Corporate by-laws template Quebec and Canada
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Free template to adapt to your situation: replace the sample information (names, addresses, dates, amounts, references) with your own.
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General By-law No. 1 of [Corporation Name Inc.]
A corporation incorporated under the [Business Corporations Act (Quebec) / Canada Business Corporations Act], NEQ [___].
1. Head office and seal
The head office of the corporation is located in the Province of Quebec, at the address determined by the board of directors. The corporation is not required to have a seal.
2. Board of directors
- The board consists of the number of directors set out in the articles, namely [number / a minimum of ___ and a maximum of ___].
- Directors are elected at the annual meeting for a term of [one year] and are eligible for re-election.
- Quorum: [a majority] of the directors in office.
- Meetings are called by the president or any two directors on [48 hours’] notice and may be held by technological means.
- A written resolution signed by all directors is as valid as if passed at a meeting.
3. Officers
The board appoints a president, a secretary and, as needed, a treasurer and other officers. The same person may hold more than one office. The board determines their powers and remuneration.
4. Shareholder meetings
- The annual meeting is held within the time prescribed by law, on the date set by the board.
- Notice of meeting: at least [10] days before the meeting.
- Quorum: holders of [a majority] of the voting shares, present or represented by proxy.
- A written resolution signed by all shareholders entitled to vote is as valid as if passed at a meeting.
5. Shares
Shares are issued by resolution of the board, on the terms set out in the articles. Share transfers are subject to the restrictions set out in the articles [and in the unanimous shareholder agreement] and to board approval. The corporation maintains a securities register and a register of individuals with significant control.
6. Financial year, signing authority and banking
The financial year ends on [date] of each year. Contracts and documents are signed by [the president or any two directors]. The board designates the financial institutions and signing officers for the accounts.
7. Indemnification
To the extent permitted by law, the corporation indemnifies its directors and officers against costs and liabilities arising from the performance of their duties, except in the case of gross or intentional fault.
Adopted by the board of directors on [date] and ratified by the shareholders on [date].
President: ______________________________ Secretary: ______________________________
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Drafting notes
- By-laws govern internal management; they are kept in the minute book and are not filed with the enterprise register.
- In case of conflict, the statute prevails over the articles, and the articles prevail over the by-laws.
- For a corporation with several shareholders, complete these by-laws with a shareholder agreement (right of first refusal, shotgun clause, death or disability).
- The register of individuals with significant control is mandatory under both the CBCA and Quebec’s Act respecting the legal publicity of enterprises.
How to use this template
- Download the letter in Word or PDF with the button above.
- Adapt it to your situation: your contact information, the recipient’s, the facts, dates and amounts.
- Send it and keep a dated copy.
About the author
Sonia Pin Legal counsel, business law
Sonia Pin is a legal professional specializing in business law and commercial litigation. She drafts and updates the contract and letter templates published on Avocat Montréal, with a focus on Quebec civil law (Civil Code of Québec) and the practical requirements of the courts and administrative tribunals.
