|Written by Me Sébastien Fiset , LL.B., B.A.A.|
|Monday, 06 April 2020 18:00|
CONSTITUTION AND KINDS OF LEGAL PERSONS
EFFECTS OF JURIDICAL PERSONALITY
302. 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.
303. Legal persons have capacity to exercise all their rights, and the provisions of this Code concerning the exercise of civil rights by natural persons are applicable to them, adapted as required.
304. Legal persons may not exercise tutorship or curatorship to the person.
305. 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.
306. La personne morale peut exercer une activité ou s’identifier sous un nom autre que le sien. Elle doit en donner avis au registraire des entreprises en lui produisant une déclaration en ce sens conformément à la Loi sur la publicité légale des entreprises (chapitre P-44.1) et, si elle est un syndicat de copropriétaires, requérir l’inscription d’un tel avis sur le registre foncier.
307. The domicile of a legal person is at the place and address of its head office.
308. A legal person may change its name or its domicile by following the procedure established by law.
309. Legal persons are distinct from their members. Their acts bind none but themselves, except as provided by law.
310. 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.
311. Legal persons act through their organs, such as the board of directors and the general meeting of the members.
312. 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.
313. The by-laws of a legal person establish contractual relations between the legal person and its members.
314. A legal person exists in perpetuity unless otherwise provided by law or its constituting act.
315. The members of a legal person are bound towards the legal person for anything they have promised to contribute to it, unless otherwise provided by law.
317. The juridical personality of a legal person may not be invoked against a person in good faith so as to dissemble fraud, abuse of right or contravention of a rule of public order.
318. The court, in deciding an action brought by a third person in good faith, may rule that a person or group not having the status of a legal person is bound in the same way as a legal person, if the person or group acted as such towards the third person.
319. A legal person may ratify an act performed for it before it was constituted; it is then substituted for the person who acted for it.
OBLIGATIONS AND DISQUALIFICATION OF DIRECTORS
JUDICIAL ATTRIBUTION OF PERSONALITY
PROVISIONS APPLICABLE TO CERTAIN LEGAL PERSONS
FUNCTIONAL STRUCTURE OF LEGAL PERSONS
§ 1. — Administration
§ 2. — General meeting
§ 3. — Provisions common to meetings of directors and general meetings
DISSOLUTION AND LIQUIDATION OF LEGAL PERSONS
Last Updated on Monday, 06 April 2020 18:00