An Act to Harmonize Public Statues with the Civil Code
Sanctioned on October 22, 1999
Companies Act
On October 22nd, 1999, An Act to harmonize public statutes with the Civil Code was adopted. This Act, which object is to harmonize public statutes with the Civil Code of Quebec, introduces to the Companies Act, conceptual, terminological and technical changes resulting from the reform of the Civil Code and makes the necessary consequential amendments.
The following table illustrates the main amendments that were made to Parts I, IA and III of the Companies Act following the adoption of An Act to harmonize public statutes with the Civil Code.
| AMENDMED SECTION | OLD EXPRESSION | NEW EXPRESSION |
| Legal person | ||
| I6, 11, 103(1)(2), 123.1, 123.43, 123.44 (1), 123.45 (1), 123.46, 123.49(2), 123.60, 123.66, 123.67(1)(2), 123.89, 123.130, heading of Part III, 216, heading of Division III of Part III, 217(3)(4), 218, 219, 220, 221.1, 222, 224, 226, 228, 229, 230, 231 and 232 | corporation a body corporate and politic |
legal
person as a legal person |
| Heading of Part I | incorporation of joint stock companies | constitution of joint stock companies as legal persons |
| 3(2), 4(1) a), 7(2) 2), 18(5), 37(1) and 40 | incorporated incorporation corporation |
constituted
as a legal person constitution as a legal person legal person |
| 17, 225 and 227 | corporation
incorporated corporation created corporation so created corporation |
legal
person constituted legal person constituted legal person so created legal person |
| 31(2) f) | or to any corporation | or to any legal person |
| 31 last paragraph | of Lower Canada with respect to corporations | with respect to legal persons |
| 84(2) | incorporation of the company | constitution of the company as a legal person |
| 123.2, 123.10 (5) and 123.12 (3) | corporation incorporator corporation |
legal
person founding legal person |
| 123.16 | corporation within the meaning of the Civil Code of Lower Canada | legal person |
| AMENDMED SECTION | OLD EXPRESSION | NEW EXPRESSION |
| 217(1)(2) | corporation incorporated | association constituted as a legal person |
| 217(6) | incorporated | constituted as legal persons |
| 219(1)d) | company | legal person |
| 221 and 223 | incorporating
the members of the said corporation as a corporation creating it a corporation former corporation old corporation new corporation the corporation members |
onstituting
the members of the said legal person as a legal person constituting it as a legal person former legal person new legal person the legal person members of the legal person |
| Partnership | ||
| 31(2) c) and 31(2) p) | society or corporation | or partnership |
| 31 (2) f) | corporation, society or person | partnership or person |
| Company | ||
| Heading of Division VII of Part I and 93 | corporation | company |
| Constitution | ||
| 17(1), 44(2), 123.4, 123.5, 123.8, 123.9, 123.12(3), 123.17, 123.131(2) and heading of Part III | incorporated | constituted |
| 17(4) | incorporation | constitution as a legal person |
| Heading of Chapters III and IV of Part IA, 123.7, 123.8 and 123.16 | incorporation | constitution |
| 219(1)b) | incorporation | constitution as a legal person |
| 3, 3.1, 5, 11, 13(5), 44(1), 46, 47, 48(1)(2)(10), 49(1), 54(1)(3), 66, 69, 88, 89, 89.2, 91(2), 97, 98, 101(3), 102, 104(1), 123.129, 123.130 and 123.134(1) | deed of incorporation | constituting act |
| Founder | ||
| 123.9, 123.10, 123.11, 123.12(3), 123.18 and 123.23 | incorporator | founder |
| Seal | ||
| 18(4) and 103(1) 1) | corporate seal and common seal | seal |
| Property | ||
| 42 and 75(1) | estate | property |
| 77(1)d) | immovable and movable or otherwise affect | property or otherwise encumber |
| AMENDMED SECTION | OLD EXPRESSION | NEW EXPRESSION |
| Name | ||
| 7(2), 8(3), 9.1, 9.2(1), 10, 11, 16, 18(2)(5), heading of Part I, 18.1, 19, 20, 21(1)(3), 22, 23(1.1)(4), 33, 34, 34.1, 123.12(1)(3), heading of Chapter VI of Part IA, 123.22, 123.24, 123.26, 123.27(1), 123.27.1, 123.27.4, 123.27.5(1), 123.134(1), 123.158(2), 123.160(4), 123.169 (1.1) (3.1) (3.3), 219 (1), 220 and 221 | corporate name corporate name as incorporated incorporation of the company | name name as constituted constitution of the company as a legal person |
| Société par actions or s.a. | ||
| 34.1 and 123.22 | corporation | société par actions |
| 123.22 | inserting «, s.a. » after « inc. » | |
| Employee | ||
| 36 and 108(1) | officer or servant | officer or employee |
| 91 (2)d) | agents, officers and servants | officers, agents and employees |
| 123.2, 123.10 (5) and 123.12 (3) | Successor | |
| 28(3) and 105(1) | assignees | successors |
| 105(1) | persons entitled thereto | successors |
| Succession | ||
| 86(3) | estate | succession |
| Injury | ||
| 54(3) | any loss incurred | any injury sustained |
| 108(1) | the damages | any injury |
| Head office | ||
| 32(1) | shall, at all times, have an office in the place in which its chief place of business is situated, which shall be the legal domicile of the company; and notice of the situation of such office and of any change therein shall be given | shall give notice of the address of its head office or principal establishment and of any change of address |
| 50(1) | head office or chief place of business | head office or principal establishment |
| 101(4) | corporate seat | head office |
| 123.34 | striking out the second paragraph of section 123.34 | |
| AMENDMED SECTION | OLD EXPRESSION | NEW EXPRESSION |
| Period | ||
| 51(3)(4), 59(2) and 96(2)b) | delay | period |
| 51(2) and 55(3) | striking
out the expression « a delay of » |
|
| Considered and means | ||
| 48(13) and 54(4) | deemed | considered |
| 225(1)(2)(3) | shall be deemed to mean | means |
| Presumed and deemed | ||
| 2.5 (3) | is deemed to do so until proof of the contrary | is presumed to do so |
| 103(1) (2) | shall be considered | is deemed |
| 117 | shall be held | is deemed |
| 123.83 | striking out: « considered to be » | |
| Prudence and diligence | ||
| 123.84 | and all the care of a prudent administrator | and with prudence and diligence |
| Striking out | ||
| 3(1) 6) | striking out the definition of « debenture » | |
| 31(1) | striking out: « under any trust created with a view to its incorporation » | |
| 75(2) | striking out: « debenture, obligation » | |
| 123.1 | striking out the definition of « corporation » | |
| 216(2), 222 and 224 | striking
out the expression « or association » |
|
© Réso Gestion Corporative Inc. 2000