Understanding the RE-518 Statuts d’arrangement Form in Quebec (French)

Understanding the Official Form for Statuts d’arrangement (RE-518) in Quebec

The Statuts d’arrangement form, designated as RE-518, is an official document issued by Services Québec to facilitate the registration of arrangements involving corporations governed by the Loi sur les sociétés par actions. This form is essential for any corporation seeking to obtain a certificate of arrangement following court approval of a corporate arrangement. Here, we will explore its purpose, eligibility criteria, step-by-step filling instructions, deadlines, and post-submission procedures.

Purpose and Scope of the Form

The primary aim of the RE-518 form is to officially document modifications to a corporation’s status following a court-approved arrangement. These modifications may include changes to the corporation’s statutes, mergers, dissolutions, or other significant internal or external corporate actions. The completed form ensures that the Québec enterprise register accurately reflects these changes, providing legal certainty and transparency for stakeholders and authorities.

Who Should Use This Form?

This form is exclusively intended for corporations that:

• Are incorporated under the Loi sur les sociétés par actions.
• Have obtained court approval for an arrangement, such as a restructuring, merger, or dissolution.
• Need to formally register the approved arrangement with Services Québec.

Note that the form is not applicable for companies that have not undergone court approval or for other types of business entities outside the scope of the law.

Eligibility Conditions

To be eligible to submit this form, your corporation must:

1. Have an approved arrangement by a competent court.
2. Be in good standing and comply with all legal requirements for corporate modifications.
3. Have the necessary documentation, such as court decisions or merger agreements, to support the requested changes.

Step-by-Step Procedure for Filling Out the Form

Filling out the RE-518 form involves several key sections, which should be completed carefully to ensure proper registration:

Part 1: Corporation Details

• Enter the legal name(s) of the corporation(s) requesting the arrangement.
• Provide the Québec enterprise number (NEQ) for each corporation involved.

Part 2: Modified Corporation(s)

• Indicate the name(s) and NEQ of any corporation(s) whose statutes are being amended.
• Describe the specific modifications to corporate statutes or bylaws.

Part 3: Mergers and Fusions

• List the names and NEQ of corporations resulting from mergers or fusions.
• Attach an annex if multiple entities are involved, detailing each merger’s specifics.

Part 4: Dissolutions

• Provide details of any dissolved corporations, including their names and NEQ.
• Attach supporting documentation if dissolution is part of the arrangement.

Part 5: Other Corporate Actions

• Specify other targeted modifications, such as sale of assets, issuance of securities, or internal restructuring.
• Describe the nature of these actions comprehensively.

Part 6: Additional Information and Signatures

• Indicate the object of the arrangement if it differs from predefined categories.
• Set the date and time for the certificate, as determined by the court.
• Sign the form with the authorized person’s name, position, and date.

Important Deadlines and Submission Guidelines

Once completed, the RE-518 form must be submitted promptly to ensure timely registration of the arrangement. While the form itself does not specify exact deadlines, it is recommended to submit it as soon as possible after court approval to avoid delays in updating corporate records. The form must be signed and transmitted along with any supporting documents, and faxed submissions are not permitted.

Post-Submission Procedures

After submitting the form, Services Québec reviews the documentation to verify compliance and accuracy. If everything is in order, a certificate of arrangement is issued, confirming the modifications officially recorded in the enterprise register. It is advisable to retain copies of all submitted documents and the issued certificate for legal and administrative purposes.

In summary, the RE-518 form is a crucial administrative tool for corporations in Quebec seeking to formalize court-approved arrangements. Proper completion and timely submission ensure that your corporation’s legal status reflects recent changes, maintaining compliance with provincial laws and facilitating ongoing business operations.