2. In all other circumstances, members of the Order are authorized to practise their profession within a limited liability partnership or joint-stock company provided the following conditions are met: (1) at all times, more than 50% of the voting rights attached to the shares of the partnership or company are held: (a) by the following persons practising in the partnership or joint-stock company:
i. members of a professional order governed by the Professional Code (chapter C-26);
ii. professional accountants who are members of a professional order of accountants or the equivalent in a Canadian province or territory;
iii. real estate or mortgage brokers holding a licence issued by the Organisme d’autoréglementation du courtage immobilier du Québec under the Real Estate Brokerage Act (chapter C-73.2);
iv. insurance representatives, claims adjusters and financial planners holding a certificate issued by the Autorité des marchés financiers under the Act respecting the distribution of financial products and services (chapter D-9.2);
v. dealers, advisers and investment fund managers registered as such in accordance with Title V of the Securities Act (chapter V-1.1);
vi. actuaries who are members of the Canadian Institute of Actuaries; and
vii. persons carrying on activities similar to those referred to in subparagraphs iii to v under an Act of another Canadian province or territory setting out rules similar to those that apply to members of the Order;
(b) by legal persons, trusts or any other enterprise, the voting rights or partnership shares of which are held wholly by one or more persons contemplated in subparagraph a;
(c) by a combination of persons contemplated in subparagraphs a and b;
(2) a majority of the directors of the board of directors of the joint-stock company as well as a majority of partners or managers appointed by the partners to manage the affairs of the limited liability partnership are persons contemplated in subparagraph a of subparagraph 1;
(3) the board of directors or a similar internal management board is made up of a majority of persons contemplated in subparagraph a of subparagraph 1 who shall, at all times, constitute the majority of the quorum of such boards.
The member of the Order shall ensure that the conditions set out in the first paragraph are included in the articles of constitution of the joint-stock company or in the contract creating the limited liability partnership and that these documents also stipulate that the partnership or company is constituted for the purpose of carrying on professional activities.
O.C. 57-2003, s. 2; S.Q. 2012, c. 11, s. 43.