Understanding the Official Statutes Modification Process in Quebec (French)

Understanding the Official Modification of Corporate Statutes in Quebec

If you operate a corporation registered under the Loi sur les sociétés par actions (Business Corporations Act) in Quebec, you might need to update or correct your company’s statutes from time to time. This process is formalized through an official form known as the Statuts de modification (RE-500), issued by Services Québec. This article explains the purpose of this form, when and why you should use it, what information it requires, and how to properly submit it.

What is the Statuts de modification (RE-500) Form?

The Statuts de modification form is a legal document used by corporations to officially record changes to their statutes. Statutes are the foundational rules that govern a company's operations, including its name, share structure, and other key provisions. When a corporation wishes to modify these rules—such as changing its name, updating its share structure, or correcting errors—this form must be completed and submitted to Services Québec.

This form is mandatory for any corporation registered in Quebec that wants to make official amendments to its statutes. It ensures that all modifications are properly documented and registered in the enterprise register, maintaining legal clarity and compliance.

When Should You Use the Statuts de modification Form?

You should complete and submit the Statuts de modification form in the following situations:

• Changing the company's name, including translations into other languages.
• Updating or adding provisions in the statutes related to share structure, directors, or other governance rules.
• Correcting errors, illegal provisions, or irregularities previously recorded in the statutes.
• Making any amendments that require official registration to be enforceable.

It is important to note that the modifications must be approved by the company's authorized representatives before submission.

Key Information Required in the Form

The Statuts de modification form is structured to gather essential details about the corporation and the proposed changes. Here are the main sections:

1. Company Information

• The official name of the corporation as registered in the enterprise register.
• Any translations of the company name into other languages, if applicable.

2. Details of the Modifications

• Indication of the specific change, such as a new company name or other statutory amendments.
• Provision for attaching an annex with further details, especially if the new name includes a numerical designation or other specifications.

3. Corrections to Existing Statutes

• Identification of the statutes and certificates affected by the correction.
• Details of the errors, illegal provisions, or irregularities to be corrected.
• Declaration that the corrections do not risk infringing on the rights of shareholders or creditors.

4. Signatures and Declarations

• The signature of the authorized company representative.
• Declarations affirming that the proposed changes or corrections comply with legal requirements and that reasonable measures have been taken to ensure this.

How to Submit the Statuts de modification

Once completed, the form must be signed by an authorized individual—such as a director or officer—and submitted to Services Québec. The submission should include:

• All pages of the completed form.
• Any supporting documents or annexes, such as the detailed description of the new name or statutory amendments.
• Payment of applicable fees, as specified by the agency.

It is important to note that the form should not be faxed; submissions are typically accepted in person, by mail, or through authorized digital platforms, depending on current procedures.

Points of Attention and Best Practices

Before submitting the form, ensure that:

• All sections are accurately filled out, with correct and current information.
• The signatures are genuine and made by authorized persons.
• The proposed changes are consistent with the company's legal obligations and internal approvals.
• Supporting documents are complete and clearly referenced in the form.

Finally, keep copies of all submitted documents and confirmations of receipt for your records. Proper completion and submission of the Statuts de modification help ensure your corporation's statutory updates are registered smoothly and legally enforceable.