the terms according to which the Minister may give the Company such a mandate. The Government may not, however, exempt such a mandate from the application of sections 8 and 12, under which the Government’s authorization is required.

A notice setting out the content of the mandate is published in the Gazette officielle du Québec and section 11.1 of the Executive Power Act (chapter E-18) applies to such a notice as if it were an order and the Minister were substituted for the Government.

2019, c. 29, s. 15.

22. When administering a financial assistance program or carrying out a mandate given to it by the Government, the Company has, in addition to the powers conferred on it under this division, the powers conferred on it by this Act to provide financial services, unless the Government restricts or withdraws those powers.

However, when carrying out a mandate given to it by the Government, the Company may not change the amount of financial assistance determined by the Government or the terms of the assistance, if the costs borne by the Government would increase as a result.

2010, c. 37, s. 22.

22.1. The Government may, in a program, reserve to the Minister and the Minister of Finance the power to authorize the Company to grant financial assistance.

The Government may also provide for the creation of a committee responsible for advising the ministers on the granting of any financial assistance that is subject to their authorization.

The Government determines, in the program, the conditions under which financial assistance is not subject to the authorization of the Minister and the Minister of Finance.

2011, c. 18, Sch. I, s. 11.

23. The Government is responsible for the financial assistance programs administered by the Company, for the financial assistance granted by the Company in carrying out its mandate, for the other mandates it gives the Company, and for the revenues and losses of the Economic Development Fund. Likewise, the Minister is responsible for the mandates he or she gives the Company and for the revenues and losses of the Economic Development Fund that are attributable to those mandates.

The Company answers to the Government or, as the case may be, to the Minister, however, for the administration of these programs and for the mandates the Government or the Minister gives it to carry out.

The Company is required to comply with the Minister’s directives in administering the financial assistance programs and carrying out the mandates given to it by the Government or, as the case may be, by the Minister.

The Company keeps a detailed register of the directives it receives under this section during a fiscal year; the register is made public when the Company’s report of its activities for that year is laid before the National Assembly.

2010, c. 37, s. 23; 2019, c. 29, s. 16.

24. The Company provides the Minister with any information relating to the administration of the financial assistance programs and the carrying out of the mandates given to it by the Government, according to the form, content and timetable determined by the Minister.

2010, c. 37, s. 24.

24.1. The Government may delegate to the Minister, to the extent determined by the Government, some or all of the powers conferred upon it by this subdivision.

2013, c. 16, s. 198.

§ 2 . — Economic Development Fund

25. The Economic Development Fund is established within the Ministère de l’Économie et de l’Innovation.

The Fund is to be dedicated to administering and paying any financial assistance provided under a program developed or designated by the Government and any financial assistance granted by the Company in carrying out a mandate it is given by the Government, and to carrying out any other mandate the Government gives the Company.

2010, c. 37, s. 25; 2019, c. 29, s. 17.

26. The following are credited to the Fund:

(1)  the revenues and other sums collected by the Company under the financial assistance programs developed or designated by the Government or in carrying out a mandate it is given by the Government;

(2)  the sums transferred to the Fund by a minister out of the appropriations allocated for that purpose by Parliament;

(3)  the sums transferred to the Fund by the Minister of Finance under sections 53 and 54 of the Financial Administration Act (chapter A-6.001);

(3.1)  the sums paid by the Société du Plan Nord under an agreement providing for their allocation, in accordance with section 21 of the Act respecting the Société du Plan Nord (chapter S-16.011);

(4)  the gifts, legacies and other contributions paid into the Fund to further the achievement of its objects;

(5)  the value of the securities and other assets acquired with the sums credited to the Fund; and

(6)  the revenues generated by the assets credited to the Fund.

2010, c. 37, s. 26; 2011, c. 18, Sch. I, s. 12, s. 18; 2011, c. 18, Sch. I, s. 12; 2011, c. 18, s. 153; 2013, c. 16, s. 137; 2014, c. 16, s. 77.

27. The Government, on the recommendation of the Minister and the Minister of Finance, sets the remuneration it considers reasonable to grant the Company for the administration by the Company of the financial assistance programs the Government develops or designates under this Act, and for the carrying out by the Company of the mandates given to it by the Government, except a mandate referred to in the third paragraph of section 21.

For the purpose of setting that remuneration, the Company sends the Minister, on the date the Minister determines, a report showing, among other things, the amount corresponding to the sums it has allocated to the administration of those financial assistance programs and the carrying out of those mandates. An auditor’s report on the truth and accuracy of the sums so allocated must be attached to the Company’s report. The Company sends a reproduction of the reports, on the same date, to the Minister of Finance.

When setting the Company’s remuneration, the Government takes into account the revenue from the investment of the sums paid to the Company or to one of its subsidiaries under the Québec Immigration Regulation (chapter I-0.2.1, r. 3).

The Government determines, in the same manner, the other sums allocated to the administration of those financial assistance programs and the carrying out of those mandates that may be debited from the Fund by the Company.

The Government may set the conditions on which that remuneration and those sums may be debited from the Fund. The Minister then ensures compliance with the conditions set by the Government.

The Company debits that remuneration from the Fund.

2010, c. 37, s. 27; 2011, c. 18, s. 154; 2019, c. 29, s. 18; I.N. 2021-04-01.

28. The Company may debit from the Fund the sums needed to pay the financial assistance provided under a program developed or designated by the Government or the sums needed to pay the financial assistance granted by the Company in carrying out a mandate the Government gives it.

2010, c. 37, s. 28; 2011, c. 18, s. 155.

29. (Repealed).

2010, c. 37, s. 29; 2011, c. 18, s. 156.

30. (Repealed).

2010, c. 37, s. 30; 2011, c. 18, s. 156.

31. Despite paragraph 5 of section 4 of the Act respecting the Ministère des Finances (chapter M-24.01), the management of the sums credited to the Fund is entrusted to the Company.

The Company has the powers provided by sections 79 and 80 of the Financial Administration Act (chapter A-6.001) necessary for the sound and efficient management of the Fund.

2010, c. 37, s. 31; 2011, c. 18, s. 157.

32. Any surplus accumulated by the Fund is transferred to the general fund on the dates and to the extent determined by the Government.

2010, c. 37, s. 32; 2011, c. 18, s. 158.

33. (Repealed).

2010, c. 37, s. 33; 2011, c. 18, s. 159.

34. The books and accounts of the Fund are audited every year by the Auditor General.

2010, c. 37, s. 34; 2011, c. 18, s. 160.

35. (Repealed).

2010, c. 37, s. 35; 2011, c. 18, s. 161.

§ 3 . — Natural Resources and Energy Capital Fund

2015, c. 8, s. 28; 2019, c. 29, s. 19.

35.1. The Natural Resources and Energy Capital Fund is established within the Ministère de l’Économie et de l’Innovation.

The purpose of the Fund is to expand and grow the sums credited to it through investments in participations in enterprises whose principal activity is

(1)  the development or processing, in Québec, of natural resources, provided that, as concerns processing, a portion of those resources was first developed in Québec;

(2)  the production, storage, transmission and distribution of fuels that, as substitutes for other fuels, including fossil fuels, allow carbon intensity to be reduced;

(3)  the production, storage, transmission and distribution of renewable energy or of fossil fuel substitutes, provided that, in the latter case, such substitutes allow greenhouse gas emissions to be reduced or contribute to the clean energy or hydrogen supply in Québec; or

(4)  the development, commercialization or implementation of technologies that promote energy transition, innovation or effectiveness, reduce fugitive emissions or make the activities referred to in subparagraph 3 possible.

2015, c. 8, s. 28; 2016, c. 35, s. 23; 2019, c. 29, s. 20.

35.2. For the purposes of this subdivision,

(1)  a participation includes the acquisition of a right of ownership in the assets of an enterprise, but excludes claims that can be converted into participations;

(2)  if a natural resource is a mineral substance or petroleum, the mining of the former or production of the latter includes conducting work to prove the existence of economically workable mineral substances or petroleum with a view to beginning mining or production operations;

(3)  (paragraph repealed).

2015, c. 8, s. 28; 2016, c. 35, s. 23; 2019, c. 29, s. 21.

35.3. The following are credited to the Fund:

(1)  the advance transferred to the Fund by the Minister of Finance under section 35.4;

(2)  the sums transferred to the Fund by a minister out of the appropriations granted for that purpose by Parliament;

(2.1)  the sums transferred to the Fund by the Minister of Finance under section 54 of the Financial Administration Act (chapter A-6.001);

(3)  the gifts, legacies and other contributions paid into the Fund to further the achievement of its objects;

(4)  the income and growth resulting from the investment of the sums credited to the Fund; and

(5)  the other revenues generated by the sums credited to the Fund.

2015, c. 8, s. 28; 2019, c. 29, s. 22.

35.4. The Minister of Finance transfers to the Fund, out of the sums credited to the general fund and to the extent and on the dates determined by the Government, an advance of $1,000,000,000.

The advance does not bear interest and its term, which may exceed 10 years, is determined by the Government.

2015, c. 8, s. 28; 2019, c. 29, s. 23.

35.5. By the time the advance provided for in section 35.4 has been entirely transferred to the Fund, at least $500,000,000 must have been invested in participations in enterprises that develop or process natural resources situated in the area covered by the Northern Plan, defined by section 1 of the Act to establish the Northern Plan Fund (chapter F-3.2.1.1.1), or in enterprises whose principal activity is carried on in that area and is described in subparagraphs 2 to 4 of the second paragraph of section 35.1.

2015, c. 8, s. 28; 2016, c. 35, s. 23; 2019, c. 29, s. 24.

35.6. The mandate of the Company is to propose and analyze projects for the investment of sums credited to the Fund, invest those sums if so authorized under section 35.7, and ensure the management of those investments.

The first and second paragraphs of section 23 apply, with the necessary modifications, to this mandate and the Fund.

2015, c. 8, s. 28; 2019, c. 29, s. 25.

35.7. Each proposed investment of sums credited to the Fund is subject to authorization by the Minister and to a favourable opinion from the Minister of Natural Resources and Wildlife, the Minister of Finance and any other Minister designated by the Government, acting in concert on the recommendation of each of their respective departments.

In addition to the opinions referred to in the first paragraph, an investment project in an enterprise whose activities fall within the mission of another minister must be the object of a favourable opinion from the latter, on the recommendation of the government department under the latter’s responsibility.

Apart from the proposed investment of such sums referred to in section 12.1, a proposed investment that would result in an acquisition of control or cause the sums taken out of the Fund and invested in the same enterprise or in affiliated enterprises to exceed $50,000,000 may not be authorized by that minister and requires the authorization of the Government.

For the purposes of this subdivision, an enterprise is affiliated with another if one is the subsidiary of the other or if both are controlled by the same person. The definitions of the terms “subsidiary” and “control” in section 7 apply, with the necessary modifications.

2015, c. 8, s. 28; 2019, c. 29, s. 26.

35.8. The ministers mentioned in the first paragraph of section 35.7, acting in concert on the recommendation of each of their respective departments, develop a policy and directives applicable to the investment of sums credited to the Fund.

The investment policy is subject to government approval; the Company must comply with the policy and the other directives issued to it.

2015, c. 8, s. 28.

35.9. The Government may request the Company to invest sums credited to the Fund without the Company having proposed the investment.

This also applies to the Ministers mentioned in the first paragraph of section 35.7 acting in concert on the recommendation of their respective departments. However, they may not request the Company to make an investment requiring government authorization.

The Company draws up a list, for each of its fiscal years, of the investments it has made in compliance with a request that was not published in the Gazette officielle du Québec and whose publication was not deferred under section 11.1 of the Executive Power Act (chapter E-18); the Company makes the list public when its activity report for the fiscal year is tabled in the National Assembly.

2015, c. 8, s. 28.

35.10. The Government may place the conditions it determines on any proposed investment it authorizes or any investment it requests.

This also applies to the Ministers mentioned in the first paragraph of section 35.7.

2015, c. 8, s. 28.

35.11. The Government, on the recommendation of the Minister and the Minister of Finance, sets the remuneration it considers reasonable to grant the Company for the carrying out of the mandate under section 35.6.

For the purpose of setting that remuneration, the Company sends the Minister, on the date the Minister determines, a report showing, among other things, the amount corresponding to the sums it has allocated for the carrying out of that mandate. An auditor’s report on the truth and accuracy of the sums so allocated must be attached to the Company’s report. The Company sends a reproduction of the reports, on the same date, to the Minister of Finance.

2015, c. 8, s. 28; 2019, c. 29, s. 27.

35.12. The following are debited from the Fund:

(1)  the sums required to acquire a participation; and

(2)  the remuneration set under section 35.11.

The remuneration debited from the Fund for a fiscal year may not exceed the net revenues credited to the Fund before that remuneration for that fiscal year. The portion of the remuneration that exceeds the net revenues must be debited from the Economic Development Fund.

2015, c. 8, s. 28.

35.13. The Company and its subsidiaries may not, out of their assets, alone or jointly in groups of two or more, provide a financial service to an enterprise whose principal activity is described in the second paragraph of section 35.1 without presenting to that enterprise the possibility of an investment of sums taken out of the Fund that could be substituted for some or all of that provision of a financial service.

If warranted by the interest expressed by the enterprise, the Company analyzes the proposed investment and proposes it to the ministers mentioned in the first paragraph of section 35.7.

2015, c. 8, s. 28; 2016, c. 35, s. 23; 2019, c. 29, s. 28.

35.14. The Minister is responsible for the Fund.

2015, c. 8, s. 28.

35.15. The Government may determine the dates on which and the extent to which the surplus accumulated by the Fund is transferred to the general fund.

2015, c. 8, s. 28.

35.16. The books and accounts of the Fund are audited by the Auditor General every year.

2015, c. 8, s. 28.

35.17. Section 31 applies, with the necessary modifications, to the Fund.

Sections 15, 53 and 55 of the Financial Administration Act (chapter A-6.001) do not apply.

2015, c. 8, s. 28; 2019, c. 29, s. 29.

§ 4 . — Québec Enterprise Growth Fund

2019, c. 29, s. 30.

35.18. The Québec Enterprise Growth Fund is established within the Ministère de l’Économie et de l’Innovation.

The purpose of the Fund is to expand and grow the sums credited to it by supporting enterprises whose principal activities are carried on in Québec and that have a high growth potential or are strategic to Québec’s economy, by investing in participations in those enterprises or in funds of any juridical form pursuing the same object, other than a special fund within the meaning of section 5.1 of the Financial Administration Act (chapter A-6.001).

A participation includes the acquisition of a right of ownership in assets but excludes claims that can be converted into participations.

2019, c. 29, s. 30.

35.19. An investment of sums credited to the Fund in an enterprise or in another fund is possible only if it is greater than $5,000,000.

2019, c. 29, s. 30.

35.20. The following are credited to the Fund:

(1)  the advance transferred to the Fund by the Minister of Finance under section 35.21;

(2)  the sums transferred to the Fund by a minister out of the appropriations granted for that purpose by Parliament;

(3)  the sums transferred to the Fund by the Minister of Finance under section 54 of the Financial Administration Act (chapter A-6.001);

(4)  the gifts, legacies and other contributions paid into the Fund to further the achievement of its objects;

(5)  the income and growth resulting from the investment of the sums credited to the Fund; and

(6)  the other revenues generated by the sums credited to the Fund.

2019, c. 29, s. 30.

35.21. The Minister of Finance transfers to the Fund, out of the sums credited to the general fund and to the extent and on the dates determined by the Government, an advance of $1,000,000,000.

The advance does not bear interest and its term, which may exceed 10 years, is determined by the Government.

2019, c. 29, s. 30.

35.22. Each proposed investment of sums credited to the Fund is subject to authorization by the Minister and to a favourable opinion from the Minister of Finance, acting on the recommendation of the Ministère des Finances.

Apart from the proposed investment of such sums referred to in section 12.1, a proposed investment that would result in an acquisition of control or cause the sums taken out of the Fund and invested in the same enterprise or in affiliated enterprises to exceed $50,000,000 may not be authorized by that Minister and requires the authorization of the Government.

2019, c. 29, s. 30.

35.23. Section 35.6, the fourth paragraph of section 35.7 and sections 35.8 to 35.17 apply to the Fund, with the necessary modifications.

For the purpose of applying those sections to the Fund, the reference to section 35.7 in sections 35.6, 35.8 to 35.10 and 35.13 is replaced by a reference to section 35.22.

2019, c. 29, s. 30.

CHAPTER III ORGANIZATION AND OPERATION

36. The Company is administered by a board of directors consisting of 15 members, including the chair, the president and chief executive officer and the Deputy Minister of Economy and Innovation, who is a member of the board by virtue of office.

2010, c. 37, s. 36; 2019, c. 29, s. 31.

37. The Government appoints the members of the board of directors, other than the chair, the president and chief executive officer and the Deputy Minister of Economy and Innovation, based on the expertise and experience profiles approved by the board.

Board members are appointed for a term of up to four years.

2010, c. 37, s. 37; 2019, c. 29, s. 32.

38. The Government appoints the chair of the board of directors for a term of up to five years.

2010, c. 37, s. 38.

39. On the expiry of their term, the members of the board of directors remain in office until replaced or reappointed.

2010, c. 37, s. 39.

40. A vacancy on the board of directors is filled in accordance with the rules of appointment to the board.

Absence from the number of board meetings determined in the by-laws of the Company, in the cases and circumstances specified, constitutes a vacancy.

2010, c. 37, s. 40.

41. Board members other than the president and chief executive officer receive no remuneration except in the cases, on the conditions and to the extent determined by the Government. They are, however, entitled to the reimbursement of expenses incurred in the exercise of their functions, on the conditions and to the extent determined by the Government.

2010, c. 37, s. 41.

42. On the recommendation of the board of directors, the Government appoints the president and chief executive officer based on the expertise and experience profile approved by the board.

The president and chief executive officer is appointed for a term of up to five years.

The board determines the remuneration and other conditions of employment of the president and chief executive officer in keeping with the parameters set by the Government.

2010, c. 37, s. 42.

43. If the board of directors does not recommend a candidate for the position of president and chief executive officer in accordance with section 42 within a reasonable time, the Government may appoint the president and chief executive officer after notifying the board members.

2010, c. 37, s. 43.

44. If the president and chief executive officer is absent or unable to act, the board of directors may designate a member of the Company’s personnel to exercise the functions of that position.

2010, c. 37, s. 44.

45. The quorum at meetings of the board of directors is the majority of its members, including the president and chief executive officer or the chair.

Decisions of the board are made by a majority vote of the members present. In the case of a tie vote, the chair of the meeting has a casting vote.

2010, c. 37, s. 45.

46. The members of the board of directors may waive notice of a meeting. The attendance of the members at a meeting of the board constitutes a waiver of notice, unless the members are present for the sole purpose of contesting the legality of the meeting.

2010, c. 37, s. 46.

47. The board of directors of the Company may sit anywhere in Québec.

2010, c. 37, s. 47.

48. Unless otherwise provided in the by-laws, the members of the board of directors may, if all consent, participate in a meeting of the board by means of equipment enabling all participants to communicate directly with one another.

In such a case, they are deemed to be present at the meeting.

2010, c. 37, s. 48.

49. A written resolution, signed by all the members of the board of directors entitled to vote on that resolution, has the same value as if adopted during a meeting of the board of directors.

A copy of the resolution must be kept with the minutes of meetings of the board of directors or other equivalent record book.

2010, c. 37, s. 49.

50. The minutes of a meeting of the board of directors, approved by the board and certified true by the chair of the board, the president and chief executive officer or any other person so authorized by the by-laws, are authentic, as are the documents and copies emanating from the Company or forming part of its records if signed or certified true by one of those persons.

2010, c. 37, s. 50.

51. No act or document binds the Company or may be attributed to it unless it is signed by the chair of the board of directors, the president and chief executive officer or, to the extent determined in the by-laws of the Company, by another member of the Company’s personnel.

The by-laws may provide for subdelegation and outline the mechanics of it.

Unless otherwise provided in the by-laws, a signature may be affixed on a document by any means.

2010, c. 37, s. 51.

52. The Company may, in its by-laws, determine a framework of operation for the board of directors, establish an executive committee or any other committee, and delegate the exercise of its powers to such a committee.

The by-laws may also provide for the delegation of the powers of the board of directors to a member of the Company’s personnel.

2010, c. 37, s. 52.

53. In addition to the committees it must establish under the Act respecting the governance of state-owned enterprises (chapter G-1.02), the board of directors must establish a risk management committee.

The committee must include one member with accounting expertise and another with financial expertise.

At least one committee member must be a member of the professional order of accountants governed by the Professional Code (chapter C-26).

2010, c. 37, s. 53; 2012, c. 11, s. 32.

54. The risk management committee must make sure that a risk management process is put in place.

Paragraph 4 of section 24 of the Act respecting the governance of state-owned enterprises (chapter G-1.02) does not apply to the Company’s audit committee.

2010, c. 37, s. 54.

54.1. The Company must, in its by-laws, determine, for each of the committees it establishes under section 5.3, the nature and characteristics of the projects they examine. It must, in those by-laws, specify the situations that constitute conflicts of interest and prescribe rules on the disclosure of conflicts of interest of members of such committees as well as the other particulars of their framework of operation.

2019, c. 29, s. 33.

55. The secretary and the other members of the Company’s personnel are appointed in accordance with the staffing plan established by the board of directors.

Subject to the provisions of a collective agreement, the Company determines the standards and scales of remuneration and the employment benefits and other conditions of employment of the members of its personnel in accordance with the conditions defined by the Government.

2010, c. 37, s. 55.

56. A member of the Company’s personnel who has a direct or indirect interest in an enterprise causing the personnel member’s personal interest to conflict with that of the Company must, on pain of forfeiture of office, disclose the interest in writing to the president and chief executive officer.

2010, c. 37, s. 56.

57. If a member of the Company’s personnel is sued by a third party for an act carried out in the exercise of the functions of office, the Company assumes the person’s defence and pays any damages awarded as compensation, unless the person committed a gross fault or a personal fault separable from those functions.

In penal or criminal proceedings, however, the Company pays the defence costs of a member of its personnel only if the person is acquitted or if the Company judges that the person acted in good faith.

2010, c. 37, s. 57.

58. The Company fulfils the obligations set out in section 57 of this Act and in sections 10 and 11 of the Act respecting the governance of state-owned enterprises (chapter G-1.02) in respect of any person who acted at its request as a director of a legal person of which the Company is a shareholder or a creditor.

2010, c. 37, s. 58.

59. Sections 142, 159 to 162, 179 and 184, paragraph b of subsection 2 of section 185 and sections 188 and 189 of the Companies Act (chapter C-38) do not apply to the Company.

No by-law of the Company is subject to ratification by the shareholder.

2010, c. 37, s. 59.

CHAPTER IV FINANCING

60. The authorized capital of the Company is $5,065,000,000 divided into 5,065,000 shares of a par value of $1,000 each.

Only the Minister of Finance may subscribe shares in the Company.

2010, c. 37, s. 60; 2019, c. 29, s. 34 and 65.

61. After the board of directors of the Company has made its offer, the Minister of Finance may, with the authorization of the Government, subscribe shares in the Company.

2010, c. 37, s. 61.

62. Following a reduction in the share capital of the Company and a corresponding reimbursement of capital to the Minister of Finance pursuant to the Act respecting the reduction of the share capital of legal persons established in the public interest and of their subsidiaries (chapter R-2.2.1), the Minister of Finance is authorized to subscribe, with the authorization of the Government and subject to the conditions it determines, shares of the Company the value of which may not exceed the amount of the reimbursement.

2010, c. 37, s. 62.

63. The shares of the Company are allotted to the Minister of Finance and form part of the domain of the State.

The Minister of Finance pays, out of the Consolidated Revenue Fund, the par value of the shares allotted to the Minister of Finance; the certificates are then issued.

2010, c. 37, s. 63.

64. The dividends paid by the Company are set by the Government.

2010, c. 37, s. 64.

65. The Company may not, without the authorization of the Government,

(1)  contract a loan that causes the total of its current outstanding loans to exceed the amount determined by the Government;

(2)  make a financial commitment in excess of the limits or in contravention of the terms determined by the Government;

(3)  acquire, hold or dispose of securities or other assets in excess of the limits or in contravention of the terms determined by the Government; or

(4)  accept a gift or legacy to which a charge or condition is attached.

The amounts, limits and terms determined under this section may also apply to the group formed by the Company and its subsidiaries or to one or more members of that group.

This section does not apply to the contracts or other commitments entered into by the Company in administering a financial assistance program or carrying out a mandate given it by this Act or the Government.

2010, c. 37, s. 65; 2015, c. 8, s. 29.

66. The Government may, subject to the conditions and procedures it determines,

(1)  guarantee the payment of the principal and interest of any loan contracted by the Company or one of its subsidiaries and the performance of their obligations;

(2)  make any commitment in relation to the realization or financing of a project of the Company or one of its subsidiaries;

(3)  authorize the Minister of Finance to advance to the Company or one of its subsidiaries any amount considered necessary for the pursuit of its mission.

The sums required for the purposes of this section are taken out of the Consolidated Revenue Fund.

2010, c. 37, s. 66.

67. In accordance with the policy directions set out in its strategic plan, the Company may determine a tariff of administrative, standby and professional fees for the products and services, in particular the financial products and services, it provides to enterprises.

2010, c. 37, s. 67; 2019, c. 29, s. 35.

68. Except for the activities the Company may finance out of the Economic Development Fund, the Company finances its operations out of the revenue it derives from the products and services, in particular the financial products and services, it offers to enterprises, the fees it charges and the other monies to which it is entitled.

2010, c. 37, s. 68; 2019, c. 29, s. 36.

CHAPTER V STRATEGIC PLAN, ACCOUNTS AND REPORTS

69. The Company establishes, according to the form, content and timetable determined by the Government, a strategic plan that must include the range of products and services it offers to support entrepreneurs, its range of financial services, its investment policy and the activities of its subsidiaries.

The Minister submits the strategic plan to the Government for approval, after consultation with the Minister of Natural Resources and Wildlife and the Minister of Agriculture, Fisheries and Food and other ministers as regards the sectors of activity under their respective responsibility.

2010, c. 37, s. 69; 2019, c. 29, s. 37.

70. The Minister lays the strategic plan of the Company before the National Assembly within 15 days after approval of the plan or, if the National Assembly is not sitting, within 15 days of resumption.

The competent parliamentary committee of the National Assembly examines the plan and for that purpose hears the representatives designated by the Company.

After the competent committee has examined the plan, the Government specifies any amendments the Company must make.

The Minister lays the amended plan before the National Assembly.

2010, c. 37, s. 70.

71. A strategic plan approved by the Government applies until it is replaced by another plan that has been so approved.

2010, c. 37, s. 71.

72. The fiscal year of the Company ends on 31 March.

2010, c. 37, s. 72.

73. Within 30 days after the beginning of its fiscal year, the Company sends its annual financial forecasts to the Minister of Finance and the Minister.

2010, c. 37, s. 73.

73.1. The Company develops and proposes to the Minister indicators to assess whether the range of products and services it offers is complementary to that of its partners and fosters the establishment of a full financing chain.

The Minister publishes, on his or her department’s website and by any other means he or she considers appropriate, the indicators he or she has retained.

The Company must monitor the indicators retained.

2019, c. 29, s. 38.

74. Not later than 30 June each year, the Company must file its financial statements and a report of its activities for the preceding fiscal year with the Minister.

The activity report must include, with respect to the Company and its wholly-owned subsidiaries,

(1)  their respective staffing numbers; and

(2)  the average remuneration, including variable remuneration and other benefits, paid to their employees and the standard deviation.

The activity report must also account for the monitoring of the indicators retained by the Minister under the second paragraph of section 73.1.

The financial statements and report must contain all the information required by the Minister. The report must also contain the information the directors are required to provide annually to the shareholders under the Companies Act (chapter C-38).

2010, c. 37, s. 74; 2019, c. 29, s. 39.

74.1. The Company must, every year, file with the Minister the financial statements of each special fund established under Division III of Chapter II in sufficient time for them to be attached to his or her department’s annual management report.

The Auditor General’s report on those special funds must be attached to the annual management report referred to in the first paragraph.

2019, c. 29, s. 40.

75. The Company must in addition give the Minister any information he or she requires concerning the Company and its subsidiaries.

2010, c. 37, s. 75.

76. The Minister lays the financial statements referred to in section 74 and the Company’s report of its activities before the National Assembly within 15 days of receiving them or, if the Assembly is not sitting, within 15 days of resumption.

2010, c. 37, s. 76; 2019, c. 29, s. 41.

77. The books and accounts of the Company are audited jointly every year by the Auditor General and an external auditor appointed by the Government. The remuneration of the external auditor is paid out of the revenues of the Company. The joint report must accompany the Company’s report of its activities.

However, the audit necessary for the auditor’s reports required under sections 27 and 35.11 is conducted by the external auditor appointed by the Company.

2010, c. 37, s. 77; 2019, c. 29, s. 42.

78. (Repealed).

2010, c. 37, s. 78; 2013, c. 16, s. 111.

CHAPTER VI AMENDING PROVISIONS

FINANCIAL ADMINISTRATION ACT

79. (Amendment integrated into c. A-6.001, Schedule 2).

2010, c. 37, s. 79.

80. (Amendment integrated into c. A-6.001, Schedule 3).

2010, c. 37, s. 80.

ACT RESPECTING ASSISTANCE FOR THE DEVELOPMENT OF COOPERATIVES AND NON-PROFIT LEGAL PERSONS

81. (Amendment integrated into c. A-12.1, s. 5).

2010, c. 37, s. 81.

82. (Amendment integrated into c. A-12.1, s. 7).

2010, c. 37, s. 82.

83. (Amendment integrated into c. A-12.1, s. 8).

2010, c. 37, s. 83.

84. (Amendment integrated into c. A-12.1, s. 10).

2010, c. 37, s. 84.

85. (Amendment integrated into c. A-12.1, s. 12).

2010, c. 37, s. 85.

86. (Amendment integrated into c. A-12.1, s. 13).

2010, c. 37, s. 86.

ACT RESPECTING ASSISTANCE FOR TOURIST DEVELOPMENT

87. (Amendment integrated into c. A-13.1, s. 1).

2010, c. 37, s. 87.

ACT TO PROMOTE THE CAPITALIZATION OF SMALL AND MEDIUM-SIZED BUSINESSES

88. (Amendment integrated into c. A-33.01, s. 1).

2010, c. 37, s. 88.

89. (Amendment integrated into c. A-33.01, s. 3).

2010, c. 37, s. 89.

90. (Amendment integrated into c. A-33.01, s. 4).

2010, c. 37, s. 90.

91. (Amendment integrated into c. A-33.01, s. 5).

2010, c. 37, s. 91.

92. (Amendment integrated into c. A-33.01, s. 6).

2010, c. 37, s. 92.

93. (Amendment integrated into c. A-33.01, s. 7).

2010, c. 37, s. 93.

94. (Amendment integrated into c. A-33.01, s. 8).

2010, c. 37, s. 94.

95. (Amendment integrated into c. A-33.01, s. 11).

2010, c. 37, s. 95.

96. (Amendment integrated into c. A-33.01, s. 12).

2010, c. 37, s. 96.

97. (Amendment integrated into c. A-33.01, s. 13).

2010, c. 37, s. 97.

98. (Amendment integrated into c. A-33.01, s. 14).

2010, c. 37, s. 98.

99. (Amendment integrated into c. A-33.01, s. 15).

2010, c. 37, s. 99.

100. (Amendment integrated into c. A-33.01, s. 17).

2010, c. 37, s. 100.

101. (Amendment integrated into c. A-33.01, s. 18).

2010, c. 37, s. 101.

102. (Amendment integrated into c. A-33.01, s. 19).

2010, c. 37, s. 102.

103. (Amendment integrated into c. A-33.01, s. 20).

2010, c. 37, s. 103.

ACT RESPECTING THE GOVERNANCE OF STATE-OWNED ENTERPRISES

104. (Amendment integrated into c. G-1.02, s. 15).

2010, c. 37, s. 104.

105. (Amendment integrated into c. G-1.02, Schedule I).

2010, c. 37, s. 105.

TAXATION ACT

106. (Amendment integrated into c. I-3, s. 21.20.9).

2010, c. 37, s. 106.

107. (Amendment integrated into c. I-3, s. 965.29).

2010, c. 37, s. 107.

108. (Amendment integrated into c. I-3, s. 965.34).

2010, c. 37, s. 108.

109. (Amendment integrated into c. I-3, s. 1049.4).

2010, c. 37, s. 109.

110. (Amendment integrated into c. I-3, s. 1049.6).

2010, c. 37, s. 110.

111. (Amendment integrated into c. I-3, s. 1049.9).

2010, c. 37, s. 111.

112. (Amendment integrated into c. I-3, s. 1049.9.1).

2010, c. 37, s. 112.

113. (Amendment integrated into c. I-3, s. 1049.10).

2010, c. 37, s. 113.

114. (Amendment integrated into c. I-3, s. 1049.10.1).

2010, c. 37, s. 114.

115. (Amendment integrated into c. I-3, s. 1049.11).

2010, c. 37, s. 115.

116. (Amendment integrated into c. I-3, s. 1049.11.1).

2010, c. 37, s. 116.

117. (Amendment integrated into c. I-3, s. 1049.11.1.2).

2010, c. 37, s. 117.

ACT RESPECTING THE GOVERNMENT AND PUBLIC EMPLOYEES RETIREMENT PLAN

118. (Amendment integrated into c. R-10, Schedule I).

2010, c. 37, s. 118.

ACT RESPECTING THE CIVIL SERVICE SUPERANNUATION PLAN

119. (Amendment integrated into c. R-12, Schedule II).

2010, c. 37, s. 119.

ACT RESPECTING THE PENSION PLAN OF MANAGEMENT PERSONNEL

120. (Amendment integrated into c. R-12.1, Schedule II).

2010, c. 37, s. 120.

ACT RESPECTING QUÉBEC BUSINESS INVESTMENT COMPANIES

121. (Amendment integrated into c. S-29.1, s. 1).

2010, c. 37, s. 121.

122. (Amendment integrated into c. S-29.1, s. 3.2).

2010, c. 37, s. 122.

123. (Amendment integrated into c. S-29.1, s. 4).

2010, c. 37, s. 123.

124. (Amendment integrated into c. S-29.1, s. 5).

2010, c. 37, s. 124.

125. (Amendment integrated into c. S-29.1, s. 6).

2010, c. 37, s. 125.

126. (Amendment integrated into c. S-29.1, s. 7).

2010, c. 37, s. 126.

127. (Amendment integrated into c. S-29.1, s. 9).

2010, c. 37, s. 127.

128. (Amendment integrated into c. S-29.1, s. 10).

2010, c. 37, s. 128.

129. (Amendment integrated into c. S-29.1, s. 12).

2010, c. 37, s. 129.

130. (Amendment integrated into c. S-29.1, s. 12.1).

2010, c. 37, s. 130.

131. (Amendment integrated into c. S-29.1, s. 13.1).

2010, c. 37, s. 131.

132. (Amendment integrated into c. S-29.1, s. 13.2).

2010, c. 37, s. 132.

133. (Amendment integrated into c. S-29.1, s. 13.3).

2010, c. 37, s. 133.

134. (Amendment integrated into c. S-29.1, s. 14).

2010, c. 37, s. 134.

135. (Amendment integrated into c. S-29.1, s. 15).

2010, c. 37, s. 135.

136. (Amendment integrated into c. S-29.1, s. 15.0.1).

2010, c. 37, s. 136.

137. (Amendment integrated into c. S-29.1, s. 16).

2010, c. 37, s. 137.

138. (Amendment integrated into c. S-29.1, s. 17).

2010, c. 37, s. 138.

139. (Omitted).

2010, c. 37, s. 139.

140. (Omitted).

2010, c. 37, s. 140.

141. (Omitted).

2010, c. 37, s. 141.

CHAPTER VII TRANSITIONAL AND FINAL PROVISIONS

DIVISION I AMALGAMATION

142. The Société générale de financement du Québec and Investissement Québec are amalgamated on 1 April 2011.

As of that date, these legal persons are continued as the Company constituted under section 1 and their patrimonies are joined together to form the patrimony of that Company.

2010, c. 37, s. 142.

143. The rights of Investissement Québec and the rights and obligations of the Société générale de financement du Québec become rights and obligations of the Company and the latter becomes, without continuance of suit, a party to any proceeding to which Investissement Québec and the Société générale de financement du Québec were parties.

2010, c. 37, s. 143.

144. The obligations of Investissement Québec become obligations of the Company, except those determined by the Government, which become obligations of the Minister or the Minister of Finance in the case of debts owed to a financial institution or related to a financial instrument or contract designated by the Government.

The Minister or the Minister of Finance becomes, without continuance of suit, a party to any proceeding Investissement Québec was party to with respect to the obligations that Minister assumes.

The liability resulting from the obligations that become obligations of the Minister becomes a liability of the Economic Development Fund.

2010, c. 37, s. 144.

145. The debts of Investissement Québec that become debts of the Minister of Finance are the debts referred to in section 10 of the Financial Administration Act (chapter A-6.001).

The Minister of Finance may transfer to the general fund out of the sums credited to the Economic Development Fund any sum corresponding to a sum taken out of the Consolidated Revenue Fund for the payment of the debts.

2010, c. 37, s. 145; 2011, c. 18, s. 162.

146. The amalgamation involves, by operation of law, the conversion of the shares issued by the Société générale de financement du Québec into shares of the Company.

The certificates for the shares thus converted are issued to the Minister of Finance immediately.

2010, c. 37, s. 146.

DIVISION II ADMINISTRATION PRIOR TO AMALGAMATION

147. When appointing the first members of the board of directors of the Company, other than the chair and the president and chief executive officer, the Government takes into account the expertise and experience profiles approved by the respective boards of Investissement Québec and the Société générale de financement du Québec.

2010, c. 37, s. 147.

148. From the time it is formed, the board of directors of the Company exercises the functions of the board of Investissement Québec and the board of the Société générale de financement du Québec.

2010, c. 37, s. 148.

149. The term of the Investissement Québec and the Société générale de financement du Québec board members in office at the time the Company’s board of directors is formed ends at that time without compensation.

2010, c. 37, s. 149.

150. The Government appoints the first president and chief executive officer of the Company.

2010, c. 37, s. 150.

151. The president and chief executive officer of the Company takes office on 1 January 2011 or on any later date determined by the Government. The president and chief executive officer exercises, from the date he or she takes office, the functions of president and chief executive officer of Investissement Québec and of the Société générale de financement du Québec.

2010, c. 37, s. 151.

152. From the moment the Company’s president and chief executive officer takes office, the terms of office of the president and chief executive officer of Investissement Québec and of the president and chief executive officer of the Société générale de financement du Québec end, with no compensation other than the compensation provided for in section 22 of the Règles concernant la rémunération et les autres conditions de travail des titulaires d’un emploi supérieur à temps plein (O.C. 450-2007, 2007-06-20, in French only).

2010, c. 37, s. 152.

153. The Company’s board of directors must implement an amalgamation plan before the amalgamation of Investissement Québec and the Société générale de financement du Québec. The plan must include details of the arrangements necessary to complete the amalgamation and to provide for the management and operation of the Company.

The plan must take into account, in particular, the human, financial, material and informational resources of Investissement Québec and the Société générale de financement du Québec.

2010, c. 37, s. 153.

154. The Company’s board of directors may, prior to the amalgamation, enter into any contract it considers necessary to ensure the amalgamation of Investissement Québec and the Société générale de financement du Québec and foster the soundness of its activities and operations. For these purposes, the board may make any necessary financial commitment for the amount and for the term it considers appropriate.

2010, c. 37, s. 154.

155. The Company’s board of directors must, prior to the amalgamation, establish the Company’s staffing plan referred to in section 55.

2010, c. 37, s. 155.

156. Prior to the amalgamation, the Company’s board of directors establishes the Company’s first strategic plan. The plan covers a period of two years.

The strategic plan of the Société générale de financement du Québec and that of Investissement Québec apply to the Company until they are replaced by the first strategic plan approved by the Company.

2010, c. 37, s. 156.

157. The rights and obligations resulting from the acts of the Company’s board of directors with respect to the organization of the Company prior to the amalgamation are rights and obligations of Investissement Québec, unless the board provides expressly that those rights and obligations are rights and obligations of the Société générale de financement du Québec.

2010, c. 37, s. 157.

158. The last annual report required under section 17 of the Act respecting the Société générale de financement du Québec (chapter S-17) covers a 15-month period ending 31 March 2011.

The current fiscal year of the Société générale de financement du Québec ends on 31 December 2010. Its last fiscal year begins on 1 January 2011 and ends on 31 March 2011.

The Company must file the report and its financial statements no later than 30 September 2011.

2010, c. 37, s. 158.

DIVISION III PROGRAMS AND OTHER MANDATES

159. Unless otherwise provided in this division, any program administered by Investissement Québec under section 27 of the Act respecting Investissement Québec and La Financière du Québec (chapter I-16.1) or by one of its subsidiaries referred to in section 36 of that Act continues to apply until it is replaced or revoked by the Government.

The same applies to the instruments governing the following forms of financial assistance:

(1)  assistance granted and administered by Investissement Québec or one of its subsidiaries in accordance with a mandate given it by the Government under section 28 of that Act;

(2)  assistance granted by Investissement Québec or one of its subsidiaries in exercising a power assigned to it by the Government under section 29 of that Act; and

(3)  assistance granted under a financial assistance program or a mandate provided for by the Act respecting the Société de développement industriel du Québec (chapter S-11.01).

2010, c. 37, s. 159.

160. Unless otherwise provided in this division, the rights of Investissement Québec resulting from the programs and the forms of financial assistance described in section 159 become rights of the Minister.

The same applies to the rights resulting from the following forms of financial assistance:

(1)  assistance granted and administered under section 5 of the Act respecting assistance for the development of cooperatives and non-profit legal persons (chapter A-12.1); and

(2)  assistance granted under section 10 or 11 of the Act respecting assistance for tourist development (chapter A-13.1).

The sums and assets of Investissement Québec related to the forms of financial assistance listed in the second paragraph become sums and assets of the Economic Development Fund.

2010, c. 37, s. 160.

161. The first paragraph of section 160 does not apply to the rights of Investissement Québec in the shares issued by any of its subsidiaries established with a view to granting or administering a program or a form of financial assistance listed in section 159 or 160. However, it does apply to the rights of Investissement Québec in the shares issued by the following subsidiaries:

(1)  9037-6179 Québec inc.;

(2)  9071-2076 Québec inc.; and

(3)  9109-3294 Québec inc.

2010, c. 37, s. 161.

162. The rights of Investissement Québec resulting from the programs listed below, or from any program replaced by those programs, become rights of the Company:

(1)  the Programme favorisant le financement de l’entreprenariat collectif, established by Order in Council 374-2002 dated 27 March 2002 (2002, G.O. 2, 2802, in French only), amended by Order in Council 315-2004 dated 31 March 2004 (2004, G.O. 2, 1966, in French only); and

(2)  the Programme d’aide au financement des entreprises, approved by Order in Council 841-2000 dated 28 June 2000 (2000, G.O. 2, 4955, in French only), amended by Order in Council 899-2001 dated 31 July 2001 (2001, G.O. 2, 6073, in French only), by Order in Council 1487-2001 dated 12 December 2001 (2002, G.O. 2, 178, in French only), by Order in Council 315-2004 dated 31 March 2004 (2004, G.O. 2, 1966, in French only), by Order in Council 681-2005 dated 29 June 2005 (2005, G.O. 2, 3752, in French only) and by Order in Council 729-2008 dated 25 June 2008 (2008, G.O. 2, 4284, in French only).

From the date set by the Government, no applications for financial assistance may be submitted under these programs.

The programs continue to apply to any financial assistance granted under them, until the expiry of the assistance. The Company may not modify these financial assistance programs.

Any losses or shortfalls resulting from assistance granted under the programs listed in the first paragraph before the date set under the second paragraph are obligations of the Company for the duration of the programs.

2010, c. 37, s. 162.

163. Before 31 March 2016, the Government must include in the Company’s remuneration any compensation it deems reasonable for the losses and shortfalls referred to in the fourth paragraph of section 162.

The losses and shortfalls suffered are evaluated on the date of the amalgamation. The evaluation may be revised until 31 March 2016, when the Government sets the Company’s remuneration.

The Government is not bound to pay the Company any other sum as compensation for these losses and shortfalls.

2010, c. 37, s. 163.

164. The rights of Investissement Québec resulting from investments made in accordance with section 35 of the Act respecting Investissement Québec and La Financière du Québec (chapter I-16.1), or from a loan or a guarantee referred to in that section, become rights of the Minister, except the rights resulting from the investments, loans or guarantees referred to in the following Orders in Council:

(1)  Order in Council 532-2010 dated 23 June 2010 (2010, G.O. 2, 3095, in French only);

(2)  Order in Council 955-2009 dated 2 September 2009 (2009, G.O. 2, 4931, in French only);

(3)  Order in Council 476-2008 dated 14 May 2008 (2008, G.O. 2, 2961, in French only); and

(4)  Order in Council 1171-2004 dated 15 December 2004 (2005, G.O. 2, 55, in French only).

Each of these Orders in Council, and any other made under section 35 of the Act respecting Investissement Québec and La Financière du Québec, is validated to the extent that it authorizes Investissement Québec or its subsidiaries to invest in any group other than an investment company; the Orders in Council continue to apply until they are replaced or revoked by the Government.

2010, c. 37, s. 164.

165. The administration of programs, forms of financial assistance and investments for which the rights of Investissement Québec become rights of the Minister is deemed to be a mandate given to the Company under section 21.

The administration of the economic projects support program referred to in Order in Council 273-2008 dated 19 March 2008 (2008, G.O. 2, 1645, in French only) is also deemed to be a mandate given to the Company under section 21. The Company administers the program as though it were part of the strategic support for investment program referred to in Order in Council 907-2004 dated 30 September 2004 (2004, G.O. 2, 4478, in French only).

2010, c. 37, s. 165.

DIVISION IV LA FINANCIÈRE DU QUÉBEC

166. La Financière du Québec is dissolved. Its rights become rights of the Company except the rights resulting from the forms of assistance listed in the second paragraph of section 160.

The obligations of La Financière du Québec become obligations of the Company, except those determined by the Government, which become obligations of the Minister; the Minister becomes, without continuance of suit, a party to any proceeding to which La Financière du Québec was party with respect to those obligations.

The liability resulting from the obligations that become obligations of the Minister becomes a liability of the Economic Development Fund.

2010, c. 37, s. 166.

DIVISION V HUMAN RESOURCES

167. An employee of the Company who, when hired, before 1 April 2011, by Investissement Québec or La Financière du Québec, was a permanent public servant may apply for a transfer to a position in the public service or enter a promotion-only qualification process for such a position in accordance with the Public Service Act (chapter F-3.1.1).

The same applies to an employee

(1)  who, at the time of his or her transfer to the Company under section 66 of the Act respecting mainly government organization as regards the economy and innovation (2019, chapter 29), was a permanent public servant; or

(2)  who is transferred to the Company under that section and who, on 31 December 2019, was a public servant without having obtained permanent tenure, other than a casual employee.

2010, c. 37, s. 167; 2013, c. 25, s. 34; 2019, c. 29, s. 43.

168. Section 35 of the Public Service Act (chapter F-3.1.1) applies to an employee referred to in section 167 who enters a promotion-only qualification process for a position in the public service.

2010, c. 37, s. 168; 2013, c. 25, s. 34.

169. An employee referred to in section 167 who applies for a transfer or enters a promotion-only qualification process may require from the chair of the Conseil du trésor an assessment of the classification that would be assigned to the employee in the public service. The assessment must take account of the classification that the employee had in the public service on the date on which the employee ceased to be a public servant, as well as the experience and formal training acquired in the course of employment with Investissement Québec, La Financière du Québec or the Company.

However, before being entitled to apply for a transfer, an employee referred to in subparagraph 2 of the second paragraph of section 167 who, before transferring to the Company, had not completed the probationary period required under section 13 of the Public Service Act (chapter F-3.1.1) must have successfully completed the remainder of that probation within the Company.

If an employee is transferred pursuant to the application of the first or second paragraph, the deputy minister of the department or the chief executive officer of the body assigns to the employee a classification in keeping with the assessment under the first paragraph.

However, an employee referred to in subparagraph 2 of the second paragraph of section 167 who, at the time of his or her transfer to the Company, had not completed the period of continuous employment required for the purposes of section 14 of the Public Service Act to obtain permanent tenure and who, at the time he or she is transferred to a position in the public service, still has not completed the equivalent of that period by adding the time served in the public service before transferring to the Company and that served as an employee of the Company must, before obtaining permanent tenure, complete the remainder of that period from the day of the transfer.

If an employee is promoted under section 167, the employee’s classification must take account of the criteria set out in the first paragraph.

2010, c. 37, s. 169; 2013, c. 25, s. 34; 2019, c. 29, s. 44.

170. If some or all of the operations of the Company are discontinued, an employee referred to in section 167 is entitled to be placed on reserve in the public service with the classification the employee had on the date on which the employee left the public service.

However, an employee referred to in subparagraph 2 of the second paragraph of section 167 is entitled to be placed on reserve in the public service only if, at the time some or all of the operations of the Company are discontinued, the sum of the time served in the public service before transferring to the Company and that served as an employee of the Company is equivalent to at least the period of continuous employment required under section 14 of the Public Service Act (chapter F-3.1.1).

In such a case, the chair of the Conseil du trésor establishes, where applicable, the classification of an employee referred to in the first or second paragraph, taking account of the criteria set out in the first paragraph of section 169.

2010, c. 37, s. 170; 2019, c. 29, s. 45.

171. A person who is placed on reserve under section 170 remains in the employ of the Company until the chair of the Conseil du trésor is able to place the person in accordance with section 100 of the Public Service Act (chapter F-3.1.1).

2010, c. 37, s. 171; 2019, c. 29, s. 46.

172. Subject to any remedy available under a collective agreement, an employee referred to in section 167 whose employment is terminated or who is dismissed may bring an appeal under section 33 of the Public Service Act (chapter F-3.1.1).

2010, c. 37, s. 172.

DIVISION VI REGISTERS AND OTHER DOCUMENTS

173. A declaration by the Company or the Minister in an application for registration in the register of personal and movable real rights or the land register, stating that the Company or the Minister is the holder of the rights which the application concerns and which were formerly registered in favour of Investissement Québec, La Financière du Québec or the Société générale de financement du Québec, is sufficient to establish with the registrar the quality of the Company or the Minister as the holder of those rights.

An application for registration in the land register must be made in the form of a notice. In addition to the provisions of this section and the requirements of the regulation made under Book IX of the Civil Code, the notice must indicate the legislative provision under which it is given; the notice does not require attestation and may be presented in a single copy.

2010, c. 37, s. 173.

174. The files, records and other documents of Investissement Québec, La Financière du Québec and the Société générale de financement du Québec become files, records and other documents of the Company.

2010, c. 37, s. 174.

175. Unless otherwise indicated by the context, in any document, a reference to the Act respecting Investissement Québec and La Financière du Québec (chapter I-16.1), the Act respecting the Société générale de financement du Québec (chapter S-17) or any of their provisions is a reference to this Act or to the corresponding provision of this Act, if any.

2010, c. 37, s. 175.

176. Unless otherwise indicated by the context, in any document, a reference to Investissement Québec, La Financière du Québec or the Société générale de financement du Québec is a reference to the Company.

2010, c. 37, s. 176.

DIVISION VII OTHER PROVISIONS

177. The Government may, by a regulation made before 1 January 2012, enact any other transitional measure required for the carrying out of this Act.

A regulation made under the first paragraph is not subject to the publication requirement set out in section 8 of the Regulations Act (chapter R-18.1) and comes into force on the date of its publication in the Gazette officielle du Québec, or on any later date set in the regulation. The regulation may also, if it so provides, apply from any date not prior to 1 January 2011.

2010, c. 37, s. 177.

178. Before 30 June 2011, the board of directors of the Company must submit to the Government the policy aimed at reducing expenses required by section 15 of the Act to implement certain provisions of the Budget Speech of 30 March 2010, reduce the debt and return to a balanced budget in 2013-2014 (2010, chapter 20).

2010, c. 37, s. 178.

179. The appropriations granted to the Minister of Economic Development, Innovation and Export Trade for the purposes of the economic projects support program referred to in Order in Council 273-2008 dated 19 March 2008 (2008, G.O. 2, 1645, in French only) are, to the extent determined by the Government, allocated to the Economic Development Fund.

2010, c. 37, s. 179.

DIVISION VIII FINAL PROVISIONS

180. This Act replaces the Act respecting Investissement Québec and La Financière du Québec (chapter I-16.1) and the Act respecting the Société générale de financement du Québec (chapter S-17).

2010, c. 37, s. 180.

181. This Act may be cited as the Act respecting Investissement Québec.

2010, c. 37, s. 181.

Chapter 37 of the statutes of 2010 was assented to on 10 December 2010 under the following title: “An Act respecting the amalgamation of the Société générale de financement du Québec and Investissement Québec”.

182. The Minister of Economy and Innovation is responsible for the administration of this Act.

2010, c. 37, s. 182; 2019, c. 29, s. 47.

183. (Omitted).

2010, c. 37, s. 183.