On March 17, 2020, Bill 41, entitled Act, came into force, which mainly concerns the implementation of certain provisions of the budget speeches of March 17, 2016, March 28, 2017, March 27, 2018 and March 21, 2019. This Bill amends the Act respecting the respect of the legal publicity of enterprises (“ACGCLA”). The sections of the bill applicable to BICL are intended to facilitate regulatory requirements in order to increase administrative efficiency and transparency. Companies doing business in Quebec should therefore expect to have to prove the accuracy of the information to be reported to the REQ, for example by providing copies of duly adopted resolutions or other company documents. For this reason, we insist on the importance of always preparing and keeping the necessary corporate documents that comply with the legal obligations imposed by the law on the incorporation of your company in support of the elements that must be reported to the REQ. Do not hesitate to contact our business law team to assist and advise you in the preparation of the necessary corporate documentation. At the time of writing this report, no bill on the concept of research as an ultimate recipient or natural person in Quebec had been submitted. We will therefore monitor the situation closely to see if the provincial government will take these other measures previously announced and to assess their impact on the obligations of companies operating in Quebec. For ongoing legal information, do not hesitate to subscribe to our business law mailing list and do not hesitate to contact our business law team for advice or assistance in preparing relevant documents to be sent to the REQ.
The fight against tax evasion, fraud and money laundering has become an international priority in recent years, prompting several countries, provinces and states to review the legal framework for businesses in this regard. In November 2017, Québec followed suit with the publication of the Action Plan to Ensure Tax Fairness1, which includes measures to promote business transparency and improve the accessibility and reliability of the information contained in the Registraire des entreprises du Québec (“REQ”). This article contains only general information on legal issues and developments and is not intended to be specific legal advice. For more information, please see our disclaimer. All applicable penalties are monetary. Late registration may incur additional costs. In the midst of the COVID-19 crisis, on March 17, 2020, the Government of Quebec finally adopted the Budget Speech Compliance Act of March 17, 2016, March 28, 2017, March 27, 2018 and March 21, 2019, which included some of the measures announced to promote corporate transparency and the reliability of the information contained in the REQ. There is no clear test for determining whether a trust operates a corporation. While it is important to ask the questions listed here, a thorough assessment of a trust`s activities is necessary to determine whether the trust should be registered.
All trusts carrying on a business in Québec must register, including: Trusts whose primary purpose is not to carry on a business and/or provide a benefit to a particular person are not required to register, including: All declarations required by the Act respecting the legal publicity may be signed for and on behalf of the Société by any director or officer of the Corporation. November 16, 2017, www.finances.gouv.qc.ca/documents/Autres/fr/AUTFR_ParadisFiscaux.pdf The scope of the documents that may be requested remains uncertain and many wonder if the REQ could, for example, require a copy of a unanimous shareholder agreement that has been registered. As mentioned above, all trusts that operate a trading company in Quebec must register. Below is a list of questions to determine if a trust is carrying on a commercial business. The Act amends, among other things, the Act respecting the legal publicity of companies (chapter P-44.1) (the “Act”) in order, among other things, Since July 1, 2014, the new provisions of the Act respecting the legal publicity of companies require trusts operating a commercial corporation to be registered. From now on, any trust operating a trading company in Quebec will have to register with the REQ. 1 MINISTÈRE DES FINANCES DU QUÉBEC, Tax Havens: An Action Plan for Tax Fairness, [PDF], Sensitive information can now be more readily available to the departments and agencies described above. As the trustee of a trust set up in Québec, you may have received a letter this summer from the Registraire des entreprises du Québec (REQ) informing you of the new measures relating to the registration of trusts set up in Québec.
Below is an overview of the most important provisions you need to know. Stay up to date on our latest articles, training activities and job opportunities. The PFD team can answer all your questions about the status of your trust and will record your trust if necessary. No, because trusts that do not operate a commercial corporation cannot register voluntarily. On October 3, 2019, the Government of Quebec launched a public consultation to gather comments on the measures and solutions envisaged to strengthen corporate transparency. Several business stakeholders and members of the public, including the Canadian Bar Association, the Quebec Branch and the Ordre des comptables professionnels agréés du Québec (CPA), have published pleadings commenting on the government`s proposed measures. In light of the comments received, the City of Québec presented the 2020-2021 budget to the National Assembly on March 10, 2020, which largely includes the measures presented in 2017 and 2019. In addition, with regard to ultimate beneficiaries, it should be noted that, as we presented to you last summer in our article of June 3, 2019 entitled Société de juridiction fédérale : novelty as of June 13, corporations constituted under the Canada Business Corporations Act (chapter C-44) (the “Federal Act”) are now required to keep a register of persons with significant control. This is a list of natural persons who have at least 25% control over the company.
In this respect, the amendments presented in Budget 2020-2021 differ from those in the Federal Act regarding the intention to publish information on ultimate beneficiaries in the REQ, as opposed to the register of persons with significant control at the federal level, which is not accessible to the public from the outset. Several provinces, such as British Columbia, Manitoba, Saskatchewan and Prince Edward Island, have also passed or introduced bills that largely reflect changes to federal legislation. This question is important because the REQ may continue to transmit all or part of the information and documents collected from a government agency, authority or enterprise with which the REQ has already entered into an agreement. The act provided for this right for certain departments and agencies, including Revenu Québec, even before the new amendments came into force. The amendments adopted to the act are now added to this list: although these changes represent progress in terms of corporate transparency, these are just some of the measures presented by the Government of Quebec in its 2017 Action Plan, in its 2019 public consultation and then in its 2020-2021 budget presented on March 10. 2020. The initial registration fee is $319. The annual registration renewal fee is $84. The Société must inform the enterprise registrar of such a move by filing a declaration of updating in accordance with the Act respecting the legal publicity. Family foundations that only hold real estate or shares of a corporation do not need to register if they do not carry out additional activities of a commercial nature.
It would be desirable to seek written confirmation on this particular point. Finally, it should be noted that the name adopted by an LLP or a business corporation must comply with the existing rules on the use of corporate names (Companies Act, Act respecting legal publicity and S.C.C.I.) and the revised Code of Ethics7. These measures, which have been discussed for nearly three years but are not currently in force, are intended to add the obligation for all businesses operating in Québec to provide information on the ultimate beneficiaries, namely: on the natural person(s) exercising at least 25% control over the corporation and to inform the REQ, as well as the possibility for the public to conduct a business search in the REQ, using only the name. and the address of an individual who would act as a director, officer or shareholder.