Companion guide for enterprises wishing to obtain or renew an authorization to enter into a public contract/subcontract

Transcription

1 Companion Guide - Public Contracts (paper form) - Mai 2017.docx Companion guide for enterprises wishing to obtain or renew an authorization to enter into a public contract/subcontract Mai 2017

2 INTRODUCTION 4 WHO SHOULD USE THIS GUIDE? 5 FRAMEWORK GOVERNING ENTERPRISES WISHING TO OBTAIN OR RENEW AN AUTHORIZATION TO ENTER INTO A PUBLIC CONTRACT/SUBCONTRACT 5 OBTAINING AN AUTHORIZATION 8 STEPS TO FOLLOW FOR THE APPLICATION FOR AUTHORIZATION 9 STEP A APPOINTING A RESPONDENT 10 STEP B PREPARING AND SENDING THE APPLICATION FOR AUTHORIZATION 10 PART 1 GENERAL INFORMATION 11 PART 2 IDENTITY AND CONTACT INFORMATION OF THE APPLICANT 11 PART 3 INFORMATION ABOUT THE CONTRACT (IF APPLICABLE) 13 PART 4 INFORMATION ABOUT THE RESPONDENT 13 PART 5 DECLARATION OF THE APPLICANT 14 PART 6 SIGNATURE 14 PART 7 ADDITIONAL CONSENT 14 PART 8 DOCUMENTS TO BE PROVIDED 14 PART 9 SENDING THE FORM 17 STEP C RECEIVING THE AUTHORIZATION TO DISCLOSE THE ENTERPRISE S BUSINESS RELATIONSHIPS 17 STEP D DISCLOSING THE ENTERPRISE S BUSINESS RELATIONSHIPS 18 DISCLOSING THE PROPER BUSINESS RELATIONSHIPS 18 SUPPORTING DOCUMENTS 22 SECURITY CLEARANCE REPORTS 23 RENEWAL 24 STEPS TO FOLLOW FOR THE APPLICATION FOR RENEWAL OF AUTHORIZATION 25 STEP A RECEIVING YOUR RENEWAL KIT 26 STEP B FILLING OUT THE DECLARATIONS REGARDING RELATED NATURAL PERSONS/ ENTITIES AND ESTABLISHMENTS 26 STEP C FILLING OUT THE APPLICATION FOR RENEWAL 27 PART 1 GENERAL INFORMATION 27 PART 2 IDENTITY AND CONTACT INFORMATION OF THE APPLICANT 27 PART 3 INFORMATION ABOUT THE CONTRACT (IF APPLICABLE) 29 PART 4 INFORMATION ABOUT THE RESPONDENT 29 PART 5 DECLARATION OF THE APPLICANT 30 PART 6 SIGNATURE 30 PART 7 ADDITIONAL CONSENT 30 PARTIE 8 DOCUMENTS TO BE PROVIDED 30 STEP D SENDING THE APPLICATION FOR RENEWAL AND BUSINESS RELATIONSHIPS UPDATES 33 2

3 RECEIPT AND ANALYSIS OF THE APPLICATION FOR RENEWAL OF AUTHORIZATION 33 NON-RENEWAL 34 STEPS TO FOLLOW FOR AN APPLICATION FOR NON-RENEWAL 35 STEP A FILLING OUT AND SENDING THE APPLICATION FOR NON-RENEWAL 36 PART 1 GENERAL INFORMATION 36 PART 2 IDENTITY AND CONTACT INFORMATION OF THE APPLICANT 36 PART 3 SIGNATURE 37 PART 4 SENDING THE FORM 37 AMF DECISION 38 WAITING FOR THE DECISION 39 ANALYSIS OF THE APPLICATION FOR ISSUANCE OR RENEWAL OF AN AUTHORIZATION 39 AMF DECISION 39 FOLLOWING UP ON THE AUTHORIZATION 39 MAKING CHANGES TO THE INFORMATION PROVIDED 39 TIME LIMIT FOR INFORMING THE AMF OF CHANGES 40 NOTIFYING THE AMF ABOUT CHANGES 40 CHANGES THAT MUST BE COMMUNICATED TO THE AMF 40 SCHEDULE I RELATIONSHIPS TO BE DISCLOSED BASED ON THE ENTERPRISE S LEGAL FORM 42 LEGAL FORM: NATURAL PERSON OPERATING A SOLE PROPRIETORSHIP 42 LEGAL FORM: PARTNERSHIP 43 LEGAL FORM: LEGAL PERSON 44 RELATIONSHIPS COMMON TO ALL LEGAL FORMS 45 3

4 Introduction 4

5 Who should use this guide? Following the enactment of the Integrity in Public Contracts Act (S.Q. 2012, c. 25), which amends, among other statutes, An Act respecting contracting by public bodies (R.S.Q. c. C-65.1) (the ACPB ), certain enterprises must disclose information to the Autorité des marchés financiers (the AMF or the Authority ) in order to obtain or renew an authorization to enter into a public contract/subcontract. This guide is intended to assist those enterprises with the application process. The guide provides detailed explanations for each step of the process for obtaining or renewing an authorization to enter into a public contract/subcontract. In order to familiarize themselves with all the statutory and regulatory obligations of enterprises subject to the ACPB, enterprises should read: the Integrity in Public Contracts Act; the amended ACPB; the Conseil du trésor decision entitled Fee related to an application for authorization filed by an enterprise with the Autorité des marchés financiers for public contracts and subcontracts (the Fee Decision ); the Regulation of the Autorité des marchés financiers under an Act respecting contracting by public bodies (the Regulation ). These documents are available on the AMF website under Other AMF mandates / Public Contracts at Framework governing enterprises wishing to obtain or renew an authorization to enter into a public contract/subcontract Background The Integrity in Public Contracts Act, which was assented to on December 7, 2012, provides an audit system for ascertaining whether enterprises that wish to enter into a contract with a public body, including a municipality, meet the high standards of integrity that the public is entitled to expect from a party to a public contract or subcontract. Under this statute, an enterprise that wishes to enter into such a contract or subcontract must obtain the AMF s authorization. Enterprises governed by the legislation The word enterprise means a legal person established for a private interest, a general, limited or undeclared partnership or a natural person who operates a sole proprietorship. For the time being, the requirement to hold an authorization does not apply to all enterprises. Given the large number of enterprises that wish to enter into public contracts or subcontracts in Québec, the Government of Québec intends to phase in the Integrity in Public Contracts Act. Over time, it will designate, by order in council, the values and categories of contracts and subcontracts that will be subject to the obligation to obtain an AMF authorization. Please consult the AMF website to determine whether this obligation concerns you. 5

6 Time limit for submitting an application for authorization Save where excepted by Government order in council, an enterprise that responds to a call for tenders for a public contract or subcontract must have obtained its authorization on the date it submits its bid, unless the call for tenders specifies a different date which precedes the date the contract is entered into. An enterprise that enters into a public contract or subcontract must have obtained its authorization on the date the contract or subcontract is entered into. In the case of a consortium, every enterprise comprising the consortium must hold an authorization on that date. If the contract or subcontract is entered into, the authorizations must be maintained throughout the contract or subcontract. The application for authorization must be in the form prescribed by the AMF. It must be filed together with the information and documents prescribed by the Regulation and the fee determined in the Fee Decision. Documents to consult before filing an application for authorization The following documents provide detailed information and should be consulted by an enterprise that wishes to file an application: The ACPB Scope and purpose of the ACPB; Issuance of an authorization; Decisions pertaining to an authorization; General obligations of enterprises; Functions and powers of the AMF; Penal provisions, etc. The Regulation Information and documents required in order for an application for authorization to be considered admissible and complete; Prescribed time limits for notifying the AMF of any change to the information provided at each step of the application process; Information contained in the Register of authorized enterprises, etc. The Fee Decision Fee required from an enterprise applying to the AMF for authorization under the ACPB. AMF Decision The AMF may refuse to grant or renew an authorization or may revoke an authorization if the enterprise fails to meet the high standards of integrity that the public is entitled to expect from a party to a public contract or subcontract. Duration of validity of an authorization An authorization granted to an enterprise is valid for three years. 6

7 Register of authorized enterprises All enterprises holding an authorization issued by the AMF appear on the Register of authorized enterprises. This register, which is maintained in accordance with section of the ACPB, contains the following information: The name of the authorized enterprise; The names under which it carries on activities; Its Québec enterprise number assigned by the Enterprise registrar (the Enterprise Registrar ); The contact information for the head office of the enterprise; The client number assigned by the AMF. The Register of authorized enterprises is available on the AMF website under Other AMF mandates / Public Contracts at Time limit for notifying the AMF of any change to information An enterprise holding an authorization must notify the AMF of any change to information previously provided no later than 15 days following the end of the month during which the change took place. The changes must be sent using the form provided by the AMF and, if applicable, together with the information and documents prescribed by the Regulation and the fee determined by decision of the Conseil du trésor. Time limit for filing an application for renewal of an authorization An enterprise must file an application for renewal in order to remain on the Register of authorized enterprises. The application for renewal must be filed with the AMF at least 90 days before the authorization is to expire. An enterprise must file an application for renewal in order to remain on the Register of authorized enterprises. The application for renewal must be filed with the AMF at least 90 days before the authorization is to expire. An enterprise must file an application for renewal in order to remain on the Register of authorized enterprises. The application for renewal must be filed with the AMF at least 90 days before the authorization is to expire. If the application is received at least 90 days before the authorization is to expire, the authorization will remain valid until the AMF rules on the application for renewal, unless the authorization is revoked in the meantime. However, if the application is not received at least 90 days before the authorization is to expire, the enterprise will be removed from the Register of authorized enterprises on the expiry date of the authorization. As a result, it will no longer be able to enter into new public contracts/subcontracts during this period. However, it will be able to continue to perform any contracts/subcontracts in progress until the AMF rules on the application for renewal. 7

8 Obtaining an authorization 8

9 Steps to follow for the application for authorization By following the steps set out below, enterprises can ensure that the AMF has all the information and documents required to analyze an application for authorization to enter into a public contract/subcontract. Each step is explained in detail in the following sections of this guide. Step A Step B Step C Step D Appointing a respondent Preparing and sending the Application for authorization Receiving the authorization to disclose the enterprise s business relationships Disclosing the enterprise s business relationships 9

10 Step A Appointing a respondent An enterprise that wishes to enter into a contract with a public body must appoint a natural person who acts as respondent pursuant to section of the ACPB: The application for authorization must be filed with the Authority by the natural person who is the operator if it is for a sole proprietorship, by a director or an officer if it is for a legal person and by a partner if it is for a partnership. The person filing the application acts as respondent for the purposes of this chapter. Concept and role of respondent The respondent is the person authorized to send the documents with which the enterprise fulfills its statutory and regulatory obligations (application for authorization, updating of information, application for renewal of an authorization, etc.). The respondent must be the natural person who operates the enterprise if it is a sole proprietorship, a director or an officer of the enterprise if it is a legal person, or a partner of the enterprise if it is a partnership. In order to carry out his or her functions, the respondent must therefore have access to information and documents at the enterprise s head office and at each of its establishments. The respondent s appointment must be confirmed by an official document from the enterprise. Throughout the application process, and as long as the enterprise holds an authorization, the respondent will be the only person with whom the AMF communicates when necessary. Step B Preparing and sending the Application for authorization For an enterprise to obtain an authorization, the respondent appointed by the enterprise must first complete the Authorization or renewal of authorization to enter into a public contract or subcontract form, which is available on-line in the Other AMF mandates / Public Contracts section of the AMF s website. In order to facilitate processing of your application for authorization, please ensure that the enterprise s file with the Commission de la construction du Québec (CCQ), the Régie du bâtiment du Québec (RBQ) and the Enterprise Registrar is up to date. Unless otherwise stated, all fields of the application for authorization must be filled out. 10

11 Part 1 General information Type of application Please check only one box, depending on whether you are applying for the issuance of an authorization or for the renewal of an existing authorization. Part 2 Identity and contact information of the applicant Please ensure that the information entered on this page matches the information currently in the register maintained by the Enterprise Registrar (the Enterprise Register ). If the information in the Enterprise Register is not up to date, please make the necessary modifications and provide us with a document of the update. Full name Please state the principal name used by the enterprise. Quebec enterprise number (NEQ) Please state the Quebec enterprise number assigned to your enterprise by the Enterprise Registrar. This is a 10-digit number. If you do not have a Quebec enterprise number because you are a foreign enterprise, you do not have to fill out this field. Address of head office Please state the address of the enterprise s head office, including telephone and fax numbers. Please note that a post office box is not an acceptable address for the head office. Mailing address Please state the enterprise s mailing address if it differs from the head office address. All communications will be sent to this address. Language of correspondence Please state whether it is preferable that communications with the enterprise be in French or in English. It is important to remember that the AMF communicates primarily with the enterprise s respondent. The language of correspondence should therefore reflect the respondent s preference. It should be noted, however, that all official AMF decisions are issued only in French. 11

12 Legal form Please state the legal form of your enterprise, either Natural person operating a sole proprietorship, Partnership, Legal person or Other. The legal form selected in the application for authorization must match the legal form recorded in the Enterprise Register. The following are examples of legal forms that fall within these categories: Legal person Corporation; Limited (Ltd.); Incorporated (Inc.) Partnership Association; Limited partnership; General partnership. Natural person operating a sole proprietorship Self-employed worker; Sole proprietorship. Other legal form Joint venture. Number of shareholders or partners Please state the total number of shareholders or partners of the enterprise, including shareholders who are not majority shareholders. Nature of activities Please state the nature of the activities of the enterprise seeking an authorization (for example, construction, engineering services, computer services, etc.). The information provided must match the information in the Enterprise Register. Number of attestation from Revenu Québec Please state the number of the attestation issued by Revenu Québec to the enterprise. Enter only the first 10 characters. Licence number assigned by the Régie du bâtiment du Québec (RBQ) Please state the licence number assigned by the Régie du bâtiment du Québec. This is an 8-digit to 10-digit number. 12

13 Other names Current names Please state all the other names under which the enterprise currently carries on its activities. If the enterprise is entered in the Enterprise Register, the information provided in the application must match the information in the register. Former names Please state all the other names that are no longer in effect and under which the enterprise carried on its activities in the past five years. If the enterprise is entered in the Enterprise Register, the information provided must match the information in the register. Part 3 Information about the contract (if applicable) If the application is being made so the enterprise can respond to a call for tenders that has already been posted, please provide all requested information regarding the call for tenders. If not, you need not fill out this section. If your application is not being made in response to a call for tenders that has been posted, it will not be processed on a priority basis. Part 4 Information about the respondent Identity of the respondent In this section, please provide the gender, last name(s), first name(s) and date of birth of the person appointed as respondent. Functions of the respondent at the enterprise Please state the respondent s functions at the enterprise. The choice(s) should be made based upon the legal form of the enterprise stated in part 2. Therefore, the respondent is necessarily the natural person who operates the enterprise if it is a sole proprietorship, a director or an officer of the enterprise if it is a legal person, or a partner or officer of the enterprise if it is a partnership. Home address of the respondent Please provide the respondent s home address, whether it is in Québec, elsewhere in Canada or in another country. Although providing an address is optional, it is strongly suggested that you provide one in order to facilitate communications between the AMF and the enterprise. Mailing address of the respondent Please provide the respondent s mailing address, whether it is in Québec, elsewhere in Canada or in another country. 13

14 Part 5 Declaration of the applicant You must answer all the questions in part 5 of the form. If one of these questions is left unanswered, the form will be returned to the enterprise. If you answer yes to one of these questions, follow the instructions in order to provide the necessary information and fill out the appropriate section of the form. The list of offences is set out in Schedule 1 to the ACPB, available on the AMF s website. Part 6 Signature The respondent is the only person authorized to sign the application for authorization. Part 7 Additional consent Where the application for authorization is being filed by a foreign enterprise, namely, an enterprise that is not constituted under the laws of Québec and does not have its head office or an establishment in Québec where it primarily conducts its activities, an additional consent is required pursuant to subparagraphs (1) and (2) of section 5 of the Regulation. Part 8 Documents to be provided The enterprise must keep a copy of all documents it sends to the AMF. The application for authorization must be filed together with certain required supporting documents. If you are unable to provide one of the required documents, instead of the document in question please include a document explaining the reason you are unable to provide it. Remittance slip The fee related to an application for authorization to enter into public contracts/subcontracts filed by an enterprise with the AMF is provided for in the Fee Decision. To be considered admissible, the application for authorization must be filed with the payment of a $421 fee. The fee may be paid by cheque (payable to the Autorité des marchés financiers) or by credit card, using the Remittance slip form. The AMF does not accept remittance slips sent by or by fax. Please note that the fee is not refundable. 14

15 Document confirming the appointment of the respondent You must provide an official document from the enterprise appointing the respondent. This document may be a resolution of the board of directors or the shareholders, a mandate or a power of attorney from the sole proprietor of the enterprise. Organization chart outlining the structure of the enterprise The applicant must disclose its shareholding in an organization chart outlining its entire structure and including, if applicable, the names of its subsidiaries, shareholders (natural persons and legal persons), parent company and any subsidiaries of the parent company. The organization chart must also indicate the relationships between these enterprises and/or natural persons, as well as the percentage of voting shares they hold. The total of the percentages must add up to 100%. Example: Financial statements for the latest fiscal year Provide the audited financial statements for the latest fiscal year of the enterprise. If the enterprise does not have audited financial statements, the AMF requires at least a review engagement report on the financial statements for the latest fiscal year. A notice to reader alone will not be accepted. 15

16 Attestation from Revenu Québec If the enterprise has an establishment in Québec, you must provide an attestation from Revenu Québec. The attestation states that the enterprise has filed the returns and the reports that it was required to file under fiscal laws and that it has no overdue account payable to the Minister of Revenue, including when recovery of an account has been legally suspended or arrangements have been made with the enterprise to ensure payment and the enterprise has not defaulted on the payment arrangements. The attestation must have been issued not more than 30 days before the date on which the enterprise s application for authorization is filed with the AMF. If you are a foreign enterprise, you must provide a tax attestation stating that your enterprise has filed the returns and the reports that it was required to file under the fiscal laws of its country of origin. Good conduct certificate / criminal and penal court record of the enterprise (if applicable) The Regulation stipulates that, in the case of an enterprise that is not constituted under the laws of Québec and does not have its head office or an establishment in Québec where it primarily conducts its activities (foreign enterprise), the AMF must be provided with a good conduct certificate, issued by the local authorities, including a government or a government department or agency. However, in the case of an enterprise whose head office is not located in Québec, the AMF must be provided with one of the following documents: a good conduct certificate in respect of the enterprise, issued by the local authorities, including a government or a government department or agency; if you are unable to provide a good conduct certificate, please provide a sworn letter signed by the respondent or an officer of the enterprise declaring, first, that the necessary steps to obtain these documents were taken and, second, that, during the past five years, the enterprise was not: - prosecuted for or found guilty, in Canada or abroad, of an offence listed in Schedule I of the ACPB or a similar offence; - prosecuted for or found guilty, in Canada or abroad, of any criminal or penal offence committed in the course of its business. According to the Regulation, the location of the enterprise and the persons referred to means the Canadian province or territory or other jurisdiction where the enterprise primarily conducts its activities or, in the case of a natural person, where he or she is domiciled. By way of information, good conduct certificate means a police certificate, a criminal background check, a criminal record check, a police check or a Canadian Police Information Centre (CPIC) check. If you are not able to produce the criminal and penal court record of the enterprise at the time of submitting the application for authorization, please provide instead a letter of commitment stating that you have taken the necessary steps to obtain the document and that it will be promptly submitted once received. Please note that authorization will not be granted until the criminal and penal court record of the enterprise has been received. 16

17 Governance and oversight measures implemented by the applicant In exercising its powers conferred under the ACPB, the AMF must, in particular, ensure that the enterprise meets high standards of integrity. To do so, the analysis of the enterprise s governance, ethical standards and related internal processes becomes an important consideration. Therefore, if your enterprise has established governance measures (code of ethics, training program, governance committee, etc.), please disclose them and send us the related documentation with the application for authorization. Part 9 Sending the form Once the application has been filled out and all the required documents have been gathered, the enterprise must mail the application and required documents, together with its payment, to the following address: Autorité des marchés financiers Direction des contrats publics et des entreprises de services monétaires Place de la Cité Tour Cominar 2640, boul. Laurier, bureau 400 Québec (Québec) G1V 5C1 Please note that the AMF does not accept remittance slips sent by or by fax. Step C Receiving the authorization to disclose the enterprise s business relationships Once the AMF has analyzed the application for authorization to enter into a public contract/subcontract and has determined that it is complete and complies with applicable requirements, an AMF agent will inform the respondent that he or she can now disclose the natural persons and entities with which the enterprise has a relationship. To this end, the AMF will send the necessary forms to the respondent, by or regular mail. Once the respondent has received the business relationship disclosure forms, he or she will be in a position to continue the application process. 17

18 Step D Disclosing the enterprise s business relationships An enterprise that files an application for authorization must provide a list of the natural persons and/or entities that have a relationship with the enterprise as well as a list of its establishments. The expression natural persons and/or entities that have a relationship with the enterprise means natural persons and/or entities with which the enterprise has a business relationship. Disclosing the proper business relationships The enterprise must now disclose all its business relationships, based on its legal form. The three relationship levels Level 1 always refers to the applicant. Level 2 refers to all the natural persons/entities that have a business relationship with the applicant. Level 3 refers to all the natural persons/entities that have a business relationship with level 2 entities that have control over the applicant. For more details, please refer to Appendix I of this guide. Please pay particular attention to the names you disclose so as to ensure that they are identical in all your documents (relationships disclosed, identification papers and declaration forms) and good conduct certificates, where applicable. 18

19 Level 1 Applicant Natural persons/entities that have a relationship with the applicant: Level 2 Respondent Natural person operating a sole proprietorship Officer who has control over the applicant Officer who does not have control over the applicant Director of the applicant Shareholder (natural person) who has control over the applicant Shareholder (entity) that has control over the applicant Partner (natural person) who has control over the applicant Partner (entity) that has control over the applicant Other natural person who has control over the applicant Other entity that has control over the applicant Lender (natural person) Lender (entity) Financial institution Establishment Natural persons/entities that have a relationship with entities that control the applicant: Level 3 Officer who has control over the entity Director of the entity Shareholder (natural person) who has control over the entity Shareholder (entity) that has control over the entity Partner (natural person) who has control over the entity Partner (entity) that has control over the entity Settlor (natural person) of the trust Settlor (entity) of the trust Trustee (natural person) of the trust Trustee (entity) of the trust Other natural person who has control over the entity Other entity that has control over the entity By way of information, and in order to help you disclose relationships: director means any person who is a member of the board of directors of the enterprise; officer who has control means the president, the general manager, the chief executive officer, the chief financial officer, the chief operating officer or any other person acting in a similar capacity, whether or not he is a member of the board of directors; officer who does not have control means an officer who has no decision-making power and does not participate in decisions related to the orientations of the enterprise; 19

20 partner means the principal partners of a partnership who have a decision-making power and participate in decisions related to the orientations of the enterprise; shareholder means the three principal shareholders who each hold 10% or more of the voting rights. It should be noted that the AMF may, pursuant to the ACPB, require additional information about persons or entities not covered by these definitions. Relationships with the applicant (level 2 natural person) The enterprise must submit this form for any level 2 natural person who has direct or indirect legal or de facto control over the applicant. In the case of a natural person operating a sole proprietorship: Natural person who operates the enterprise as a sole proprietorship; Other natural person who has control over the applicant, where applicable. In the case of a partnership: Partner (natural person) who has control over the applicant; Officer who has control over the applicant, where applicable; Officer who does not have control over the applicant, where applicable; Other natural person who has control over the applicant, where applicable. In the case of a legal person: Officer who has control over the applicant; Officer who does not have control over the applicant, where applicable; Director of the applicant; Shareholder (natural person) who has control over the applicant; Other natural person who has control over the applicant, where applicable. Each form must be submitted with the appropriate supporting documents. Relationships with the applicant (level 2 entity) The enterprise must submit this form for any level 2 entity that has direct or indirect legal or de facto control over the applicant. In the case of a legal person: Shareholder (entity) that has control over the applicant; Other entity that has control over the applicant, where applicable. In the case of a partnership: Partner (entity) that has control over the applicant; Other entity that has control over the applicant, where applicable. In the case of a natural person operating a sole proprietorship: Other entity that has control over the applicant, where applicable. Each form must be submitted with the appropriate supporting documents. 20

21 Relationships with the entity that has control over the applicant (level 3 natural person) The enterprise must submit this form for any level 3 natural person who has direct or indirect legal or de facto control over a level 2 entity that has control over the applicant. Officer who has control over the entity, where applicable; Director of the entity, where applicable Shareholder (natural person) who has control over the entity, where applicable; Partner (natural person) who has control over the entity, where applicable; Settlor (natural person) of the trust, where applicable; Trustee (natural person) of the trust, where applicable; Other natural person who has control over the entity, where applicable. Each form must be submitted with the appropriate supporting documents. Relationships with the entity that has control over the applicant (level 3 entity) The enterprise must submit this form for any level 3 entity that has direct or indirect legal or de facto control over a level 2 entity that has control over the applicant. Shareholder (entity) that has control over the entity, where applicable; Partner (entity) that has control over the entity, where applicable; Settlor (entity) of the trust, where applicable; Trustee (entity) of the trust, where applicable; Other entity that has control over the entity, where applicable. Each form must be submitted with the appropriate supporting documents. Lender (natural person) If required, please provide a form for each lender (natural person) with whom the enterprise has entered into an agreement for the loan of money or property. You must indicate the loan amount on each form. Each form must be submitted with the appropriate supporting documents. Lender (entity) If required, please provide a form for each lender (entity) with whom the enterprise has entered into an agreement for the loan of money or property. You must indicate the loan amount on each form. Please note that lenders that are financial institutions or lending companies need not fill out this form. Each form must be submitted with the appropriate supporting documents. Financial institution You must provide a form for each financial institution with which the enterprise conducts business. The financial institutions concerned are those that provide banking or financial services to the enterprise. For example, the enterprise must disclose the financial institutions with which it has a bank account or a loan. 21

22 Addresses and establishments of the applicant Where required, please provide a form for each of the enterprise s addresses as well as for the addresses of all its establishments over the past five years. Officer who does not have control over the applicant Please provide a form for each officer of the enterprise who does not have control over it. Supporting documents Valid proof of identity Each natural person declared in a form must provide a copy of valid identification issued by a government or a government department or agency and showing the person s name and date of birth. For example, a driver s licence or health insurance card is considered acceptable identification. Each form contains a space for providing the identification required for each person. We suggest you place the original of the identification in the space provided and photocopy the form so you can then fill out the photocopy. You may also provide a copy of the identification on a separate sheet. To facilitate processing of the application, it is important to staple the copy of the identification to the form. Good conduct certificate / criminal and penal court record (if applicable) These documents must be provided to the AMF in the case of an enterprise that does not have its head office in Québec and was declared to be part of the enterprise s business relationships. By way of information, see Good conduct certificate criminal and penal court record of the enterprise in step 2 of the guide. You must also provide a good conduct certificate issued by the local authorities, including a government or a government department or agency, in respect of the persons listed below if they do not reside in Québec, even if the enterprise is constituted under the laws of Québec, or has its head office or an establishment in Québec. The persons in question are those referred to in sections and of the ACPB, including; a natural person operating a sole proprietorship; an officer; a director; a partner; a shareholder; a natural person who has direct or indirect ownership or control of the enterprise; a settlor; a trustee. 22

23 The procedure to be followed to get a good conduct certificate is available on the Government of Canada website: If you are not able to produce certain good conduct certificates at the time of disclosing the enterprise s business relationships, please provide instead a letter of commitment stating that you have taken the necessary steps to obtain the documents and that they will be promptly submitted once received. Please note that authorization will not be granted until the good conduct certificates have been received. Security clearance reports A security clearance report will have to be issued for each of the natural persons/entities that filled out one of the following forms: Relationships with the applicant (level 2 natural person) Relationships with the applicant (level 2 entity) Relationships with the applicant (level 3 natural person) Relationships with the applicant (level 3 entity) The fee for a security clearance report is $211 per natural person or entity that is being audited pursuant to Chapter V.2 of the ACPB and is payable only once, even if the person or entity was declared in more than one business relationship. The enterprise will receive an invoice once the AMF has completed its analysis of the business relationships. The fee may be paid by cheque (payable to the Autorité des marchés financiers) or by credit card, using the Remittance slip form. No authorization will be issued until the fee has been paid. The fee is not refundable. 23

24 Renewal 24

25 Steps to follow for the application for renewal of authorization By following the steps below, enterprises can ensure that the AMF has all the information and documents required to analyze an application for renewal of authorization to enter into a public contract/subcontract. Each step is explained in detail in the following sections of this guide. Please note that updating the enterprise's business relationships is mandatory and must be done at the same time as the application for renewal. Step A Step B Step C Step D Receiving your Renewal Kit Filling out the declarations regarding related natural persons/entities and establishments Filling out the application for renewal Sending the application for renewal and business relationship updates 25

26 Step A Receiving your Renewal Kit Enterprises wishing to renew authorization to enter into a public contract or subcontract must fill out the renewal application form and ensure that their lists of related natural persons and/or entities and their lists of establishments are up-to-date. A related person (natural and legal) means any natural person or entity with whom the enterprise has a business relationship. An AMF authorization agent will send the enterprise a renewal kit containing the following: A letter indicating the documents to be submitted and the forms to be filled out. A file containing the list of all active business relationships the enterprise has disclosed to the AMF. The Authorization or Renewal of Authorization to Enter into a Public Contract/Subcontract form. The declarations regarding related natural persons, related entities, establishments and financial institutions. Remittance slips. Step B Filling out the declarations regarding related natural persons/ entities and establishments Once the enterprise has received all documents, it must fill out the declaration forms regarding related natural persons and/or entities and its establishments. Refer to Step D Disclosing the enterprise s business relationships in the section Obtaining an authorization for information about business relationships to be disclosed. Please note that as part of the application for renewal, the declarations, identification and good conduct certificates (where required) must be provided again for each natural person and/or entity with which the enterprise has a relationship. 26

27 Step C Filling out the application for renewal Once the documents are completed, the enterprise must fill out the Authorization or Renewal of Authorization to Enter into a Public Contract/Subcontract form. In order to facilitate processing of your application for renewal, please ensure that the enterprise s file with the Commission de la construction du Québec (CCQ), the Régie du bâtiment du Québec (RBQ) and the Enterprise Registrar is up to date. Unless otherwise stated, all fields of the application for renewal must be filled out. Part 1 General information Type of application Please check only one box, depending on whether you are applying for the issuance of an authorization or for the renewal of an existing authorization. Part 2 Identity and contact information of the applicant Please ensure that the information entered on this page matches the information currently in the register maintained by the Enterprise Registrar (the Enterprise Register ). If the information in the Enterprise Register is not up to date, please make the necessary modifications and provide us with a document of the update. Full name Please state the principal name used by the enterprise. Quebec enterprise number (NEQ) Please state the Quebec enterprise number assigned to your enterprise by the Enterprise Registrar. This is a 10-digit number. If you do not have a Quebec enterprise number because you are a foreign enterprise, you do not have to fill out this field. Address of head office Please state the address of the enterprise s head office, including telephone and fax numbers. Please note that a post office box is not an acceptable address for the head office. Mailing address Please state the enterprise s mailing address if it differs from the head office address. All communications will be sent to this address. 27

28 Language of correspondence Please state whether it is preferable that communications with the enterprise be in French or in English. It is important to remember that the AMF communicates primarily with the enterprise s respondent. The language of correspondence should therefore reflect the respondent s preference. It should be noted, however, that all official AMF decisions are issued only in French. Legal form Please state the legal form of your enterprise, either Natural person operating a sole proprietorship, Partnership, Legal person or Other. The legal form selected in the application for renewal must match the legal form recorded in the Enterprise Register. The following are examples of legal forms that fall within these categories: Legal person Corporation; Limited (Ltd.); Incorporated (Inc.) Partnership Association; Limited partnership; General partnership; Natural person operating a sole proprietorship Self-employed worker; Sole proprietorship; Other legal form Joint venture; Number of shareholders or partners Please state the total number of shareholders or partners of the enterprise, including shareholders who are not majority shareholders. Nature of activities Please state the nature of the activities of the enterprise seeking an authorization (for example, construction, engineering services, computer services, etc.). The information provided must match the information in the Enterprise Register. Number of attestation from Revenu Québec Please state the number of the attestation issued by Revenu Québec to the enterprise. Enter only the first 10 characters. Licence number assigned by the Régie du bâtiment du Québec (RBQ) Please state the licence number assigned by the Régie du bâtiment du Québec. This is an 8-digit to 10-digit number. 28

29 Other names Current names Please state all the other names under which the enterprise currently carries on its activities. If the enterprise is entered in the Enterprise Register, the information provided in the application must match the information in the register. Former names Please state all the other names that are no longer in effect and under which the enterprise carried on its activities in the past five years. If the enterprise is entered in the Enterprise Register, the information provided must match the information in the register. Part 3 Information about the contract (if applicable) If the application is being made so the enterprise can respond to a call for tenders that has already been posted, please provide all requested information regarding the call for tenders. If not, you need not fill out this section. If your application is not being made in response to a call for tenders that has been posted, it will not be processed on a priority basis. Part 4 Information about the respondent Identity of the respondent In this section, please provide the gender, last name(s), first name(s) and date of birth of the person appointed as respondent. Functions of the respondent at the enterprise Please state the respondent s functions at the enterprise. The choice(s) should be made based upon the legal form of the enterprise stated in part 2. Therefore, the respondent is necessarily the natural person who operates the enterprise if it is a sole proprietorship, a director or an officer of the enterprise if it is a legal person, or a partner or officer of the enterprise if it is a partnership. Home address of the respondent Please provide the respondent s home address, whether it is in Québec, elsewhere in Canada or in another country. Although providing an address is optional, it is strongly suggested that you provide one in order to facilitate communications between the AMF and the enterprise. Mailing address of the respondent Please provide the respondent s mailing address, whether it is in Québec, elsewhere in Canada or in another country. 29

30 Part 5 Declaration of the applicant You must answer all the questions in part 5 of the form. If one of these questions is left unanswered, the form will be returned to the enterprise. If you answer yes to one of these questions, follow the instructions in order to provide the necessary information and fill out the appropriate section of the form. The list of offences is set out in Schedule 1 to the ACPB, available on the AMF s website. Part 6 Signature The respondent is the only person authorized to sign the application for renewal. Part 7 Additional consent Where the application for renewal is being filed by a foreign enterprise, namely, an enterprise that is not constituted under the laws of Québec and does not have its head office or an establishment in Québec where it primarily conducts its activities, an additional consent is required pursuant to subparagraphs (1) and (2) of section 5 of the Regulation. Partie 8 Documents to be provided The enterprise must keep a copy of all documents it sends to the AMF. The application for renewal of authorization must be filed together with certain required supporting documents. If you are unable to provide one of the required documents, instead of the document in question please include a document explaining the reason you are unable to provide it. Remittance slip The fee related to an application for renewal of authorization to enter into public contracts/subcontracts filed by an enterprise with the AMF is provided for in the Fee Decision. To be considered admissible, the application for renewal of authorization must be filed with the payment of a $421 fee. The fee may be paid by cheque (payable to the Autorité des marchés financiers) or by credit card, using the Remittance slip form. The AMF does not accept remittance slips sent by or by fax. Please note that the fee is not refundable. 30

31 Document confirming the appointment of the respondent You must provide an official document from the enterprise appointing the respondent. This document may be a resolution of the board of directors or the shareholders, a mandate or a power of attorney from the sole proprietor of the enterprise. Organization chart outlining the structure of the enterprise The applicant must disclose its shareholding in an organization chart outlining its entire structure and including, if applicable, the names of its subsidiaries, shareholders (natural persons), parent company and any subsidiaries of the parent company. The organization chart must also indicate the relationships between these enterprises and/or natural persons, as well as the percentage of voting shares they hold. The total of the percentages must add up to 100%. Example: Financial statements for the latest fiscal year Provide the audited financial statements for the latest fiscal year of the enterprise. If the enterprise does not have audited financial statements, the AMF requires at least a review engagement report on the financial statements for the latest fiscal year. A notice to reader alone will not be accepted. Attestation from Revenu Québec If the enterprise has an establishment in Québec, you must provide an attestation from Revenu Québec. The attestation states that the enterprise has filed the returns and the reports that it was required to file under fiscal laws and that it has no overdue account payable to the Minister of Revenue, including when recovery of an account has been legally suspended or arrangements have been made with the enterprise to ensure payment and the enterprise has not defaulted on the payment arrangements. The attestation must have been issued not more than 30 days before the date on which the enterprise s application for renewal is filed with the AMF. 31

32 If you are a foreign enterprise, you must provide a tax attestation stating that your enterprise has filed the returns and the reports that it was required to file under the fiscal laws of its country of origin. Good conduct certificate / criminal and penal court record of the enterprise (if applicable) The Regulation stipulates that, in the case of an enterprise that is not constituted under the laws of Québec and does not have its head office or an establishment in Québec where it primarily conducts its activities (foreign enterprise), the AMF must be provided with a good conduct certificate. However, in the case of an enterprise whose head office is not located in Québec, the AMF must be provided with one of the following documents: a good conduct certificate in respect of the enterprise, issued by the local authorities, including a government or a government department or agency; if you are unable to provide a good conduct certificate, please provide a sworn letter signed by the respondent or an officer of the enterprise declaring, first, that the necessary steps to obtain these documents were taken and, second, that, during the past five years, the enterprise was not: - prosecuted for or found guilty, in Canada or abroad, of an offence listed in Schedule I of the ACPB or a similar offence; - prosecuted for or found guilty, in Canada or abroad, of any criminal or penal offence committed in the course of its business. According to the Regulation, the location of the enterprise and the persons referred to means the Canadian province or territory or other jurisdiction where the enterprise primarily conducts its activities or, in the case of a natural person, where he or she is domiciled. By way of information, good conduct certificate means a police certificate, a criminal background check, a criminal record check, a police check or a Canadian Police Information Centre (CPIC) check. If you are not able to produce the criminal and penal court record of the enterprise at the time of submitting the application for renewal, please provide instead a letter of commitment stating that you have taken the necessary steps to obtain the document and that it will be promptly submitted once received. Please note that renewal of authorization will not be granted until the criminal and penal court record of the enterprise has been received. Governance and oversight measures implemented by the applicant In exercising its powers conferred under the ACPB, the AMF must, in particular, ensure that the enterprise meets high standards of integrity. To do so, the analysis of the enterprise s governance, ethical standards and related internal processes becomes an important consideration. Therefore, if your enterprise has established governance measures (code of ethics, training program, governance committee, etc.), please disclose them and send us the related documentation with the application for renewal. 32

33 Step D Sending the application for renewal and business relationships updates Once the application has been filled out and all the required documents have been gathered, the enterprise must mail the application and required documents, together with its payment, to the following address: Autorité des marchés financiers Direction des contrats publics et des entreprises de services monétaires Place de la Cité Tour Cominar 2640, boul. Laurier, bureau 400 Québec (Québec) G1V 5C1 Please note that the AMF does not accept remittance slips sent by or by fax. Receipt and analysis of the application for renewal of authorization If, after analyzing the application for renewal of authorization to enter into a public contract/subcontract, the AMF determines that certain information is inaccurate, incomplete or missing, it will contact the respondent so the respondent can make the necessary corrections. 33

34 Non-renewal 34

35 Steps to follow for an application for non-renewal You can submit an application for non-renewal at any time during the enterprise's renewal period. The AMF will process the application as soon as it is received, but the enterprise's right to practise will remain valid until the expiry date of its authorization. By following the steps below, enterprises can ensure that the AMF has all the information and documents required to analyze an application for non-renewal of authorization to enter into a public contract/subcontract. Step A Filling out and sending the application for non-renewal 35

36 Step A Filling out and sending the application for non-renewal Please note that the application for non-renewal of authorization must be filled out and submitted by the respondent. The non-renewal form is available in the Other AMF mandates / Public Contracts section of the AMF website. Part 1 General information Type of application This section confirms that you do not wish to renew your authorization to enter into a public contract/subcontract. Part 2 Identity and contact information of the applicant Client number (AMF) Please state the client number assigned to your enterprise by the AMF. Full name Please state the principal name used by the enterprise. Quebec enterprise number (NEQ) Please state the Quebec enterprise number assigned to your enterprise by the Enterprise Registrar. This is a 10-digit number. If you do not have a Quebec enterprise number because you are a foreign enterprise, you do not have to fill out this field. Language of correspondence Please state whether it is preferable that communications with the enterprise be in French or in English. It is important to remember that the AMF communicates primarily with the enterprise s respondent. The language of correspondence should therefore reflect the respondent s preference. It should be noted, however, that all official AMF decisions are issued only in French. Address of head office Please state the address of the enterprise s head office, including telephone and fax numbers. Please note that a post office box is not an acceptable address for the head office. Mailing address Please state the enterprise s mailing address if it differs from the head office address. All communications will be sent to this address. 36

37 Part 3 Signature The respondent is the only person authorized to sign the application for non-renewal. Part 4 Sending the form Once the application for non-renewal has been filled out, the enterprise must mail the application to the following address: Autorité des marchés financiers Direction des contrats publics et des entreprises de services monétaires Place de la Cité Tour Cominar 2640, boul. Laurier, bureau 400 Québec (Québec) G1V 5C1 37

38 AMF Decision 38

39 Waiting for the decision Analysis of the application for issuance or renewal of an authorization When an enterprise submits an application for the issuance or renewal of an authorization, the AMF sends the Associate Commissioner for Audits appointed under section 8 of the Anti-Corruption Act (c. L-6.1) the information obtained so that the audits the Associate Commissioner considers necessary may be conducted As soon as possible after receiving the information, the Associate Commissioner provides an advisory opinion to the AMF on the enterprise concerned. The advisory opinion states the grounds for any recommendation that an authorization or renewal be refused or not be renewed under sections to of the ACPB. If the analysis of the application for authorization or renewal indicates that certain information is inaccurate, incomplete or missing, the AMF contacts the respondent so the necessary corrections can be made. The AMF sends the Associate Commissioner any new information it obtains regarding the enterprise. AMF Decision When the AMF is sure there are no grounds for refusing to issue or renew the authorization, it will mail the authorization to the enterprise concerned. Before refusing to grant or renew an authorization or before revoking it, the AMF may ask the enterprise concerned to take the necessary corrective measures within the time it specifies. In all cases, before refusing to grant or renew an authorization or before revoking it, the AMF must notify the enterprise concerned in writing as prescribed by section 5 of An Act respecting administrative justice (c. J-3) and allow the enterprise at least 10 days to submit written observations and provide additional documents to complete the file. Following up on the authorization Making changes to the information provided An enterprise holding an authorization has the obligation to notify the AMF of any change to information previously provided, whether the information was provided in the application for authorization, for renewal or in an application to add/change business relationships. 39

40 Time limit for informing the AMF of changes The enterprise must notify the AMF no later than 15 days following the end of the month during which the changes took place. Notifying the AMF about changes Changes must be communicated to the AMF on the form provided for that purpose. The form must always be filed together with the appropriate information and documents, where required. Changes that must be communicated to the AMF The following is a non-exhaustive list of examples of changes that must be communicated to the AMF: Addition of a person referred to in sections and of the ACPB The enterprise must notify the AMF if a new natural person or entity referred to in sections and of the ACPB is to be added to the enterprise s file. By way of information, please consult the list of persons set out under the item Good conduct certificate - criminal and penal court record of the enterprise, in step 2 of this guide. The enterprise must also notify the AMF when it adds an establishment or when it has a new financial institution or lender with which it conducts business. Removal of a person referred to in sections and of the ACPB The enterprise must notify the AMF if a natural person or entity referred to in sections and of the ACPB is to be removed from the enterprise s file. Changes to the information provided The enterprise must notify the AMF of any change to nominative information it has provided, whether the information pertains to the enterprise or to any of the persons with whom it has one or more business relationships. Examples of changes that must be communicated to the AMF: Change of address of a person referred to in sections and of the ACPB; Change of address of the enterprise s head office or one of its establishments; Change to the language of correspondence, etc. Change in the ownership or control of the enterprise The enterprise must notify the AMF of any change to the persons or entities that have direct or indirect ownership or legal or de facto control of the enterprise. 40

41 Change of respondent If the respondent is temporarily unable to properly perform his or her functions, but the enterprise does not consider it necessary to appoint another respondent, it must notify the AMF that the respondent s responsibilities will be delegated temporarily to a natural person operating the enterprise as a sole proprietorship or to a director, an officer or a partner of the enterprise. If the respondent is no longer able to perform his or her functions for an extended period of time or on a permanent basis, the enterprise must promptly appoint a new respondent and notify the AMF thereof by sending the AMF the appropriate request as well as an official document evidencing the appointment of the new respondent. 41

42 Schedule I Relationships to be disclosed based on the enterprise s legal form Legal form: Natural person operating a sole proprietorship 42

43 Legal form: Partnership 43

44 Legal form: Legal person 44

45 Relationships common to all legal forms 45