C-26, r. 33.1 - Regulation respecting the practice of the profession of certified management accountant within a partnership or joint-stock company

Section 3 Disposition versions

2012-09-01

3. Members of the Order may carry on their professional activities within a partnership or joint-stock company that holds itself out to be exclusively a partnership or joint-stock company of certified management accountants if all the following conditions are met:

(1)  more than 50% of the voting rights attached to the shares or units of the partnership or joint-stock company are held

(a)  by members of the Order or a professional order of certified management accountants or equivalent in a Canadian province or territory who carry on their professional activities within the partnership or joint-stock company;

(b)  by legal persons, trusts or any other enterprise whose voting rights attached to the units, shares, equity securities or other rights are held entirely by one or more persons referred to in subparagraph a;

(c)  by a combination of persons, trusts or enterprises referred to in subparagraphs a and b;

(2)  a majority of the members of the board of directors of the joint-stock company, the partners or, if applicable, the directors appointed by the partners to manage the affairs of the limited liability partnership are the persons referred to in subparagraph a of subparagraph 1 of the first paragraph; they must constitute the majority of the quorum of the board of directors or, if applicable, internal management board;

(3)  at least one member of the Order carrying on professional activities within the partnership or joint-stock company holds a voting unit or share;

(4)  the chair of the board of directors of the joint-stock company or the person who performs similar duties within a limited liability partnership is a voting shareholder or partner and a member of the Order or of a professional order of certified management accountants or equivalent in a Canadian province or territory;

(5)  only a person referred to in subparagraph a of subparagraph 1 of the first paragraph is granted, by voting agreement or proxy, the voting rights attached to a share or voting unit held by a person referred to in that subparagraph or by a legal person, trust or any other enterprise referred to in subparagraph b of subparagraph 1 of the first paragraph.

Members of the Order must ensure that those conditions are stipulated in the contract constituting the limited liability partnership or appear in the articles of incorporation of the joint-stock company, in the unanimous shareholder agreement, or in any other document relating to the constitution or operation of the partnership or joint-stock company and that the documents also stipulate that the partnership or joint-stock company is constituted for the purpose of carrying on professional activities.

O.C. 903-2011, s. 3.