S-29.1, r. 1 - Québec Business Investment Companies Regulation

Updated to 1 September 2012

This document has official status.

chapter S-29.1, r. 1

Québec Business Investment Companies Regulation

Act respecting Québec business investment companies

(chapter S-29.1, s. 16).

1. In addition to the information and particulars prescribed in the Act respecting Québec business investment companies (chapter S-29.1), a company applying for registration with Investissement Québec shall supply the following:

(1)  the name, address and, if applicable, social insurance number of every shareholder;

(2)  a description of the share capital of the company, the number of subscribed and fully paid common shares with full voting rights, as well as the amount paid in cash by each shareholder;

(3)  a copy of its articles of constitution;

(4)  a statement certifying that it has complied with the provisions of the Securities Act (chapter V-1.1) and, in the case of a company distributing securities to the public, a copy of the offering notice or of the prospectus, as the case may be, filed with the Autorité des marchés financiers.

O.C. 1627-85, s. 1; O.C. 1549-91, s. 1; O.C. 1136-2004, s. 15.

2. With respect to a qualified investment, a company must supply the following particulars:

(1)  the name, address and, if applicable, social insurance number of every shareholder of the qualified legal person;

(2)  the description of the share capital of the qualified legal person, the number of shares as well as the number of voting rights held by every shareholder;

(3)  the name, address and, if applicable, social insurance number of every shareholder holding more than 5% of the voting rights or of the shares of the share capital of a legal person that is a shareholder of the qualified legal person;

(4)  the amount of the assets of the qualified legal person and of the assets of any legal persons associated with it, and the amount of the net shareholders’ equity of the qualified legal person and of any legal persons associated with it;

(5)  the address of the head office of the qualified legal person;

(6)  information on the salaries paid by the qualified legal person and any legal persons associated with it, in accordance with subparagraph 4 of the third paragraph of section 12 of the Act;

(7)  the sector of activity in which the qualified legal person primarily operates;

(8)  an attestation that the company and the qualified legal person are dealing at arm’s length;

(9)  in the case of a company that has distributed securities to the public, a copy of the offering notice distributed to potential subscribers relative to the exemption from filing a prospectus or, where applicable, a copy of the final prospectus for which the Autorité des marchés financiers has issued a receipt;

(10)  in the case of a company that has distributed securities to the public, through an offering notice or a prospectus, a copy of the renunciation form filed with the Agence du revenu du Québec in accordance with section 965.34.2 of the Taxation Act (chapter I-3), within the time periods provided for in that Act, in respect of the issue expenses for which it has renounced a claim for a deduction under that Act.

The company shall provide Investissement Québec with any other information considered appropriate by the Société.

O.C. 1627-85, s. 2; O.C. 1549-91, s. 2; O.C. 1148-92, s. 1; Erratum, 1996 G.O. 2, 3399; O.C. 1727-94, s. 1; O.C. 1136-2004, s. 15.

2.0.1. (Revoked).

O.C. 1256-90, ss. 1 and 14; O.C. 1549-91, s. 3; O.C. 1136-2004, s. 1.

2.1. With respect to any change respecting its shareholders, its share capital and its qualified investments, and in accordance with section 14 of the Act, a company must supply the following particulars:

(1)  a copy of any change to its articles of constitution, if applicable;

(2)  where a shareholder sells his shares, the name of the shareholder, the date of the transaction, the name, address and social insurance number of the shareholder acquiring the shares and the number of shares and the price paid for each share sold;

(3)  where new shares are subscribed, the name, address and social insurance number of the shareholder and the date of the subscription, the number of shares and the price paid in cash for each share subscribed, together with an attestation that the company has complied with the provisions of the Securities Act (chapter V-1.1);

(4)  a declaration or, where required by Investissement Québec, a statement of the relation between any new shareholder and the other shareholders of the company not at arm’s length and with the shareholders of a qualified legal person of which the company has been a shareholder for 2 years or less;

(5)  a description of any financial transaction reducing the paid-up capital of the company indicating the amounts and the names of the shareholders involved;

(6)  the number of shares, the sale price of any share which is part of qualified investment and the date of the transaction, the amount of the profit or loss made by the company on the sale and the name of the new shareholder;

(7)  the date and amount of the dividends paid by the qualified legal person, if applicable;

(8)  a notice indicating the number of shares that a shareholder has transferred to a trustee as part of a registered retirement savings plan or a registered retirement income fund, of the self-directed type, of which the shareholder is the annuitant;

(9)  where a qualified legal person in which a company has made a qualified investment amends its articles of constitution, a copy of the certificate of amendment relating thereto.

O.C. 453-87, s. 1; O.C. 1549-91, s. 4; O.C. 1136-2004, s. 15.

2.2. A company must, in addition, supply the following particulars on the date of the qualified investment:

(1)  the information respecting the purchase price paid by each shareholder for each share of the company other than common shares with full voting rights;

(2)  the amount of the loans or advances made to the company, if applicable, by each shareholder.

O.C. 453-87, s. 1.

3. For the purposes of section 12 of the Act, the sectors of activity in which a legal person must primarily operate in order to be qualified are those sectors listed in Schedule I.

O.C. 1627-85, s. 3; O.C. 1428-89, s. 1; O.C. 1136-2004, s. 15.

3.1. For the purposes of section 12.1 of the Act, a fledgling legal person is a legal person that fulfils the following requirements:

(1)  it is beginning to operate a qualified business;

(2)  it has never operated another business; and

(3)  it is not a legal person resulting from an amalgamation or merger of 2 or more legal persons.

O.C. 883-88, ss. 1 and 6; O.C. 1136-2004, s. 15.

3.2. (Revoked).

O.C. 1428-89, s. 2; O.C. 1136-2004, s. 2.

3.3. For the purposes of the Act, the tariffs of duties and fees payable to Investissement Québec for any act done by it under the Act are determined in Schedule III.

O.C. 1260-94, s. 1.

4. For the purposes of the Act, a venture capital legal person is a legal person other than the company constituted under the Act to establish the Fonds de solidarité des travailleurs du Québec (F.T.Q.) (chapter F-3.2.1) and other than a legal person the shares of whose share capital have already given entitlement to a deduction under the Taxation Act (chapter I-3) with respect to the Stock Savings Plan:

(1)  whose activity consists primarily in acquiring shares of the share capital of other legal persons and in granting them unsecured loans, and

(2)  whose investments mentioned in subparagraph 1 are for the most part made in legal persons carrying on business mainly in Québec whose shares are not listed on a stock exchange, such investments providing participation in management by the legal person and being at least 5 in number, or

(3)  any other legal person recognized as such by the Government.

O.C. 1627-85, s. 4; O.C. 1428-89, s. 3.

5. The assets of a legal person are the assets shown on its books and financial statements submitted to the shareholders for its last taxation year ended before the date of the qualified investment, less the surplus on the writing up of its property and less the amount of its intangible assets in excess of the expenditure made in that respect.

O.C. 1627-85, s. 5; O.C. 1136-2004, s. 15.

6. The assets of a legal person associated, within the meaning of section 17, with another legal person within the 12 months preceding the date of the qualified investment, are the aggregate of the assets of the legal person and of each legal person associated with it, as determined under section 5, less the amount of investments the legal persons hold in each other, and less the balance of accounts between the legal persons.

O.C. 1627-85, s. 6; O.C. 1136-2004, s. 15.

7. The net shareholders’ equity of a legal person is that shown on its books and financial statements submitted to the shareholders for its last taxation year ended before the date of the qualified investment, less the surplus on the writing up of its property and less the amount of its intangible assets in excess of the expenditure made in that respect.

O.C. 1627-85, s. 7; O.C. 1136-2004, s. 15.

8. The net shareholders’ equity of a legal person associated, within the meaning of section 17, with another legal person within 12 months preceding the date of the qualified investment, is the aggregate of the net shareholders’ equity of the legal person and of each legal person associated with it, as determined under section 7, less the amount of investments in shares the legal persons own in each other.

O.C. 1627-85, s. 8; O.C. 1136-2004, s. 15.

9. For the purposes of sections 5 and 7, where any of the computations referred to therein must be made in respect of a legal person that is in its first fiscal period, the reference to its financial statements submitted to the shareholders for its last taxation year ended before the date of the qualified investment shall be replaced by a reference to its financial statements at the beginning of its first fiscal period.

O.C. 1627-85, s. 9; O.C. 1136-2004, s. 15.

10. For the purposes of sections 5 to 8, where any of the computations referred to therein must be made in respect of a legal person described in section 11 that is the recipient of a qualified investment, such computation shall be carried out without taking into account any net shareholders’ equity or assets of a government or of another legal person mentioned in section 11 that is no longer associated with it on the date of the qualified investment and, in the case of the other legal person, was not controlled directly or indirectly by the qualified legal person at any time within the 12 months preceding the date of the qualified investment.

O.C. 1627-85, s. 10; O.C. 1136-2004, s. 15.

11. A legal person mentioned in section 10 is a legal person that, on the date when it becomes the recipient of a qualified investment, would be a qualified legal person, were it not for a government or another legal person associated with a government with which it is associated on that date, except for a legal person which is directly or indirectly controlled by the legal person that is the recipient of the qualified investment on that date or was at any time within the 12 months preceding such date and which, once the qualified investment is made, is no longer associated with that government or other legal person.

Such legal person shall also include a legal person covered by section 10 for the 12 months following the date on which it is no longer associated with such government or other legal person.

O.C. 1627-85, s. 11; O.C. 1136-2004, s. 15.

12. For the purposes of sections 7 and 8, where a legal person or a legal person associated with it reduces the net shareholders’ equity by any transaction for the purposes of qualifying as a qualified legal person, the net shareholders’ equity shall be deemed not to have been thus reduced, unless the legal person shows to the satisfaction of Investissement Québec that the transaction was necessary in the normal course of its business.

O.C. 1627-85, s. 12; O.C. 1136-2004, s. 15.

12.1. (Revoked).

O.C. 1256-90, ss. 2 and 14; O.C. 1136-2004, s. 3.

12.2. The amount of the qualified investment is the price paid in cash for a common share with full voting rights of a qualified legal person.

O.C. 1256-90, ss. 2 and 14; O.C. 1136-2004, s. 4.

13. The expressions “related person”, “related legal person” and “deal at arm’s length”, with the necessary modifications, have the meaning assigned to them by sections 17 to 21 of the Taxation Act (chapter I-3). For the purposes of that Act, the expression “related legal person” means a “related corporation”.

The expression “employee” has the meaning assigned to it by section 1 of the Taxation Act.

The expression “additional interest in respect of a qualified investment” has the meaning assigned to it by paragraph b.2 of section 965.29 of the Taxation Act.

O.C. 1627-85, s. 13; O.C. 883-88, ss. 2 and 6; O.C. 1256-90, s. 3; O.C. 1148-92, s. 2; O.C. 1727-94, s. 2; O.C. 1136-2004, s. 5.

14. For the purposes of section 12 of the Act, a company is deemed not to be dealing at arm’s length with a qualified legal person where that company, another company, a legal person related to either of them, and a shareholder or such legal persons or any other person related to such shareholder owns, directly or indirectly, 50% or more of the voting shares of the share capital of that qualified legal person.

For the purposes of computing the percentage contemplated in the first paragraph, the voting shares of the share capital of the qualified legal person held by a shareholder of such companies or such related legal person or by a person related to such shareholder shall not be taken into account, where, in relation to the total voting rights, the aggregate of the voting rights held in the company or, where applicable, in the related legal person by a shareholder holding directly or indirectly shares in the qualified legal person related to a person holding directly or indirectly such shares is less than 50% of the total voting rights held in the company or, where applicable, in the related legal person.

O.C. 1627-85, s. 14; O.C. 453-87, s. 2; O.C. 883-88, ss. 3 and 6; O.C. 1136-2004, s. 15.

14.1. For the purposes of the first paragraph of section 13 and 14, any put option, issued on the date of the qualified investment or during the 24 months following such investment and allowing a shareholder of a company to dispose of the shares of the share capital of any company, in the 60 months following the investment, in favour of one or several shareholders of a qualified legal person or of any other person related to such shareholder, is deemed to have been exercised on the date on which such put option was issued.

Such presumption also applies where a put option is exercisable in favour of any person, where a shareholder of a qualified legal person or any person related to such shareholder guarantees, directly or indirectly, the price payable to the shareholder of the company following the exercise of the put option.

O.C. 848-93, s. 1.

15. Notwithstanding section 13, a qualified legal person is deemed to be dealing at arm’s length with a company where each of the shareholders of the qualified legal person, except that company, holds alone or with any person related to it, directly or indirectly, less than 5% of the voting shares of the share capital of that qualified legal person.

O.C. 1627-85, s. 15; O.C. 883-88, ss. 4 and 6; O.C. 1136-2004, s. 15.

16. In order to determine the percentage of shares of the share capital with voting rights of a qualified legal person held by a company, the number of such voting rights attached to a share shall be deemed to be computed for an equivalent number of shares; this also applies to the number of convertible securities, which are deemed to have been converted and the shares thus acquired are deemed to be voting shares.

O.C. 1627-85, s. 16; O.C. 1136-2004, s. 15.

17. The expression “associated legal person” has the meaning assigned to the expression “associated corporation” by the Taxation Act (chapter I-3).

O.C. 1627-85, s. 17; O.C. 1428-89, s. 4; O.C. 1136-2004, ss. 6 and 15.

18. Every company, including a company no longer registered under the Act and a qualified legal person must, within 4 months of the end of each fiscal year that begins or ends during the 5-year period following the date of a qualified investment by that company, provide Investissement Québec with its financial statements for those fiscal years.

O.C. 1627-85, s. 18; O.C. 1428-89, s. 5; O.C. 1136-2004, s. 15.

18.1. A qualified legal person shall, within 4 months following the 12-month period after the date of acquisition of a qualified investment, file a declaration with Investissement Québec or, where required by Investissement Québec, a statement of its auditors confirming that, in the 12 months following the acquisition of the qualified investment, more than 50% of the wages paid to its employees and, where applicable, to employees of the legal persons with which it is associated, were paid to employees who, for the purposes of the regulations made under section 771 of the Taxation Act (chapter I-3), are employees of an establishment situated in Québec.

O.C. 453-87, s. 3; O.C. 1136-2004, s. 7.

18.2. In the 2 years following the date of a qualified investment, the qualified legal person shall, in the 30 days of any change respecting its shareholders, provide the name, address and social insurance number, where applicable, of any person subscribing to or purchasing shares of any class of its share capital and, in the case of a legal person, shall provide the same information with respect to shareholders of the latter and the name of the shareholder who sells his shares, where applicable, the number of shares and the price paid for each share as well as a declaration or, where required, a statement of any dealing not at arm’s length between any new shareholder and the other shareholders of the qualified legal person as well as with the shareholders of a company that has been a shareholder for 2 years or less.

O.C. 453-87, s. 3; O.C. 1136-2004, s. 15.

19. A company that makes a qualified investment in a year must hold the entire investment for at least 24 months after its acquisition by the company.

The first paragraph does not apply to a replacement of a share that forms part of a qualified investment, as a result of an amalgamation or merger, where the only consideration is a share, if the replacement occurs:

(a)  in the 24 months following the acquisition of the investment, if the share issued in replacement is a qualified investment; or

(b)  after the expiry of a period of 12 months from the day on which the investment was acquired, if the amalgamation or merger involves the company and the qualified legal person which benefited from the investment, and Investissement Québec authorizes the amalgamation or merger.

O.C. 1627-85, s. 19; O.C. 1256-90, s. 4; O.C. 1136-2004, s. 8.

19.1. For the purposes of the Act and the regulations made thereunder and in the case of a qualified legal person that was the subject of a qualified investment and that amalgamates with another legal person, the following rules apply:

(1)  the expression “qualified legal person” must be interpreted as referring to the qualified legal person replaced that was the subject of a qualified investment and to the new legal person resulting from the amalgamation;

(2)  shares issued by the legal person resulting from the amalgamation in exchange for shares of the qualified legal person replaced that was the subject of a qualified investment are deemed to be shares of a qualified legal person that was the subject of a qualified investment;

(3)  the requirements and obligations applicable to the qualified legal person replaced apply, with the necessary modifications, to the new legal person resulting from the amalgamation.

O.C. 1256-90, s. 5; O.C. 1136-2004, s. 15.

20. Except with the prior authorization of Investissement Québec, funds from a qualified investment may not be used by a qualified legal person in the 24 months following the date of the qualified investment to

(1)  repay a creditor who is a shareholder of the company having made the investment or of the qualified legal person or a person with whom the creditor does not deal at arm’s length or a company that is associated with the qualified legal person;

(2)  make a loan;

(3)  purchase parcels of land with the intention of selling them;

(4)  make investments outside Québec not directly related to its operations;

(5)  purchase or acquire shares of other legal persons or all or substantially all of the assets of a business; or

(6)  purchase or redeem shares of its capital stock except a purchase or redemption referred to in section 21.

O.C. 1627-85, s. 20; O.C. 453-87, s. 4; O.C. 1256-90, ss. 6 and 14; O.C. 1136-2004, s. 9.

21. Where a share that forms part of a qualified investment and any share issued in replacement of such a share may, under its attributes or the conditions pertaining to its issue, be redeemed or purchased by the qualified legal person or be purchased by any other person, the following conditions apply:

(1)  the share may not be redeemed or purchased within 60 months after its acquisition by the company;

(2)  no commitment by way of reimbursement, compensation, revenue guarantee, proceeds of disposition, including entitlement, either immediately or in the future and either absolutely or contingently, to receive or to obtain such a commitment may be given to the holder; and

(3)  the terms and conditions to determine the consideration payable or the value of the share at any time must be accepted by Investissement Québec prior to its issue or to the stipulations in an agreement.

In addition, within 60 months after the acquisition by a company of a share that forms part of a qualified investment, the qualified legal person may not redeem or purchase such a share or any share issued in replacement of such a share.

O.C. 1627-85, s. 21; O.C. 453-87, s. 5; O.C. 1256-90, s. 7; O.C. 1549-91, s. 5; O.C. 1136-2004, s. 10.

21.1. For the purposes of section 21, where a person acquired a share issued to replace a share being part of a qualified investment that he transferred or exchanged and where, thereafter, through one or more transactions, he acquired another share issued to replace a share being part of a qualified investment or to replace a share issued to replace such share, any share thus acquired is deemed to be a share that has replaced the share being part of a qualified investment.

O.C. 1549-91, s. 6.

22. In the 24 months that follow the acquisition of a share being part of a qualified investment, no dividend may be declared or paid for such share.

O.C. 1627-85, s. 22; O.C. 1256-90, s. 8.

23. In the 60 months that follow the acquisition of a share being part of a qualified investment, no management fee, bonus or remuneration, advance or loan may be paid by a qualified legal person to a company.

O.C. 1627-85, s. 23; O.C. 1256-90, ss. 9 and 14; O.C. 1136-2004, s. 11.

24. Every qualified legal person must operate primarily in one or more of the sectors of activity covered by section 3 for the 24 months following the date of a qualified investment, unless it has become necessary for ensuring its profitability to operate in another sector of activity. In such case, prior authorization by Investissement Québec is required.

A qualified legal person in financial difficulty may not cease its activities during the 24 months following the date of a qualified investment without prior authorization by Investissement Québec.

O.C. 1627-85, s. 24; O.C. 1256-90, s. 10; O.C. 1136-2004, s. 15.

25. In the 24 months preceding the date of a qualified investment and in the 60 months following such a date, a qualified legal person may not make any material cash outlay to its shareholders or the shareholders of the company that made the investment or to persons not dealing at arm’s length with such shareholders, the company or the qualified legal person, except with the consent of Investissement Québec.

For the purposes of this section, Investissement Québec may determine that a material cash outlay was made to the shareholders of a company or to persons related to such shareholders, where a shareholder of the company, or a person related to the shareholder,

(1)  is or was also a shareholder of a legal person that has sold or is selling all or substantially all of the assets of a business; or

(2)  is selling or has sold all or substantially all of the assets of a business

to the qualified legal person that are or were the subject of a qualified investment by the company. For that purpose, Investissement Québec may determine that the payment of any part of a debt incurred by the qualified legal person, including a debt relating to the acquisition of assets, was made primarily to indirectly make a material cash outlay to a shareholder of a company or a person related to the shareholder.

O.C. 1627-85, s. 25; O.C. 453-87, s. 6; O.C. 1256-90, ss. 11 and 14; O.C. 1136-2004, s. 12.

26. (Omitted).

O.C. 1627-85, s. 26.

SCHEDULE I

(s. 3)

For the purposes of the Act, a legal person operates in a qualified sector of activity if it carries on any of the following businesses:

(1) A business in the manufacturing sector that is:

(1) a business at least 25% of whose operations consist in carrying out a manufacturing activity, namely that of assembling or transforming a material to obtain a product therefrom, whether the material be raw or have undergone one or more transformations;

(2) a rubber recycling business whose operations consist in the regeneration of rubber, the recapping of tires or the conditioning of rubber with a view to making it useful as a finished product for other purposes;

(3) a paper recycling business whose operations consist in the removal of contaminants, the separation of paper according to type and the conditioning of fibres;

(4) a scrap metal recycling business whose operations consist in the recycling of metal strips and wastes by separating the metals, removing pollutants and sizing for remelting;

(5) a business recycling electrical or mechanical automobile parts and electric motors and generators whose operations consist in dismantling, cleaning, reboring and adding certain materials or certain new subassembly components.

Such business must also demonstrate that it carries on mass production of recycled products, that it accumulated inventory stocks of these and that its recycled products meet specifications and carry a warranty;

(6) a glass recycling business whose operations consist in recovering different types of glass, removing pollutants and transforming them into cullet, or whose operations consist in the production of glass pellets;

(7) a plastic recycling business whose operations consist in the recovery of plastic waste from manufacturing or household waste and the making of a raw material from it used directly in manufacturing;

(8) a business recycling bark, sawdust or shavings produced by the wood processing industry whose operations consist in the conditioning of these materials to make a homogeneous product suitable for the production of energy for commercial purposes;

(9) a business related to the field of transportation whose operations are defined by the Government.

(2) A business in the tourism sector that is:

(1) an accommodations business existing on the date of the qualified investment, or a new accommodations business intended primarily for holiday or convention tourists, for which a classification certificate has been issued under the Act respecting tourist accommodation establishments (chapter E-14.2);

(2) a campground business or a new campground business for which a classification certificate has been issued under the Act respecting tourist accommodation establishments and offering more than 40% of its sites or a minimum of 150 sites, whichever is lower, exclusively to campers other than seasonal campers;

(3) a business operating excursion boats on a watercourse in Québec;

(4) an outfitting operation holding an operating licence issued under the Act respecting the conservation and development of wildlife (chapter C-61.1);

(5) a business operating an alpine ski centre whose existing or potential skiable territory in Québec has a vertical drop of not less than 250 m or which demonstrates the existence of not less than 100 commercial accommodation units within a radius of 1 km from the starting point of the mechanical ski tows, or which demonstrates that a construction project in progress would make it possible to reach that concentration within 12 months following the date of the qualified investment, or a business which operates an alpine ski centre in Québec and which demonstrates that 50% or more of its clientele comes from outside Québec;

(6) a business offering nature or adventure activities in Québec for tourists under a package trip arrangement which includes accommodations, whether provided by the business or by a third party, provided, in the latter case, that the package trips are under contract agreement with other establishments or with distributors;

(7) a business offering recreational activities primarily used by a tourist clientele, located on the grounds of an accommodations establishment or at least 25% of whose capital investment is financed by accommodations establishments for which a licence has been issued under the Act respecting tourist accommodation establishments, and whose activities are a part of package trip arrangements including accommodations, whether provided by the business or by a third party, provided, in the latter case, that the package trips are under contract agreement with other establishments or with distributors;

(8) a business operating a tourist attraction and receiving paying guests.

The expression “holiday or convention tourists” means persons travelling for recreation, vacation, conventions, symposia or seminars and requiring accommodations for those purposes outside their principal residence.

A business operating a school camp and a business operating an establishment reserved for members of a club or organization that owns the establishment or operating an establishment the majority of whose users are members of a club or organization are excluded from this definition.

(3) A business in the tertiary actuators sector that is:

(1) a profit-making business operating a research laboratory whose activities correspond to those classified under activity No. 7753 of the Répertoire de la classification des activités économiques du Québec (1984) of the Bureau de la statistique du Québec;

(2) a business whose activities consist in product development and industrial design;

(3) a business whose activities consist in fashion design;

(4) a business whose activities consist in providing data processing and office automation services;

(5) a business whose activities consist in producing computer programs and software packages;

(6) a business operating in the biotechnology sector to the extent that the business represents more than 50% of the activities of the qualified legal person.

(4) A business related to the field of exports that is:

(1) a engineering consultant business, where the business presents a specific project for exports;

(2) a business whose activities consist in providing services in land or aerial surveying, prospecting and geographical scaling or other technical services to businesses referred to in paragraph 7759 of the Répertoire de la classification des activités économiques (1984) of the Bureau de la statistique du Québec, where the business presents a specific project for exports;

(3) a business at least half of whose sales are generated by activities that consist in organizing and managing the exporting of products, within the scope of specific turn-key projects, and in purchasing for its own account a certain quantity and variety of products manufactured in Québec by legal persons to which it is not related, within the meaning of the Taxation Act (chapter I-3), and exported within the scope of those projects;

(4) an export consortium belonging to the members of the consortium and managing the exporting operations on their behalf in special cases or generally;

(5) a trade business at least half of whose sales are generated by the exporting of products manufactured in Québec by one or more legal persons to which it is not related within the meaning of the Taxation Act and on whose behalf it intervenes in return for a commission or acts as the principal in the course of legal persons involving foreign trade;

(6) a forwarding business, including associated services;

(7) a business involved in distributing films outside Québec and operated by a legal person, insofar as at least half the business’s turnover is derived from the sale outside Québec of films certified as Québec films and from the sale outside Québec of Canadian productions for which a stamp has been issued and which were produced in Québec by a legal person with which the business is not related within the meaning of the Taxation Act.

(5) A business whose main activities are related to an aquacultural operation, with the exception of a business whose activity consists in operating a fishing pond.

(6) A business that operates an “industrial creator” is certified as such if its main activity consists in helping launch or expand legal persons that have been in operation for less than 3 years and if it meets the following conditions:

(1) it must offer, for a period of not more than 5 years and exclusively to created legal persons, rental space and significant administrative support and management consulting services under an assistance contract;

(2) a minimum of 3 legal persons must be created by that business and those legal persons must operate a business in the manufacturing sector or in the tertiary actuators sector referred to in sections 1 and 3, respectively, of Schedule I; if more than 3 legal persons are created by the business, the majority of those legal persons must operate a business in one of those sectors;

(3) the legal persons created by the business must not be related to each other or to that business within the meaning of the Taxation Act.

(7) (Revoked).

(8) A business in the cinema or television productions sector operated by a legal person meeting the following requirements:

(1) the majority of the legal person’s expenses consist in film development and production expenses incurred on its own behalf or on behalf of other persons;

(2) the majority of the legal person’s film development and production expenses consist in development and production expenses incurred on its own behalf or on behalf of other persons, during the 12 months preceding the date of the qualified investment and during the 24 months following that date, for the purpose of producing Canadian productions for which a stamp has been issued; and

(3) it has produced, prior to the date of the qualified investment, at least one Canadian production for which a stamp has been issued.

For the purposes of the requirements set out in the first paragraph on the date of a qualified investment and only insofar as the legal person is unable to meet those requirements on its own, a legal person must consider the activities of a subsidiary that it controls as well as, on a combined basis, the aggregate of the film production and development expenses incurred by the legal person and by a subsidiary that it controls.

(9) A business in the environment sector and operated by a legal person, where the majority of the business’s activities consist:

(1) either in general site depollution and decontamination or in the thermal, physico-chemical or biological treatment of soil, ground or surface water, liquid effluents, atmospheric emissions and contaminated sediments;

(2) or in the recovery, transportation, thermal, physico-chemical or biological treatment and utilization for energy purposes of waste or of sludge from treatment plants or from septic tanks.

(10) A business in the cultural sector that is operated by a legal person, other than a business referred to in paragraph 7 of section 4 or in section 8 of this Schedule and meeting the following requirements:

(1) its principal activity consists in producing, processing or marketing outside Québec a product made or a service rendered in Québec related to the field of films, records, videodiscs, videocassettes and the interpretation arts;

(2) its receipts come from the production, processing or marketing outside Québec of goods or services related to one of the fields mentioned in subparagraph 1 and total at least $200,000 for the fiscal year that ended immediately prior to the date of the investment.

A business created only for the purpose of managing the professional activities of an artist or a group of artists, a business created for a single event or show, as well as a business whose principal activity consists in booking shows does not perform activities in the cultural sector defined in the first paragraph.

(11) A business operated by a qualified legal person where more than 50% of the activities of the business consist in operating a broadcasting licence issued by the Canadian Radio-television and Telecommunications Commission and operating in the broadcasting sector.

(12) A business operated by a qualified legal person where more than 50% of the activities of the business consist in operating an accredited bookstore in accordance with the Act respecting the development of Québec firms in the book industry (chapter D-8.1).

O.C. 1627-85, Sch. 1; O.C. 883-88, s. 5; O.C. 1428-89, ss. 6, 7 and 8; O.C. 1256-90, ss. 12 and 14; O.C. 1549-91, s. 7; O.C. 1148-92, s. 3; O.C. 848-93, s. 2; Erratum, 1996 G.O. 2, 3399; O.C. 1260-94, s. 2; O.C. 1727-94, s. 3; O.C. 1136-2004, ss. 13 and 15.

SCHEDULE II

(Revoked)

O.C. 1428-89, s. 9; O.C. 1148-92, s. 4; Erratum, 1996 G.O. 2, 3399; O.C. 1727-94, s. 4; O.C. 1136-2004, s. 14.

SCHEDULE III

(s. 3.3)

TARIFF

The duties and fees payable to Investissement Québec for any act done by it under the Act are the following:

1. For the issuance of a registration number to a Québec business investment company: $200.

2. For the validation of an investment made by a Québec business investment company: 1/10 of 1% of the amount of the qualified investment, up to a maximum of $1,000.

O.C. 1260-94, s. 3; O.C. 1136-2004, s. 15.

REFERENCES

O.C. 1627-85, 1985 G.O. 2, 3750

O.C. 453-87, 1987 G.O. 2, 1229

O.C. 883-88, 1988 G.O. 2, 2341

O.C. 1428-89, 1989 G.O. 2, 3772

O.C. 1256-90, 1990 G.O. 2, 2441

O.C. 1549-91, 1991 G.O. 2, 4570

O.C. 1148-92, 1992 G.O. 2, 4203 and 1996 G.O. 2, 3399

O.C. 848-93, 1993 G.O. 2, 3464

O.C. 1260-94, 1994 G.O. 2, 3836

O.C. 1727-94, 1994 G.O. 2, 4661

O.C. 1184-97, 1997 G.O. 2, 4624

O.C. 1136-2004, 2004 G.O. 2, 3587

S.Q. 2010, c. 31, s. 175

S.Q. 2010, c. 37, s. 121

O.C. 322-2011, 2011 G.O. 2, 1638 (French)