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Québec Business Corporations Act (Bill 63): An Update

The Business Corporations Act (Bill 63), a major reform and modernization of the Québec Companies Act, was enacted by Québec’s National Assembly on December 4, 2009 and is expected to come into force in January 2011.

As we reported in our article on Bill 63 when it was introduced in the National Assembly in October of 2009, it is similar in content to most modern corporate statutes such as the Canadian Business Corporations Act (CBCA) and it contained a number of enhancements, clarifications and innovations that will make it an appealing corporate statute for businesses.

As enacted in its final form, Bill 63 is in all significant respects identical to the version introduced last October, but we note the following changes of interest:

  • Although shareholders will be entitled, on request, to examine the financial statements of the corporation, its subsidiaries and consolidated entities, the corporation may deny such request not only if such examination would be prejudicial to the corporation (as is presently the case in the analogous provision of the CBCA), but also where the value of the assets, revenues or net income of the subsidiary or consolidated entity would represent less than 10 per cent of the corresponding amount in the financial statements of the corporation.
  • The availability of the "oppression" remedy (or "rectification of abuse of power or iniquity" as it is referred to in the Act) is widened by clarifying that applicants may seek redress not only in the face of certain actions that are oppressive or unfairly prejudicial, but also when such actions are "threatened" and may lead to such a result.

For a more detailed discussion of Bill 63, please see our November 2009 Legal Update.