The limited role of CPAs on matters of incorporation and legal publicity

In Quebec, only lawyers and notaries are authorized to prepare or draft agreements, motions, by-laws, resolutions (unless such a resolution is prepared by the secretary of a company or organization) or other similar documents related to the constitution, reorganization, amalgamation or winding-up of a for-profit or not-for-profit legal person, on behalf of a third party. Any person who is neither a lawyer nor a notary who performs one of these acts may be brought before the Court of Quebec by the Barreau du Québec or the Chambre des notaires du Québec for illegal practice of the profession. If convicted, fines could range from $2,500 to $62,500.

Although the CPA Order does not share their view, the Barreau du Québec and the Chambre des notaires du Québec also maintain that lawyers and notaries alone are authorized to prepare documents referred to in the Act respecting the legal publicity of enterprises, such as annual declarations, amending declarations and other similar documents, on behalf of a third party. Caution should be exercised when it comes to such documents and it may be wiser to have them completed by the client or the client’s legal counsel.

However, CPAs can provide financial, administrative and tax advice, submit projects or studies on such matters and discuss assessments levied against their clients with the Canada Revenue Agency and Revenu Québec.

If you are unsure about the acts you can perform as a CPA, contact the syndic of the Order at syndic@cpaquebec.ca.

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