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S-31.1
- Business Corporations Act
Table des matières détaillée
À jour au 1
er
avril 2017
CHAPTER
I
SCOPE AND INTERPRETATION
CHAPTER
II
CONSTITUTION AND ORGANIZATION
DIVISION
I
CONSTITUTION
DIVISION
II
ORGANIZATION MEETING
CHAPTER
III
PRESUMPTIONS
CHAPTER
IV
NAME, HEAD OFFICE, RECORDS AND DOCUMENTS
DIVISION
I
NAME
DIVISION
II
HEAD OFFICE
DIVISION
III
RECORDS AND DOCUMENTS
§
1
General provisions
§
2
Provisions specific to certain corporations
CHAPTER
V
FINANCE
DIVISION
I
SHARE CAPITAL
§
1
General provisions
§
2
Issue of shares
§
3
Certificated or uncertificated shares
§
4
Issued and paid-up share capital account
§
5
Unpaid shares
§
6
Transfer of shares
§
7
Modification of share capital
I
Acquisition of shares
II
Splitting, consolidation and conversion of shares
DIVISION
II
MAINTENANCE OF SHARE CAPITAL
§
1
Acquisition of shares
§
2
Increase and reduction of share capital
§
3
Declaration and payment of dividends
CHAPTER
VI
DIRECTORS AND OFFICERS
DIVISION
I
BOARD OF DIRECTORS
DIVISION
II
FUNCTIONS AND POWERS OF BOARD OF DIRECTORS
DIVISION
III
DUTIES OF DIRECTORS AND OFFICERS
§
1
General provisions
§
2
Good faith reliance
§
3
Disclosure of interest
DIVISION
IV
MEETINGS OF BOARD OF DIRECTORS
DIVISION
V
CESSATION OF OFFICE AND VACANCY ON BOARD OF DIRECTORS
DIVISION
VI
LIABILITY OF DIRECTORS
§
1
Unpaid wages of employees
§
2
Prohibited acts
§
3
Relief from liability
DIVISION
VII
INDEMNIFICATION AND LIABILITY INSURANCE
CHAPTER
VII
SHAREHOLDERS
DIVISION
I
ANNUAL SHAREHOLDERS MEETING
§
1
Calling of meeting
§
2
Proxies
§
3
Conduct of meeting
§
4
Voting by class
§
5
Powers of the court
§
6
Shareholder proposals
DIVISION
II
SPECIAL SHAREHOLDERS MEETING
DIVISION
III
UNANIMOUS SHAREHOLDER AGREEMENT
DIVISION
IV
PROTECTION AGAINST SQUEEZE-OUT TRANSACTIONS
DIVISION
V
LIABILITY OF SHAREHOLDERS
CHAPTER
VIII
FINANCIAL STATEMENTS AND AUDITOR
DIVISION
I
FINANCIAL STATEMENTS
DIVISION
II
AUDITOR
CHAPTER
IX
AMENDMENT, CORRECTION, CONSOLIDATION AND CANCELLATION OF ARTICLES
DIVISION
I
AMENDMENT OF ARTICLES
DIVISION
II
CORRECTION OF ARTICLES
§
1
General provisions
§
2
Correction of articles on initiative of board of directors
§
3
Correction of obvious error at request of representative of corporation
DIVISION
III
CONSOLIDATION OF ARTICLES
DIVISION
IV
CANCELLATION OF ARTICLES
CHAPTER
X
ALIENATION AFFECTING SIGNIFICANT BUSINESS ACTIVITY
CHAPTER
XI
AMALGAMATION
DIVISION
I
GENERAL PROVISIONS
DIVISION
II
LONG-FORM AMALGAMATION
DIVISION
III
SHORT-FORM AMALGAMATION
DIVISION
IV
ARTICLES OF AMALGAMATION
DIVISION
V
LIABILITY FOR DEBTS
CHAPTER
XII
CONTINUANCE
DIVISION
I
CONTINUANCE UNDER THIS ACT
DIVISION
II
CONTINUANCE UNDER THE LAWS OF A JURISDICTION OTHER THAN QUÉBEC
CHAPTER
XIII
DISSOLUTION, LIQUIDATION AND REVIVAL
DIVISION
I
DISSOLUTION
§
1
General provisions
§
2
Dissolution of corporation by consent of shareholders
§
3
Dissolution of corporation by filing of declaration of sole shareholder
§
4
Dissolution of corporation by consent of board of directors
§
5
Declaration of dissolution
DIVISION
II
LIQUIDATION
§
1
General provisions
§
2
Appointment, removal and replacement of liquidator
§
3
Conduct of liquidation
I
General provisions
II
Recovery of claims and performance of obligations
III
Final account
IV
Distribution proposal and distribution of remaining property
§
4
Closure of liquidation
§
5
Liquidation under court supervision
§
6
Discontinuation of liquidation
I
Common provisions
II
Withdrawal of shareholder consent
III
Discontinuation of liquidation by court
DIVISION
III
REVIVAL
CHAPTER
XIV
RIGHT TO DEMAND REPURCHASE OF SHARES
DIVISION
I
GENERAL PROVISIONS
§
1
Conditions giving rise to right
§
2
Conditions for exercise of right and terms of repurchase
I
Prior notices
II
Payment of repurchase price
III
Increase in repurchase price
DIVISION
II
SPECIAL PROVISIONS FOLLOWING FAILURE TO NOTIFY SHAREHOLDERS
DIVISION
III
SPECIAL PROVISIONS WITH RESPECT TO BENEFICIARY
CHAPTER
XV
COMPELLED ACQUISITION OF SHARES
DIVISION
I
GENERAL CONDITIONS OF ACQUISITION
DIVISION
II
EXERCISE OF RIGHT TO ACQUIRE
CHAPTER
XVI
REORGANIZATION AND ARRANGEMENT
DIVISION
I
REORGANIZATION
DIVISION
II
ARRANGEMENT
CHAPTER
XVII
MONITORING AND CONTROL MECHANISMS
DIVISION
I
INVESTIGATION
DIVISION
II
REMEDIES
§
1
Special provisions applicable to exercise of certain remedies
§
2
Authorization to act on behalf of a corporation
§
3
Rectification of abuse of power or iniquity
§
4
Disputed election
§
5
Rectification of records
§
6
Correction of mistakes
§
7
Non-compliance
§
8
Dissolution, cancellation of articles and judicial liquidation
CHAPTER
XVIII
DOCUMENTS RECEIVED OR DRAWN UP BY ENTERPRISE REGISTRAR
DIVISION
I
GENERAL PROVISIONS
DIVISION
II
Repealed, 2010, c. 7, s. 272.
DIVISION
III
CORRECTION OF DOCUMENTS
CHAPTER
XIX
CONTESTATION OF DECISION BEFORE ADMINISTRATIVE TRIBUNAL OF QUÉBEC
CHAPTER
XX
REGULATORY POWERS
CHAPTER
XXI
PENAL PROVISIONS
CHAPTER
XXII
MISCELLANEOUS PROVISIONS
CHAPTER
XXIII
AMENDING PROVISIONS
DEPOSIT INSURANCE ACT
ACT RESPECTING INSURANCE
ACT RESPECTING THE BARREAU DU QUÉBEC
CHARTER OF VILLE DE MONTRÉAL
CHARTER OF VILLE DE QUÉBEC
CINEMA ACT
CITIES AND TOWNS ACT
CODE OF CIVIL PROCEDURE
MUNICIPAL CODE OF QUÉBEC
COMPANIES ACT
TELEGRAPH AND TELEPHONE COMPANIES ACT
CHARTERED ACCOUNTANTS ACT
COOPERATIVES ACT
ACT RESPECTING FINANCIAL SERVICES COOPERATIVES
BUSINESS CONCERNS RECORDS ACT
MINING DUTIES ACT
PUBLIC OFFICERS ACT
EDUCATION ACT FOR CREE, INUIT AND NASKAPI NATIVE PERSONS
ACT RESPECTING ADMINISTRATIVE JUSTICE
WINDING-UP ACT
ACT RESPECTING THE MARKETING OF AGRICULTURAL, FOOD AND FISH PRODUCTS
PRESS ACT
ACT RESPECTING THE LEGAL PUBLICITY OF SOLE PROPRIETORSHIPS, PARTNERSHIPS AND LEGAL PERSONS
ACT RESPECTING THE LAND REGIME IN THE JAMES BAY AND NEW QUÉBEC TERRITORIES
ACT RESPECTING THE ENTERPRISE REGISTRAR
ACT RESPECTING FARMERS’ AND DAIRYMEN’S ASSOCIATIONS
ACT RESPECTING MIXED ENTERPRISE COMPANIES IN THE MUNICIPAL SECTOR
HORTICULTURAL SOCIETIES ACT
ACT RESPECTING TRUST COMPANIES AND SAVINGS COMPANIES
ACT RESPECTING QUÉBEC BUSINESS INVESTMENT COMPANIES
ACT RESPECTING NORTHERN VILLAGES AND THE KATIVIK REGIONAL GOVERNMENT
OTHER AMENDING PROVISIONS
CHAPTER
XXIV
TRANSITIONAL AND FINAL PROVISIONS