The Business corporations incorporated under the Quebec Business corporation Act or under the Canada Business Corporations Act are endowed with juridical personality. They are legal persons.
These legal persons are constituted in accordance with the juridical forms provided by law.
Legal persons have full enjoyment of civil rights. Every legal person has a patrimony which may, to the extent provided by law, be divided or appropriated to a purpose. It also has the extra-patrimonial rights and obligations flowing from its nature. Legal persons have capacity to exercise all their rights.They have no incapacities other than those which may result from their nature or from an express provision of law.
Every legal person has a name which is assigned to it when it is constituted, and under which it exercises its rights and performs its obligations. It shall be assigned a name which conforms to law and which includes, where required by law, an expression that clearly indicates the juridical form assumed by the legal person. A legal person may engage in an activity or identify itself under a name other than its own name. It shall file a notice to that effect with the Registraire des entreprises.
The domicile of a legal person is at the place and address of its head office.
A legal person may change its name or its domicile by following the procedure established by law.
Legal persons are distinct from their members. Their acts bind none but themselves, except as provided by law.
The functioning, the administration of the patrimony and the activities of a legal person are regulated by law, the constituting act and the by-laws; to the extent permitted by law, they may also be regulated by a unanimous agreement of the members. In case of inconsistency between the constituting act and the by-laws, the constituting act prevails.
Legal persons act through their organs, such as the board of directors and the general meeting of the members. A legal person is represented by its senior officers, who bind it to the extent of the powers vested in them by law, the constituting act or the by-laws.The by-laws of a legal person set out the contractual relations existing between the legal person and its members.
A legal person exists in perpetuity unless otherwise provided by law or its constituting act.
The members of a legal person are liable toward the legal person for anything they have promised to contribute to it, unless otherwise provided by law.
In case of fraud with regard to the legal person, the court may, on the application of an interested person, hold the founders, directors, other senior officers or members of the legal person who have participated in the alleged act or derived personal profit therefrom liable, to the extent it indicates, for any damage suffered by the legal person. In no case may a legal person set up juridical personality against a person in good faith if it is set up to dissemble fraud, abuse of right or contravention of a rule of public order.
Other rules are applicable.
Call Me Christian Dufourd at (514) 482-0887