How to amend articles of incorporation in Quebec

Board recommendation under art. 350

The directors propose the amendment. The board adopts a resolution recommending the amendment and calling a meeting or solicitng a written resolution where permitted.

Special resolution threshold under art. 351

Two-thirds of votes cast. The articles may impose a higher threshold.

Class voting under art. 353

Quebec requires a separate class vote for amendments affecting a class. Each affected class votes separately as a class by special resolution.

French-language requirements

Under the Charter of the French Language and the strengthened Bill 96 (2022), Quebec corporations conduct business in French. The articles, the certificate of amendment, and related corporate documents must be available in French (bilingual French-English permitted). The shareholder meeting may be conducted in any language but minutes are typically maintained in French or bilingually.

REQ filing and Bill 78 beneficial-ownership register

The articles of amendment are filed with the Registraire des entreprises du Québec (REQ). The REQ is the Quebec corporate registry, distinct from Corporations Canada or provincial registrars elsewhere. Following Bill 78 amendments (effective March 2023), class-affecting amendments require updates to the Quebec beneficial-ownership register filed with the REQ.

Procedure

The amendment procedure as it applies in Quebec, in seven steps:

1. Confirm the articles provision to amend

   Identify the provision being amended. Confirm whether the amendment triggers art. 353 class voting. Plan French-language preparation of the amendment text and shareholder materials.

2. Draft the amendment in clean replacement form (French and bilingual where appropriate)

   Draft the amendment as the new text. For Quebec corporations operating primarily in French, the amendment must be in French; bilingual versions are common for cross-border or English-operating Quebec corporations.

3. Pass the board resolution under art. 350

   The board adopts a resolution recommending the amendment. Minutes may be in French or bilingually.

4. Obtain shareholder special resolution at the two-thirds threshold

   Two-thirds of votes cast under art. 351. If a class vote is required under art. 353, obtain a separate class vote.

5. File the articles of amendment with the Registraire des entreprises du Québec (REQ)

   Filing through the REQ online portal. The amendment becomes effective on the date on the certificate of amendment issued by the REQ.

6. Record the amendment in the minute book and update the beneficial-ownership register

   Place the certificate, articles of amendment, board resolution, and shareholder special resolution in the minute book. Update the Bill 78 beneficial-ownership register filed with the REQ if the amendment affects class ownership.

7. Process dissent rights and notify counterparties

   If the amendment triggers dissent rights under art. 372, comply with the procedure. Notify counterparties. Update the securities register, beneficial-ownership register, and cap table.

Common mistakes

Common QBCA failure points in amending articles:

• Filing amendments in English only (Quebec Charter requires French)
• Missing the art. 353 class-vote requirement
• Failing to update the Bill 78 beneficial-ownership register after class-affecting amendments
• Filing with Corporations Canada (federal) instead of the REQ (Quebec)