S-11.01 - Act respecting the Société de développement industriel du Québec

Replaced on 21 August 1998

This document has official status.

chapter S-11.01

Act respecting the Société de développement industriel du Québec

Chapter S-11.01 is replaced by the Act respecting Investissement-Québec and Garantie-Québec (chapter I-16.1). (1998, c. 17, s. 63).

1982, c. 39, s. 1; 1998, c. 17, s. 63.

DIVISION I DEFINITIONS

1. In this Act and in the regulations the following expressions and words mean:

(a)  “financial assistance” : the financial assistance provided for in Division II;

(b)  “Minister” : the Minister of Industry, Trade, Science and Technology;

(c)  “regulation” : any regulation made under this Act by the Government;

(d)  “Corporation” : the Société de développement industriel du Québec incorporated by section 15;

(e)  (paragraph repealed).

1971, c. 64, s. 1; 1977, c. 5, s. 14; 1979, c. 77, s. 27; 1984, c. 36, s. 44; 1986, c. 110, s. 1; 1988, c. 41, s. 89; 1994, c. 16, s. 51.

DIVISION II OBJECT AND POWERS

1982, c. 39, s. 2; 1986, c. 110, s. 2.

2. The object of the Corporation is to promote, in accordance with this Act, economic development in Québec, particularly by encouraging the development of businesses, the growth of exports, research and the development of new techniques.

1971, c. 64, s. 2; 1974, c. 56, s. 1; 1979, c. 13, s. 1; 1982, c. 39, s. 2; 1986, c. 110, s. 2.

3. To attain its object, the Corporation shall

(1)  grant financial assistance to any business under a financial assistance program contemplated in section 5;

(2)  give advice on capital structure to businesses who submit an application for financial assistance.

1971, c. 64, s. 3; 1979, c. 13, s. 1; 1982, c. 39, s. 2; 1986, c. 110, s. 2.

4. The Corporation shall ensure that the assistance granted helps to develop profitable economic activities which generate significant economic benefits in Québec, particularly as regards job creation.

1971, c. 64, s. 4; 1974, c. 56, s. 2; 1979, c. 13, s. 1; 1982, c. 39, s. 2; 1986, c. 110, s. 2.

5. The Government may establish, by regulation, financial assistance programs designed to promote economic development in Québec in the manufacturing, tourist and service industry sectors or any other sector and determine the conditions, criteria and limits of application thereof.

A regulation under the first paragraph pertaining to a matter under the jurisdiction of a minister other than the Minister of Industry, Trade, Science and Technology may be made only on the recommendation of that other minister prepared in cooperation with the Minister of Industry, Trade, Science and Technology.

1971, c. 64, s. 5; 1979, c. 13, s. 1; 1982, c. 39, s. 2; 1986, c. 110, s. 2; 1988, c. 41, s. 89; 1994, c. 16, s. 51.

6. Financial assistance may be in the form of

(1)  a loan;

(2)  a guarantee of payment or repayment of the whole or a part of a financial commitment;

(3)  a partial exemption from repayment of a loan obtained from the Corporation;

(4)  assistance determined by regulation.

1971, c. 64, s. 6; 1974, c. 56, s. 3; 1979, c. 13, s. 1; 1982, c. 39, s. 2; 1986, c. 110, s. 2.

7. The Corporation shall carry out any mandate entrusted to it by the Government to promote the carrying out of a project of major economic importance for Québec by granting the assistance defined by the Government.

An order entrusting a mandate pertaining to a matter under the jurisdiction of a minister other than the Minister of Industry, Trade, Science and Technology shall be made on the recommendation of that other minister in cooperation with the Minister of Industry, Trade, Science and Technology.

1971, c. 64, s. 7; 1974, c. 56, s. 4; 1979, c. 13, s. 2; 1982, c. 39, s. 2; 1986, c. 110, s. 2; 1988, c. 41, s. 89; 1994, c. 16, s. 51.

8. The Corporation must demand repayment from a business of financial assistance contemplated in paragraph 3 or 4 of section 6 that it has received and the business is bound to repay it, if the controlling shares or more than one-half of the assets of the business are transferred, within five years from the granting of the financial assistance, to a business not having its head office in Québec, as defined by regulation, or a person not resident in Québec.

Before acting in compliance with the first paragraph, the Corporation must notify the Minister of its intention to do so, and the Minister may then exempt the Corporation from the repayment if he considers that the transfer is in the economic interest of Québec.

1971, c. 64, s. 8; 1974, c. 56, s. 5; 1979, c. 13, s. 3; 1982, c. 39, s. 2; 1986, c. 110, s. 2.

8.1. The Corporation may, on the conditions determined by the Government, invest in a joint-stock company, endowed or not with juridical personality, whose object is the financing of businesses.

The Corporation may also, on the conditions determined by the Government, grant loans to such a company and guarantee its borrowings and commitments.

1994, c. 31, s. 1.

9. (Replaced).

1971, c. 64, s. 9; 1979, c. 13, s. 3; 1982, c. 39, s. 2; 1986, c. 110, s. 2.

10. (Replaced).

1971, c. 64, s. 10; 1974, c. 56, s. 6; 1982, c. 39, s. 2.

DIVISION III GRANTS OF FINANCIAL ASSISTANCE

11. Applications for financial assistance must be submitted to the Corporation in the form it determines. Such applications must also be accompanied with the documents and the information required by the Corporation.

The business applying is required to demonstrate to the Corporation that its financial perspectives are adequate for the fulfillment of its commitments and that its management has the competence required for the achievement of its objects.

1971, c. 64, s. 11; 1979, c. 13, s. 4; 1986, c. 110, s. 3.

12. Subject to sections 12.1, 14 and 14.1, the Corporation shall examine the application and determine whether the business fulfils the conditions provided for by this Act and the regulations and, where such is the case, it may determine the financial assistance it intends to grant to it.

1971, c. 64, s. 12; 1974, c. 56, s. 7; 1979, c. 13, s. 5; 1982, c. 39, s. 3; 1986, c. 110, s. 4.

12.1. The Corporation shall transmit the application and the accompanying information and documents to the minister concerned where the application is for a project relating to a matter under that minister’s jurisdiction, as determined by the Government.

The minister concerned shall determine whether the project is eligible, evaluate its worth and give his opinion to the Corporation.

1986, c. 110, s. 5.

13. (Repealed).

1971, c. 64, s. 13; 1979, c. 13, s. 6.

14. The Corporation shall then report to the Minister and submit its recommendations to him.

The Corporation may recommend that the application be refused, or be approved only upon the conditions which it indicates.

1971, c. 64, s. 14; 1979, c. 13, s. 7; 1982, c. 39, s. 4.

14.1. Financial assistance is granted upon a decision of the Minister with the prior authorization of the Government and on the conditions determined by the latter.

Nevertheless, the Minister, on the conditions determined by him, may grant that assistance without that authorization in the cases provided for by regulation.

The Corporation is bound by the authorization of the Government or the decision of the Minister, as the case may be.

Financial assistance may also be granted by the Corporation in the cases and on the conditions determined by regulation.

1979, c. 13, s. 7; 1982, c. 39, s. 5.

14.2. The Corporation must immediately advise the business applying that its application has been granted or refused and of the conditions fixed by the Government or by the Minister, as the case may be, if any.

1979, c. 13, s. 7; 1986, c. 110, s. 6.

DIVISION IV INCORPORATION OF THE SOCIÉTÉ DE DÉVELOPPEMENT INDUSTRIEL DU QUÉBEC

15. A body is incorporated under the name of “Société de développement industriel du Québec”.

1971, c. 64, s. 15; 1977, c. 5, s. 14.

16. The Corporation shall be a corporation within the meaning of the Civil Code of Lower Canada and shall have the general powers of such a corporation and the special powers conferred upon it by this Act.

In addition to exercising the functions devolved on it by this Act, the Corporation shall administer the other programs of financial assistance referred to it by another Act or by order of the Government. In the latter case, the Corporation shall have, in addition to the powers and duties conferred on it by such other Act or order, the powers and duties not inconsistent therewith conferred on it by this Act.

1971, c. 64, s. 16; 1975, c. 15, s. 28; 1986, c. 110, s. 7.

17. The Corporation shall have the rights and privileges of a mandatary of the Government.

The moveable and immoveable property in the possession of the Corporation shall form part of the public domain, but the performance of the obligations of the Corporation may be levied against such property.

The Corporation binds none but itself when it acts in its own name.

1971, c. 64, s. 17; 1977, c. 5, s. 14.

18. The Corporation shall have its corporate seat in the territory of the Communauté urbaine de Québec, but may with the approval of the Government transfer it to another locality; such a change shall come into force upon publication of a notice to that effect in the Gazette officielle du Québec.

The Corporation may hold its sittings anywhere in Québec.

1971, c. 64, s. 18; 1977, c. 5, s. 14; 1996, c. 2, s. 910.

18.1. (Repealed).

1979, c. 13, s. 8; 1982, c. 39, s. 6.

19. The Corporation shall be administered by a board of directors consisting of thirteen members, namely:

(a)  a president, who shall be appointed by the Government for not more than five years and who may hold the office of general manager;

(b)  a general manager, who shall be appointed and remunerated in accordance with the Public Service Act (chapter F-3.1.1);

(c)  a vice-president and the other members, who shall be appointed for not more than three years by the Government.

1971, c. 64, s. 19; 1974, c. 56, s. 8; 1978, c. 15, s. 140; 1982, c. 39, s. 7; 1983, c. 55, s. 161.

20. At least three of the members contemplated in paragraph c of section 19 shall be appointed from among the officers of the Government, and one other shall be appointed from the cooperative sector.

1971, c. 64, s. 20; 1977, c. 5, s. 14; 1979, c. 77, s. 27; 1982, c. 58, s. 12; 1991, c. 1, s. 24.

21. No person shall be a member of the Corporation unless domiciled in Québec.

1971, c. 64, s. 21.

22. The members of the board of directors, other than the general manager, are not remunerated, except in the cases, on the conditions and to the extent determined by the Government. They are nevertheless, entitled to be reimbursed for any expenses incurred in the performance of their duties, on the conditions and to the extent determined by the Government.

1971, c. 64, s. 22; 1986, c. 110, s. 8.

23. The members of the Corporation shall remain in office, notwithstanding the expiry of their term, until reappointed or replaced.

1971, c. 64, s. 23.

24. Any vacancy among the members of the Corporation other than the president and the general manager shall be filled only for the unexpired portion of the term of the member to be replaced.

1971, c. 64, s. 24.

25. If the president is unable to act by reason of absence or illness, he shall be replaced by the vice-president; if another member is unable to act for that reason, he may be replaced by a person appointed to perform his duties while he is unable to act; such person shall be appointed by the Government which shall fix his fees, allowances, salary or additional salary.

1971, c. 64, s. 25.

26. The vice-presidents of the Corporation, the secretary and the other members of the personnel of the Corporation shall be appointed and remunerated in accordance with the Public Service Act (chapter F-3.1.1).

The general manager shall exercise in their regard the powers conferred by such Public Service Act on the chief executive officer of an agency.

1971, c. 64, s. 26; 1978, c. 15, s. 133, s. 140; 1982, c. 39, s. 8; 1983, c. 55, s. 161.

27. The board of directors may constitute an executive committee to which it shall delegate part of its powers. It may also delegate, to the extent determined by by-law of the Corporation, part of its powers to a member of the personnel of the Corporation.

The day-to-day business of the Corporation shall be under the jurisdiction of the general manager who shall also exercise the other powers conferred upon him by by-law of the Corporation.

1971, c. 64, s. 27; 1974, c. 56, s. 9; 1984, c. 27, s. 100.

28. The executive committee shall consist of the president, the general manager and at least three other persons appointed by the Corporation from among its members.

1971, c. 64, s. 28; 1974, c. 56, s. 9.

29. The members of the Corporation cannot be sued by reason of official acts done in good faith in the performance of their duties.

1971, c. 64, s. 29.

30. Minutes of the sittings approved by the Corporation shall be authentic; the same shall apply to copies or extracts certified by the president or secretary of the Corporation.

1971, c. 64, s. 30.

31. No deed, document or writing shall bind the Corporation or be attributed to it unless signed by the president, the general manager, the secretary or an officer of the Corporation but, in the case of such officer, only to the extent determined by by-law of the Corporation.

Any person authorized to sign a deed, document or writing under the first paragraph may, in writing and to the extent indicated by him, delegate that power to another person for the signing of a specified deed in the name of the Corporation.

1971, c. 64, s. 31; 1984, c. 47, s. 188.

32. The fiscal year of the Corporation shall end on the 31st of March each year.

1971, c. 64, s. 32.

32.1. The Minister may, within the scope of his responsibilities and powers, issue directives regarding the objectives and orientation of the Corporation.

Where the objectives and orientation of the Corporation relate to a matter under the jurisdiction of a minister other than the Minister of Industry, Trade, Science and Technology, the directives shall be issued by the Minister of Industry, Trade, Science and Technology, who shall prepare them in cooperation with the minister concerned.

The directives must be submitted to the Government for approval; if so approved, they bind the Corporation and it must comply with them.

Third persons are not bound to see to the carrying out of this section, and in no case may it be invoked by or against them.

Every directive must be tabled in the National Assembly within 15 days of its approval by the Government if the Assembly is in session or, if it is not sitting, within 15 days of the opening of the next session or resumption.

1982, c. 39, s. 9; 1982, c. 62, s. 143; 1986, c. 110, s. 9; 1988, c. 41, s. 89; 1994, c. 16, s. 51.

33. (Repealed).

1971, c. 64, s. 33; 1986, c. 110, s. 10.

34. Not later than 31 July each year, the Corporation must make a report to the Minister of its activities for its previous fiscal year. That report must also contain all the information that the Minister may prescribe.

The Minister shall table the report of the Corporation before the National Assembly within thirty days after its receipt. If he receives it while the National Assembly is not sitting, he shall table it within thirty days of the opening of the next session or, as the case may be, within fifteen days of resumption.

The Corporation shall also at all times give the Minister any information he requires on its activities.

Where the Corporation administers a programme of financial assistance under the terms of another act, it shall make a separate report on such programme.

1971, c. 64, s. 34; 1975, c. 15, s. 29; 1979, c. 13, s. 9.

34.1. The Corporation must have its plan of financial assistance approved each year by the Government.

The Minister shall determine the form and tenor of the plan of financial assistance and the time when it must be submitted.

1979, c. 13, s. 10.

35. The books and accounts of the Corporation shall be audited by the Auditor General each year and also whenever it is ordered by the Government; his reports shall accompany the annual report of the Corporation.

1971, c. 64, s. 35.

DIVISION V CONFLICT OF INTEREST AND PRIVILEGED INFORMATION

36. The Corporation shall not make any financial transaction with any of its members or officers or with the spouse or child of any of them.

1971, c. 64, s. 36.

37. The Corporation shall not make any financial transaction with a company a director of which is a member of the National Assembly, or take as security any securities issued by such a company, except shares of a company whose shares are listed on a stock exchange recognized by the Government on the recommendation of the Commission des valeurs mobilières du Québec.

1971, c. 64, s. 37; 1977, c. 5, s. 14.

38. The Corporation shall not make any financial transaction with a business to which any of its officers or employees is related.

1971, c. 64, s. 38; 1985, c. 30, s. 89; 1986, c. 30, s. 1.

39. (1)  For the purposes of section 38, the following are related persons:

(a)  individuals connected by blood relationship, marriage or adoption;

(b)  a partnership and a person who is a member thereof or with whom one or more partners are so connected or by whom more than one-half of its assets has been advanced;

(c)  a company and a person who directly or indirectly controls it or who holds more than one-half of its capital stock or who has provided it, by loan or otherwise, with more than one-half of its business assets;

(d)  companies directly or indirectly controlled by the same person or group of persons;

(e)  a company and a person who is one of several related persons by whom such company is directly or indirectly controlled.

(2)  For the purposes of this section:

(a)  persons are connected by blood relationship if one is the descendant of the other or is his brother or sister;

(b)  persons are connected by marriage if one is married to the other or to a person connected with the other by blood relationship or by adoption;

(c)  persons are connected by adoption if one has been adopted, legally or defacto, and would be connected with the other by blood relationship if his filiation by adoption were filiation by blood.

1971, c. 64, s. 39; 1982, c. 17, s. 34.

39.1. In no case may the president, under pain of forfeiture of office, have any direct or indirect interest in any undertaking causing his personal interest to conflict with that of the Corporation. However, forfeiture is not incurred if the interest devolves on him by succession or gift, provided he renounces it or disposes of it with dispatch.

Any member of the board of directors, other than the president, having a direct or indirect interest in an undertaking causing his personal interest to conflict with that of the Corporation shall, under pain of forfeiture of his office, disclose it in writing to the president and abstain from taking part in any decision respecting the undertaking in which he has the interest.

1985, c. 30, s. 90.

40. No officer, employee or member of the Corporation, or person who performs services for it or is associated with its activities, shall use, for carrying out any other financial transaction on his own account, any information obtained respecting the operations of the Corporation.

The Corporation may, by by-law, prescribe accessory provisions or means of verification to ensure compliance with this section, and generally the privileged nature of information respecting a business benefiting by this Act.

1971, c. 64, s. 40; 1974, c. 56, s. 10.

41. Each member of the Corporation shall, upon assuming his duties and every year thereafter, forward to the Minister of Industry, Trade, Science and Technology and to the Corporation a list of his interests in any companies and a list of such interests as his spouse may have together with a statement of all transactions which have changed such lists during the year.

Every officer of the Corporation shall be subject to this section in the cases provided for by by-law of the Corporation or at the written request of the general manager.

Information furnished under this section shall be privileged and no one shall communicate such information or allow it to be communicated to any person not legally entitled thereto.

1971, c. 64, s. 41; 1979, c. 77, s. 27; 1984, c. 36, s. 45; 1988, c. 41, s. 89; 1994, c. 16, s. 51.

DIVISION VI FINANCING OF THE CORPORATION

42. With the previous authorization of the Government, the Corporation may contract loans by notes, bonds or other securities, at such rate of interest and on such other conditions as the Government determines.

1971, c. 64, s. 42; 1986, c. 110, s. 11.

43. (Repealed).

1971, c. 64, s. 43; 1974, c. 56, s. 11; 1986, c. 110, s. 12.

44. (Repealed).

1971, c. 64, s. 44; 1986, c. 110, s. 12.

45. The Government, on such conditions as it determines, may:

(a)  guarantee the payment in principal and interest of any loan of the Corporation and the performance of any of its obligations;

(b)  authorize the Minister of Finance to advance to the Corporation, notwithstanding section 46.1, any amount considered necessary for the carrying out of this act, at such rate of interest, for such time and on such other conditions as the Government may determine.

The sums which the Government may be called upon to pay under such guarantees or to advance to the Corporation shall be taken out of the consolidated revenue fund.

1971, c. 64, s. 45; 1974, c. 56, s. 12; 1977, c. 5, s. 14; 1979, c. 13, s. 11.

46. The Minister of Finance shall pay to the Corporation the sums required for the carrying out of paragraphs 3 and 4 of section 6, section 7, section 8.1 or the second paragraph of section 16, up to the amounts previously specifically authorized by the Government.

1979, c. 13, s. 12; 1982, c. 39, s. 10; 1986, c. 110, s. 13; 1994, c. 31, s. 2.

46.1. The Minister of Finance is authorized to pay to the Corporation in several instalments, out of the consolidated revenue fund, an amount of $100 000 000 to constitute an endowment.

Each of these instalments must be allocated by the Corporation to the repayment of advances that the Minister of Finance has granted to it under section 45 or by which it has benefited under section 53 of the chapter 64 of the annual statutes of 1971.

1979, c. 13, s. 13.

DIVISION VII REGULATIONS

47. The Government may make regulations to:

(a)  determine the classes of businesses and the regions of Québec with respect to which financial assistance must be granted by priority and the economic and social factors which must serve as guidelines in the selection of the businesses to which such assistance may be granted;

(b)  establish criteria to determine which businesses may receive financial assistance, taking into account, particularly, the class to which such businesses belong, the products they produce, the services they offer and the regions in which they are established;

(c)  determine the form of financial assistance contemplated in paragraph 4 of section 6;

(d)  define the expression “tertiary actuators sector”;

(e)  (subparagraph repealed);

(f)  (subparagraph repealed);

(g)  (subparagraph repealed);

(h)  determine the amount over which the grant of financial assistance requires the authorization of the Government or the Minister;

(h.1)  determine the cases and conditions where the Minister or the Corporation may grant financial assistance without the authorization of the Government;

(i)  (subparagraph repealed);

(j)  (subparagraph repealed);

(k)  (subparagraph repealed);

(l)  (subparagraph repealed);

(m)  (subparagraph repealed);

(n)  determine the conditions a business must fulfil to obtain financial assistance in accordance with this Act;

(o)  define, for the purposes of section 8, the expression “head office of a business”;

(p)  determine the cases in which duties or charges are exigible from a business that applies for financial assistance and establish the mode of computing them.

The regulations provided for in this section shall come into force on the date of their publication in the Gazette officielle du Québec or on any later date fixed therein.

A regulation under this section pertaining to a matter under the jurisdiction of a minister other than the Minister of Industry, Trade, Science and Technology may be made only on the recommendation of the Minister of Industry, Trade, Science and Technology prepared in cooperation with the minister concerned.

1971, c. 64, s. 48; 1974, c. 56, s. 14; 1975, c. 15, s. 31; 1979, c. 13, s. 14; 1982, c. 39, s. 11; 1986, c. 110, s. 14; 1988, c. 41, s. 89; 1994, c. 16, s. 51.

48. The Corporation may, subject to this Act and the regulations made by the Government under section 47, make by-laws for its internal management, including the quorum at meetings of its members, the delegation of part of its powers to the executive committee or a member of the personnel of the Corporation, and the administration of this Act.

The by-laws of the Corporation shall come into force only after approval by the Government.

1971, c. 64, s. 49; 1984, c. 27, s. 101.

DIVISION VIII MISCELLANEOUS AND FINAL PROVISIONS

49. The Corporation may declare that a business has forfeited the benefit of the term granted and claim repayment of the loan made to it or rescind any guarantee given to it, without prejudice to any other civil recourses where

(1)  the business obtains the financial assistance provided for by this Act by false declarations or fraud on the part of the person who acted for it;

(2)  the business uses any part of such financial assistance for purposes other than those for which it was granted to it.

Such penalties cannot however be imposed unless notice is given to the business, by registered or certified mail sent to its last address known to the Corporation, of the default with which it is charged and unless such business remedies every default other than false declarations or fraud within sixty days from the date on which it receives such notice.

1971, c. 64, s. 50; 1975, c. 83, s. 84; 1986, c. 110, s. 15.

50. The Corporation or a trustee acting in its name shall not dispose of property of which it takes possession following the default of its owner to fulfil his obligations, unless it has called for public tenders.

1971, c. 64, s. 51; 1977, c. 5, s. 14; 1979, c. 13, s. 15.

51. No member, officer or employee of the Corporation shall communicate information obtained under this Act or allow it to be communicated to any person not legally entitled thereto or allow such person to examine a document containing such information or have access thereto.

Nevertheless such information may, upon the written application of the interested person or his authorized representative, be communicated to a person designated in the application.

Whoever contravenes this section is guilty of an offence and liable to a fine not exceeding $1 000.

1971, c. 64, s. 52; 1987, c. 68, s. 116; 1990, c. 4, s. 823.

52. The Minister of Industry, Trade, Science and Technology shall have charge of the carrying out of this Act.

1971, c. 64, s. 58; 1979, c. 77, s. 27; 1984, c. 36, s. 44; 1988, c. 41, s. 89; 1994, c. 16, s. 51.

53. (This section ceased to have effect on 17 April 1987).

1982, c. 21, s. 1; U. K., 1982, c. 11, Sch. B, Part I, s. 33.

REPEAL SCHEDULE

In accordance with section 17 of the Act respecting the consolidation of the statutes and regulations (chapter R-3), chapter A-13 of the Revised Statutes, in force on 1 July 1982, is repealed effective from the coming into force of chapter S-11.01 of the Revised Statutes.