What are the terms of a transfer of shares of a business corporation?

Both in Canada and in Quebec, the first tool of a transfer of shares is of course the sale contract which will include all the particulars of the transaction (number of shares transferred, price, payment, guarantees, attestations, etc). Some sale contracts can be very simple, if the transfer takes place between two shareholders already involved in the business corporation, and others very complex; think for example of the acquisition of all the shares of a business. In all cases however, the transfer must be authorized by a resolution of the board of directors of the business corporation and we will have to ensure the respect of the provisions of the shareholder agreement, if necessary. The Quebec Securities Act applying also to any transaction in securities made by a business corporation which has its head office (called the registered office in the federal jurisdiction) situated in the province of Quebec, these provisions will have to be the subject of a particular analysis. National Instrument 45-106 regarding prospectus and registration exemptions, adopted by the Canadian Securities Administrators, will find its application to a business corporation of federal jurisdiction and will also have to be the subject of a particular analysis.

This change will have to be reflected in the registers of the minute book of the business corporation and a declaration of current update will have to be filed with the Québec enterprise registrar if the business corporation has its head office (called the registered office in the federal jurisdiction) situated in the province of Quebec.