Courtesy Translation. Guide to the Application for the Correction of Articles Made by a Board of Directors

Transcription

1 RE-510.G-T Courtesy Translation The Registraire des entreprises does not produce an English version of the documents intended for corporations. However, it provides translations of the content of the documents for information purposes. Guide to the Application for the Correction of Articles Made by a Board of Directors Form RE-510, Demande de correction de statuts présentée par le conseil d administration, is used to correct obvious errors in the articles of a corporation governed by the Business Corporations Act (CQLR, c. S-31.1), hereinafter referred to as the BCA. Instead of completing form RE-510, you may use our online services ( to file your application. Please print or use a typewriter to complete the form so that it is legible and suitable for reproduction. Note: If you do not have enough space to provide all the information requested, please attach additional sheets of paper. Indicate the name of the corporation, its Québec enterprise number, hereinafter referred to as NEQ, the form title and section number at the top of each sheet. For more information on the legislative provisions governing the filing of an application for the correction of articles, refer to the BCA and, if necessary, consult a legal adviser. General information If a corporation s articles contain one or more obvious errors, the board of directors may request that they be corrected in accordance with sections 251 and 253 of the BCA, without the authorization of the corporation s shareholders, unless there is a risk that the error(s) will be prejudicial to the rights of the shareholders or creditors. The board of directors must adopt a resolution in which it designates a director or an officer of the corporation to sign the documents required to correct the articles. Obvious error means an error that is evident. Under the BCA, reference, typographical, transcription or similar errors, including spelling mistakes, references to the wrong statute or the wrong section of a statute, incorrectly transcribed names, or texts located in a wrong section or schedule are obvious errors. An illegal provision or an irregularity does not constitute an obvious error. The Registraire des entreprises will refuse to process any application for correction of an illegal provision or an irregularity made using form RE-510. Services Québec 1

2 If there is no risk that the application for correction will be prejudicial to the rights of the shareholders or creditors, the declaration found on the last page of form RE-510 must be filed with form RE-510. The declaration must be signed by the person authorized to sign the application for correction. A person who makes a false statement is guilty of an offence and is liable to a fine of at least $5,000 and no more than $50,000. If the correction of articles could be prejudicial to the rights of shareholders, the shareholders may authorize it by a resolution adopted by all the shareholders whose rights would be prejudiced by the correction, including the shareholders that hold non-voting shares. In the absence of such an authorization, a court judgment is required to authorize the correction of the articles. A certified copy of the shareholders resolution or, where applicable, a copy of the court judgment must be filed with the application for correction. If the correction of the articles could be prejudicial to the rights of the creditors, a court authorization must be filed with the application for correction. The corrected articles must also be filed with the application for correction. They must be signed by the same person(s) who signed the articles being corrected. A correction to the articles is retroactive to the date and, where applicable, the time shown on the certificate related to the articles being corrected unless a judgment orders a later date and, where applicable, time. However, if the date or time of the articles is corrected, the correction is effective as of the corrected date and, where applicable, time, provided that date and, where applicable, time is later than the date on which the Registraire des entreprises initially received the articles being corrected. Other types of errors If you wish to correct an irregularity, illegal provision or error other than an obvious error contained in the articles, you must use form RE-500, Statuts de modification. You must also use form RE-500 if you wish to correct both obvious errors and other types of errors contained in the articles. Errors in the Avis établissant l adresse du siège et la liste des administrateurs must be corrected by filing form RE-200, Déclaration d immatriculation ou déclaration initiale pour une personne morale, if that form has not been filed yet, or form RE-402, Déclaration de mise à jour de correction. Error made by the Registraire des entreprises during the processing of the application Notify the Registraire des entreprises of any error made by the Registraire during the processing of the application. Indicate in a note the type of error and provide the contact information of the person responsible for the application (last name, first name, telephone number and address). There is no fee for correcting such an error. Correction requested by the Registraire des entreprises On the initiative of the Registraire des entreprises or at the request of any interested person, the Registraire may request that a corporation correct an obvious error in the articles deposited in the enterprise register. 2

3 Instructions for completing the form Enter the following information in the spaces provided: the corporation s NEQ; the name shown in the corporation s articles; the version(s) of the name in a language other than French shown in the corporation s articles, if applicable; the type of articles to be corrected; the date on which the articles to be corrected were deposited in the enterprise register. This date usually corresponds to the date written at the bottom of the certificate relating to the articles to be corrected; the date and, where applicable, the time the certificate relating to the articles to be corrected was issued. The date corresponds to that which was assigned to the certificate and that is usually written in the center of that document, and not to the date on which the certificate was deposited in the enterprise register. Particulars Indicate in which section of the articles the errors appear and explain them. Indicate, where applicable, the reference document that specifies the corporation s original intention (for example, The text in Section 3 of the articles of amalgamation contains a transcription error. See the enclosed resolution of the board of directors dated January 1, ). Boxes to be checked Check the appropriate boxes. If you have checked the box(es) indicating that the corrections will not be prejudicial to the rights of shareholders or creditors, you must enclose with the articles the Déclaration relative à une demande de correction présentée par le conseil d administration, which is on the last page of form RE-510. Indicate the name of the corporation as it appears in Part 1 of form RE-510. If you have checked the box indicating that the corrections could be prejudicial to the rights of shareholders and that the shareholders have authorized the corrections, you must enclose with the articles a certified copy of the shareholders resolution providing such authorization. In the absence of such a resolution, you must file a copy of the court judgment authorizing the correction of the articles. If you have checked the box indicating that the corrections could be prejudicial to the rights of creditors, you must enclose with the articles, a copy of the court judgment authorizing the correction of the articles. Signature Indicate the first name and last name of the director or officer authorized to sign the application for correction and have the person sign it. Documents to be submitted You must enclose the following documents with the application for the correction of articles: the corrected articles, including schedules; the certificate containing an error, where applicable. 3

4 You must also enclose one or more of the following documents with your application, depending on your situation: the Déclaration relative à une demande de correction présentée par le conseil d administration if the corrections will not be prejudicial to the rights of shareholders or creditors; a certified copy of the unanimous resolution of the shareholders if the corrections could be prejudicial to their rights and the shareholders have authorized the corrections; a copy of the judgment authorizing the correction of the articles if the corrections could be prejudicial to the rights of shareholders and the shareholders have not authorized them by a unanimous resolution, or if the corrections could be prejudicial to the rights of creditors. Note: You must enclose payment of the prescribed fee for an application for the correction of articles (see the section Fees and terms of payment ). There is no additional fee for a new certificate resulting from the correction issued by the Registraire des entreprises. Where to send documents The application for correction and other required documents must be sent by mail to the following address: Registraire des entreprises Services Québec C. P. 1153, succursale Terminus Québec (Québec) G1K 7C3 Please enclose with the documents a note in which you will indicate the contact information of the person responsible for the application (last name, first name, telephone number and address). If you are requesting priority service, mention this in the note as well as on the envelope. The information provided will be used solely for the purposes of the application and will not be entered in the enterprise register. Fees and terms of payment See form RE-101, Tarifs et modalités de paiement, on the website of the Registraire des entreprises. Once your application is filed After receiving the application for correction and other prescribed documents, the Registraire des entreprises records the date of receipt and reviews the application. If the application is compliant and complete, and the fees have been paid, the Registraire replaces the incorrect articles with the corrected ones. If the correction of the articles makes it necessary to correct information on the certificate relating to the incorrect articles, the Registraire issues a new certificate. In particular, a new certificate is issued if the error concerned the name of the corporation or the date to be assigned to the certificate. Subsequently, the Registraire des entreprises deposits the corrected articles and, where applicable, the new certificate in the register. 4

5 The Registraire des entreprises sends a copy of the new certificate to the representative of the corporation only if the old one had to be corrected. The persons concerned are responsible for verifying the lawfulness and accuracy of the content of the application for correction and other documents sent to the Registraire des entreprises. They must also verify the corporation s information shown in the enterprise register on the website of the Registraire des entreprises at For more information Visit our website at You can also consult your file online at any time using your Québec enterprise number (NEQ). 5