How to Apply for Additional Letters Patent in Quebec (French)

Understanding the Application for Additional Letters Patent in Québec

If you are a corporation registered with the Registraire des entreprises du Québec and wish to modify certain key aspects of your legal status, you may need to submit an application for additional letters patent. This process is essential when your corporation seeks to officially confirm changes to its structure, such as its name, objects, or administration, through a formal legal document issued by the government.

What Is the Purpose of the Application?

The application for additional letters patent is a formal request that allows a corporation to have the Québec government officially recognize amendments made to its original letters patent. These amendments could involve changes to:

• The corporation’s powers or objects
• The number of directors or administrators
• The corporation’s name or its translation into another language
• The location of its registered office (locality)
• The real estate owned by the corporation or its income derived from such assets
• Other provisions specified in the corporation’s resolution

This process ensures that the corporation’s legal status and official records are aligned with its current structure and objectives, providing clarity and legal certainty for its operations.

Key Elements to Include in the Application

1. The Corporation’s Details

Provide the legal name of the corporation as registered in the Québec registry. If applicable, include the corporation’s Numéro d’entreprise du Québec (NEQ).

2. The Resolution of Modification

The application must include a resolution adopted by the corporation’s authorized members or directors. This resolution specifies the changes requested, such as modifications to objects, powers, the number of directors, or the corporation’s name.

• The resolution must be signed by at least two-thirds of the members present at a special general meeting or signed by all members if no meeting is held.
• A certified copy of this resolution may be required as supporting documentation.

3. Declaration Under Oath

An authorized representative of the corporation must submit a sworn declaration affirming the accuracy of the information provided and their authority to act on behalf of the corporation. This declaration must be signed before a commissioner for oaths, such as a notary or a judge.

How to Submit the Application

The completed application form, identified as RE-502, must be submitted to the Registraire des entreprises du Québec. All pages of the form, along with any supporting documents like the resolution and sworn declaration, should be sent together. It is important to note that faxed copies are not accepted; submissions must be made via mail or through the official online platform, if available.

Points of Attention and Tips

• Ensure accuracy: Double-check all information, especially the corporation’s name, NEQ, and details of the resolution, to prevent delays.
• Proper signatures: The resolution and declaration must be signed by authorized persons, and the declaration must be sworn before a qualified officer.
• Supporting documents: Include certified copies of the resolution and any other relevant documentation to facilitate processing.
• Legal compliance: Confirm that the requested changes are made in good faith and in the corporation’s best interest, as false or illegal requests may be rejected.

Additional Considerations

Once the application is reviewed and approved, the Registraire des entreprises will issue the additional letters patent, officially confirming the amendments. This legal document becomes part of the public record and provides official recognition of your corporation’s updated structure.

It is recommended to consult with a legal professional or a corporate services provider if you have specific questions about your application or need assistance preparing the required documentation.