P-44.1, r. 2 - Regulation respecting the legal publicity of enterprises

Updated to 1 January 2024

This document has official status.

chapter P-44.1, r. 2

Regulation respecting the legal publicity of enterprises

Act respecting the legal publicity of enterprises

(chapter P-44.1, ss. 150 and 151, par. 4).

DIVISION I NAME

O.C. 216-2023, Div. I.

1. A natural person operating a sole proprietorship in Québec may not add, in or after the name used by the person, a word or expression indicating a plurality of members, unless such word or expression indicates the person’s trade or profession.

A general partnership indicates its juridical form correctly if it uses the words “general partnership” in or after its name or if it uses the abbreviation “G.P.” only after its name. If it has a limited liability, a limited liability partnership indicates its juridical form properly if it uses the words “limited liability partnership” in or after its name or if it uses the abbreviation “L.L.P.” only after its name.

A limited partnership indicates its juridical form correctly if it uses the words “limited partnership” in or after its name or if it uses the abbreviation “L.P.” only after its name.

O.C. 216-2023, s. 1.

2. The public authorities referred to in subparagraph 6 of the first paragraph of section 17 of the Act respecting the legal publicity of enterprises (chapter P-44.1) are

(1)  His Majesty, the Governor General and the Lieutenant-Governor;

(2)  the Senate, the House of Commons and the National Assembly;

(3)  the departments of the Government of Canada or of the Gouvernement du Québec and the bodies that are mandataries thereof;

(4)  the bodies to which staff is appointed in accordance with the Public Service Act (chapter F-3.1.1);

(5)  the bodies referred to in the Public Service Employment Act (S.C. 2003, c. 22);

(6)  the bodies of which the majority of members or the majority of the members of the board of directors are appointed by the Government of Canada or by the Gouvernement du Québec;

(7)  the bodies to which staff is appointed in accordance with a regulation approved by the Government of Canada or by the Gouvernement du Québec;

(8)  the bodies all of the voting shares of which are part of the public domain of Canada or Québec;

(9)  the municipalities constituted under a general or special Act;

(10)  the bodies of which the majority of members or the majority of the members of the board of directors are appointed by a municipality or by a supramunicipal body within the meaning of the Act respecting the Pension Plan of Elected Municipal Officers (chapter R-9.3);

(11)  the bodies declared by law to be a mandatary or agent of a municipality;

(12)  the supramunicipal bodies within the meaning of the Act respecting the Pension Plan of Elected Municipal Officers;

(13)  the Cree Nation Government and the Kativik Regional Government;

(14)  health and social services agencies;

(15)  public institutions within the meaning of paragraphs 3 and 4 of section 98 of the Act respecting health services and social services (chapter S-4.2) and the Nunavik Regional Board of Health and Social Services established under that Act;

(16)  public institutions within the meaning of paragraph a of section 10 of the Act respecting health services and social services for Cree and Inuit Native persons (chapter S-5) and the Cree Board of Health and Social Services of James Bay established under that Act;

(17)  school service centres governed by the Education Act (chapter I-13.3), as well as the Comité de gestion de la taxe scolaire de l’île de Montréal;

(18)  the Cree School Board, the Kativik School Board and the Naskapi Education Committee, governed by the Education Act for Cree, Inuit and Naskapi Native Persons (chapter I-14);

(19)  general and vocational colleges;

(20)  the Université du Québec, its constituent universities, research institutes and superior schools within the meaning of the Act respecting the Université du Québec (chapter U-1);

(21)  professional orders within the meaning of the Professional Code (chapter C-26);

(22)  the governments of foreign States and their diplomatic and consular representations and the governments of their political divisions and their representations; and

(23)  international government bodies.

O.C. 216-2023, s. 2.

3. The name of a registrant suggests that the registrant is related to another person, trust, partnership or group of persons if it suggests that the registrant

(1)  controls or sponsors the other person, trust, partnership or group;

(2)  is controlled or sponsored by the other person, trust, partnership or group;

(3)  is affiliated with the other person, trust, partnership or group; or

(4)  carries on its activity with the support, approval or authorization of the other person, trust, partnership or group.

O.C. 216-2023, s. 3.

4. In determining whether a name suggests that a registrant is related to another person, trust, partnership or group of persons in the cases mentioned in section 3 or leads to confusion with a name used by another person, trust, partnership or group of persons in Québec, the following criteria must be taken into account:

(1)  the distinctiveness of each of the names and of each of their elements, their visual or phonetic similarity and the similarity between the images conjured up by the names; and

(2)  the way in which each name is used.

O.C. 216-2023, s. 4.

5. If a name is likely to suggest a relationship or lead to confusion in accordance with the criteria mentioned in section 4, the prominence of each name must be taken into account, along with the existence of competition or the likelihood of competition between the persons, trusts, partnerships or groups of persons that those names designate, having regard to

(1)  their objects or activities;

(2)  the goods they produce or the services they offer, the quantity thereof or the means by which they are produced or offered; and

(3)  the territories where they carry on their activities and the number of persons they serve.

O.C. 216-2023, s. 5.

DIVISION II ULTIMATE BENEFICIARY

O.C. 216-2023, Div. II.

6. A natural person who controls, even indirectly, the shares or units of a registrant with respect of which an entity has entered into an agreement referred to in the second paragraph of section 0.4 of the Act is considered to be an ultimate beneficiary of the registrant.

O.C. 216-2023, s. 6.

7. For the purposes of subparagraph 2.1 of the second paragraph of section 33 of the Act, a registrant must declare the percentage of voting rights that an ultimate beneficiary may exercise based on the number of shares or units of the registrant that the ultimate beneficiary holds or controls or of which the ultimate beneficiary is the beneficiary, using the following ranges:

(1)  25% to 50%;

(2)  over 50% to 75%;

(3)  over 75%.

The same applies to the declaration of the fair market value of the number of shares or units of the registrant that an ultimate beneficiary holds or controls or of which the ultimate beneficiary is the beneficiary.

O.C. 216-2023, s. 7.

DIVISION III INFORMATION CONTAINED IN THE REGISTER THAT CANNOT BE CONSULTED

O.C. 216-2023, Div. III.

8. In addition to the information provided for in subparagraph 3 of the first paragraph of section 99.1 of the Act, any other name used in Québec by a minor natural person who is an ultimate beneficiary and by which that person identifies himself or herself cannot be consulted.

O.C. 216-2023, s. 8.

DIVISION IV CHARGE PAYABLE

O.C. 216-2023, Div. IV.

9. A charge of $5 per document is payable for the issue of a copy or extract of a document deposited in the register.

O.C. 216-2023, s. 9.

DIVISION V FINAL

O.C. 216-2023, Div. V.

10. This Regulation replaces the Regulation respecting the application of the Act respecting the legal publicity of sole proprietorships, partnerships and legal persons (chapter P-45, r. 1).

O.C. 216-2023, s. 10.

11. (Omitted).

O.C. 216-2023, s. 11.

REFERENCES

O.C. 216-2023, 2023 G.O. 2, 391