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Civil Code of Québec


TITLE FIVE
LEGAL PERSONS

CHAPTER I
JURIDICAL PERSONALITY

DIVISION I
CONSTITUTION AND KINDS OF LEGAL PERSONS

298. Legal persons are endowed with juridical personality.

Legal persons are established in the public interest or for a private interest.

1991, c. 64, a. 298.

299. Legal persons are constituted in accordance with the juridical forms provided by law, and sometimes directly by law.

Legal persons exist from the coming into force of the Act or from the time prescribed therein if they are established in the public interest or if they are constituted directly by law or through the effect of law; otherwise, they exist from the time provided for in the Acts that are applicable to them.

1991, c. 64, a. 299.

300. Legal persons established in the public interest are primarily governed by the special Acts by which they are constituted and by those which are applicable to them; legal persons established for a private interest are primarily governed by the Acts applicable to their particular type.

Both kinds of legal persons are also governed by this Code where the provisions of such Acts require to be complemented, particularly with regard to their status as legal persons, their property or their relations with other persons.

1991, c. 64, a. 300.

DIVISION II
EFFECTS OF JURIDICAL PERSONALITY

301. Legal persons have full enjoyment of civil rights.

1991, c. 64, a. 301.

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.

1991, c. 64, a. 302.

303. Legal persons have capacity to exercise all their rights, and the provisions of this Code respecting the exercise of civil rights by natural persons are applicable to them, adapted as required.

They have no incapacities other than those which may result from their nature or from an express provision of law.

1991, c. 64, a. 303.

304. Legal persons may not exercise tutorship or curatorship to the person.

They may, however, to the extent that they are authorized by law to act as such, hold office as tutor or curator to property, liquidator of a succession, sequestrator, trustee or administrator of another legal person.

1991, c. 64, a. 304.

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.

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.

1991, c. 64, a. 305.

306. A legal person may engage in an activity or identify itself under a name other than its own name. It shall give notice to the enterprise registrar by filing a declaration to that effect in accordance with the Act respecting the legal publicity of enterprises (chapter P-44.1) and, if the legal person is a syndicate of co-owners, apply for the registration of such a notice in the land register.

1991, c. 64, a. 306; 2000, c. 42, s. 1; 2002, c. 45, s. 157; 2010, c. 7, s. 164.

307. The domicile of a legal person is at the place and address of its head office.

1991, c. 64, a. 307.

308. A legal person may change its name or its domicile by following the procedure established by law.

1991, c. 64, a. 308.

309. Legal persons are distinct from their members. Their acts bind none but themselves, except as provided by law.

1991, c. 64, a. 309.

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.

In case of inconsistency between the constituting act and the by-laws, the constituting act prevails.

1991, c. 64, a. 310.

311. Legal persons act through their organs, such as the board of directors and the general meeting of the members.

1991, c. 64, a. 311.

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.

1991, c. 64, a. 312.

313. The by-laws of a legal person set out the contractual relations existing between the legal person and its members.

1991, c. 64, a. 313.

314. A legal person exists in perpetuity unless otherwise provided by law or its constituting act.

1991, c. 64, a. 314.

315. 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.

1991, c. 64, a. 315.

316. 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.

1991, c. 64, a. 316.

317. 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.

1991, c. 64, a. 317.

318. The court, in deciding an action by a third person in good faith, may rule that a person or group not having status as a legal person has the same obligations as a legal person if the person or group acted as such in respect of the third person.

1991, c. 64, a. 318.

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.

The ratification does not effect novation; the person who acted has thenceforth the same rights and is subject to the same obligations as a mandatary in respect of the legal person.

1991, c. 64, a. 319.

320. A person who acts for a legal person before it is constituted is bound by the obligations so contracted, unless the contract stipulates otherwise and includes a statement to the effect that the legal person might not be constituted or might not assume the obligations subscribed in the contract.

1991, c. 64, a. 320.