The Business Corporations Act (BCA), which came into effect on February 14, 2011, introduces a new regime for companies, now referred to as "corporations". This is a new simplified law inspired by the best federal and provincial legislation in Canada, as well as legislation from the United States. The last reform of this law was over thirty years ago.

No formalities are required to become a "corporation". All companies governed by "Part 1A" of the "former" Companies Act are automatically governed by the provisions of the BCA. No filing of a continuation or with the Registrar of Companies of Quebec is required.

However, the few companies still governed by "Part 1" of the Companies Act must file articles in order to continue under the BCA regime in order to continue their existence. Failure to do so within a period of five years will result in automatic dissolution by the Registrar of Companies.

However, it is advisable to update your company in order to align it with the provisions of this new law, including the adoption of new general regulations, now called by-laws, and a new model of share certificate.

Another major element to review is the shareholders' agreement, which may need to be split into two parts. The first agreement will contain the "buy-sell" provisions, and the second agreement, the #G(unanimous shareholders' agreement]G[499]G# ("USA"), will contain the clauses that remove or restrict the powers of the directors. The BCA now allows the court to modify the provisions of an existing USA, which could greatly disrupt the balance of shareholders present and go against the will of the parties to the agreement. The existence of a USA must also be disclosed to the Registrar of Companies and creditors will have access to it. Hence the importance of separating the two agreements.

We therefore invite you to contact a notary from NOTAIRE-DIRECT INC, in order to obtain more information on this matter and undertake the necessary adjustments with you.