The incorporation of professionals: a simplified
guide!
As mentioned in
our last Info-CRAC, we have prepared for you a comparative chart
of the requirements applicable for the incorporation of various
professions authorized by their own professional orders.
In it you
will find information regarding the date on which the regulation
came into force, the holding of voting shares, the composition
of the board of directors, the quorum at meetings of the board
of directors, the restrictions on activities to be stipulated in
the articles, and the conditions regarding authorized corporate
names, including numbered names.
This table
is a summary. It is accordingly recommended that you always also
refer to the regulation that applies in your case. In fact, you
will find the exact reference to this regulation in the first
row of the table.
The table is
divided into three parts and presented in PDF format for ease of
reading.
Part 1:
chartered accountants (CA), advocates, notaries, certified
general accountants (CGA);
Part 2:
physicians, land surveyors, optometrists, guidance counsellors
and psychoeducators;
Part 3:
dentists, pharmacists, denturologists and
veterinary surgeons.
The order in
which these various professions are presented was determined
based on the effective date of the applicable regulation.
The table
was produced by Me Annie Fredette, Director, Corporate Services,
assisted by Pierre Bilodeau.
Ms. Fredette
also produced, in French and in English, several schedules to the
articles of these professions. They are available, free of
charge, on
IncoWeb®*.
(*The
English versions for the professions of veterinary surgeon,
denturologist and land surveyor as well as the French and
English versions regarding psychoeducators and guidance
counsellors are not yet available.)
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Transmission of information in English: new
guidelines from the REQ
In a note
issued in September 2008, the Quebec Enterprise Registrar
(“REQ”) informed us that all descriptions transmitted in English
for economic activities as well as for the objects or purposes
of a corporation will be translated into French before being
entered in the register. The REQ will accept your translation if
the latter is mentioned in the letter accompanying the
declaration.
The
Registrar confirmed to us that this guideline applies to all
types of legal entities.
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Authentication and legalization of documents filed in
another country
Authentication or legalization
of documents is the procedure that gives official and legal
validity to documents to be used in another country. CRAC can
take care of it for you.
As a first step, we filed your
documents with the competent authority or a professional society
that will proceed with authentications by verifying the
signature of either a commission of oath, notary public, notary and lawyer registered in their particular registry. If they are
in good standing a stamp is placed on the documents and nothing
may be added or removed.
The next step is to have the
documents legalized for use at the relevant foreign country. The
consular services of the embassy in question will verify the
stamp affix on the documents. Once the embassy has deemed the
stamped documents valid they will affix their country's seal, or
stamp establishing that the document is certified to be used in
that country only.
Authentication may be obtained
for documents such as:
-
Articles of Incorporation
- Articles of
Amendment
- Articles of
Continuance
- Power of
Attorney
- Birth
Certificate
- Death
Certificate
- Marriage
Certificate and records
- Educational
documents
For more
information, please call Mrs. Charline Downer at 514-861-2799
extension 339 or
cdowner@crac.com
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Can the word “GÉNIE”
be included in a corporate name? Not always!
Some
actions fall under the exclusive jurisdiction of professionals
working in a given field. The use of certain words is thus
reserved for these professionals. Today, we are re-examining the
right (or not) to use, in a corporate name, the words “génie”,
“ingénierie”, “ingénieur”, “engineer” and “engineering” which
are associated with the engineering sector.
At the
provincial level
1) For
companies incorporated under Part 1A, all corporate names that
include the words “génie”, “ingénierie”, “ingénieur”, “engineer”
and “engineering” are normally refused. However, if the
administrative authorities were to approve a corporate name
because it is clear that the business carries on no activities
associated with the engineering sector (e.g., “Génie de la
couture inc.”), it is important
to know that the Ordre des ingénieurs (the “Ordre”) reserves the
right to intervene and ban its usage.
2) The
terms “génie”, “ingénierie”, “ingénieur”, “engineer” and
“engineering” can be included in the name of an association (general
partnership, for example), provided the associates are
engineers, as stipulated in section 22 of the Quebec
Engineers Act.
3) A
corporate name not including any of the terms banned by the
Ordre but whose activities refer to engineering will also be
refused.
E.g.:
The company name BARTOUNEC INC., whose operations comprise
engineering services.
If this
same company declares activities such as “management” or
“technical services,” the name is acceptable. However, if the
Ordre shows that this company issues invoices for engineering
services, the REQ would no longer authorize the use of this
name.
4) The same
conclusions apply when filing the declaration of activities in
the initial declaration.
Federal corporation (head office in Quebec)
As with
companies incorporated under Part 1A of Quebec, if a federal
corporation whose head office is declared to be in
Quebec tries to register with the Quebec business register, the registration will be refused for the same
reasons as those mentioned above, whether in relation to the
name or activities declared in the declaration of registration.
Foreign corporation (head office outside
Quebec)
This
includes federal corporations with their head office outside Quebec,
companies with a provincial charter other than from Quebec and
foreign companies.
If the
activities refer to engineering or if the name includes one
of the terms banned by the Ordre, provided the company does
employ engineers, the REQ will accept the application for
registration.
What about trade-marks?
The
Canadian Trade-marks Office issued a practice
notice dated June 13, 2007, advising that if a trade-mark is seemingly
the name of a profession, it will be subject to review to determine if
that is in fact the case. If the examining officer believes that
consumers will immediately get the impression that the
merchandise and/or services are offered by a member of the
profession in question, the trade-mark will not be registrable.
The addition of initials clearly descriptive of the professional
designation will not make the trade-mark registrable.
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Ronaldo
Belliveau has been working for CRAC for 8 years already. He
holds the position of Director, Accounting Services, which
includes a team of two employees. His department is an
inextricable part of our services and customer service. Under
his supervision, his team responds to requests regarding
invoicing as well as to all our internal requests. |
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Like any good manager, Ronaldo keeps a
tight hold on the purse strings, but he always finds the
money to treat the employees at CRAC and make sure they
enjoy their time together. Ronaldo always makes sure
there is candy at Halloween and likes to cool everyone
down with ice cream on a hot Friday, but he also knows
how to put a personal touch on such treats by brining in
home-made desserts!
He
is the father of two boys, Jérémy and Nicolas, with whom
he shares his passion for downhill skiing in the winter
and for whom he becomes a soccer coach for kids in
Chambly in the summer. He also takes social dancing
classes with his significant other, Andrée. On top of
all that, Ronaldo has a great sense of humour and has
been known to play tricks on people on occasion. In
short, an accountant you can really love (and no brown
socks…).
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