UPDATE - Corporate Services During The Covid-19 Crisis: Obtaining, Disclosing, Modifying and Filing of Corporate Documentation

In light of the provincial partial shut-down of all non-essential services in the rapidly-evolving context of the COVID-19 crisis, Québec businesses may be left wondering what services Corporations Canada and the Registraire des entreprises (the "REQ") are still offering, and what impacts the crisis may have on the delays in processing these services. Given the high volume of communications our teams have processed with these governmental entities on a daily basis since the beginning of the outbreak in Canada, we are pleased to share with you our experience of how COVID-19 may have affected their operations. More particularly, we wish to inform you of which services remain available with respect to incorporations or other corporate reorganizations and modifications, and whether corporate filings obligations have been affected. Please note that we will use our best efforts to update this information as the situation evolves.

Services  not affected

The good news is that the vast majority of the services managed and offered by Corporations Canada and the REQ continue to be offered, as they are open with their employees working from home and such services continue to be offered online:

Incorporations

All services relating to starting a business remain available, and our teams have not experienced unusual delays for the processing of such requests. Such services include, but are not limited to:

1. Incorporations;
2. Registrations.

Annual Updates

All services relating to annual filings remain available, and our teams have not experienced unusual delays for processing these services. Such services include, but are not limited to:

1. Annual return filings (for federally incorporated corporations);
2. Annual updating obligations (for Québec corporations). The good news for businesses, in this regard, is the adoption by the REQ on April 16, 2020 of a relief measure concerning the deadline for the payment of annual registration fees for the year 2020. Thus, for all companies whose deadline for filing the annual update declaration was between March 13, 2020 and August 31, 2020, the REQ has decided to extend these deadlines for payment of registration fees to September 1, 2020. This measure harmonizes in particular with that of Revenue Québec, which also extends to September 1, 2020 the deadline for paying any balance of taxes, contributions or annual registration fees to the enterprise registered in relation to the tax return for the 2019 taxation year.

Corporate reorganizations

All services relating to corporate reorganizations remain available, and our teams have not experienced unusual delays for processing these services. Such services include, but are not limited to:

1. Continuation from a federally incorporated corporation to a Québec corporation;
2. Prorogation from a Québec corporation to a federally incorporated corporation;
3. All services relating to the modification of corporate structure.

Mergers

All services related to mergers remain available, and our teams have not experienced any unusual delays in the processing of such requests. It is worth noting that all statutory declarations required for mergers are now available by electronic means.

Arrangements

All services and delays relating to arrangements remain unchanged.

Dissolutions

All services relating to dissolutions and cancellations of registrations remain unchanged.

Services that are affected

At the provincial level, all requests for copies of documents dating prior to 2009 are in paper format, and as such, will only be processed once the physical return of employees to the workplace occurs. Should you require paper copies of records that span periods dating prior to 2009 and after 2009, it is recommended that you process two separate applications. The REQ will be able to process the period after 2009 faster. Application for documents prior to 2009 will be processed once the situation is rectified.

In addition, with respect to the REQ, it should be noted that the processing of documents that are not filed electronically (i.e., so-called "paper" filings sent by e-mail or mail) has just been resumed after several weeks of being halted. Unusual delays are to be expected however, due to the backlog accumulated during the halt. Though initially the REQ had decided that the processing of these documents was only to be resumed upon return by employees to work in its physical premises, the REQ fortunately decided to gradually resume the processing of such requests. Should you need such documents quickly, in order to reduce delays, please consider requesting priority service if available. Note that these non-electronic filings may include, amongst other things, the filing of articles of amendment to correct corporate articles, the filing of requests for authorization to be continued under a new jurisdiction, or the filing of documents for the incorporation of a non-profit organization (NPO).

Business Continuity for Authorities

The REQ

The REQ remains open, with its employees working from home. All online services are still available, however the REQ has forewarned that certain delays may be incurred in the processing of applications. As of now, our teams have not experienced longer processing delays caused by the situation.

The following is the order of priority the REQ will follow in processing applications for the duration of the crisis :

1. Services related to staring businesses : registrations, incorporations, revocations of cancellation of registrations, continuations, mergers and letters patent;
2. Other requests submitted through priority processing;
3. Requests for certificates of attestation  or copies of documents (as of 2009).

Corporations Canada 

Corporations Canada also remains open, with all of its employees  working from home. The organisation has guaranteed that all online requests will be treated, but has also forewarned that longer delays may be incurred. As of now, our offices have not experienced longer processing delays caused by the situation.

Conclusion

Aside from accessing corporate documentation dating prior to 2009 and from possible unusual delays in the processing of non-electronic documents, the REQ and Corporations Canada have, thus far, managed to maintain all of their services without incurring additional delays. As such, corporate filing requirements and obligations to update corporate information must still be respected. Please note that as the situation evolves daily, we will update this bulletin on a best-efforts basis.