Extraordinary General Meeting Notice — Quebec
Province de Québec — LSAQ (RLRQ c S-31.1) arts. 155–176, art. 169 (résolution spéciale — 2/3 des voix)
NOTICE OF EXTRAORDINARY GENERAL MEETING
AVIS D'ASSEMBLÉE GÉNÉRALE EXTRAORDINAIRE
Corporation: [Dénomination sociale] | NEQ: [NEQ]
Registered Address: [Siège social]
Notice Date: [Date de l'avis]
NOTICE IS HEREBY GIVEN to all shareholders of [Dénomination sociale] that an Extraordinary General Meeting (Assemblée générale extraordinaire) will be held:
Date: [Date de l'assemblée] | Time: [Heure]
Format: [Format]
Location / Platform: [Lieu / plateforme]
PURPOSE AND AGENDA / OBJET ET ORDRE DU JOUR
The meeting is called for the following purpose: [Motif de l'assemblée]
Agenda / Ordre du jour:
[Ordre du jour]
Resolution type required: [Type de résolution]
Note: A special resolution requires approval by at least two-thirds (2/3) of votes cast (art. 169 LSAQ).
PROXY / PROCURATION
Every shareholder entitled to vote may appoint a proxyholder (art. 176 LSAQ). Proxies must be submitted by [Limite procuration] to [Contact procuration] at [Courriel procuration].
Quorum: [Quorum]
BY ORDER OF THE BOARD OF DIRECTORS
[Signataire], [Dénomination sociale]
Authorized Signatory / Signataire autorisé
________________
Signature
What Is a Extraordinary General Meeting Notice — Quebec?
A Extraordinary General Meeting Notice is a formal legal document used in Quebec for business operations, corporate governance, and commercial transactions. Create an Extraordinary General Meeting (EGM) Notice for Quebec corporations under LSAQ (RLRQ c S-31.1) or CBCA. Used for urgent or special resolutions between AGMs — share capital changes, mergers, amendments to articles. Download as PDF or Word. This document operates within Quebec's civil law (Civil Code of Quebec) framework and is designed to provide clear legal protection and certainty for all parties involved. These laws establish the legal requirements for valid agreements, the rights and obligations of the parties, and the remedies available in case of breach or dispute. Understanding the applicable legal framework is essential for drafting an effective Extraordinary General Meeting Notice that will be enforceable under Quebec law. The importance of having a properly drafted Extraordinary General Meeting Notice cannot be overstated. Without a clear, written agreement, parties risk misunderstandings, disputes, and potential legal liability. A well-drafted Extraordinary General Meeting Notice sets out the terms and conditions that govern the relationship between the parties, including their respective rights, obligations, and the procedures for resolving any disagreements that may arise. It serves as the primary reference point should any questions or disputes occur during the course of the arrangement. In today's regulatory environment in Quebec, compliance with legal requirements is increasingly important. A Extraordinary General Meeting Notice helps confirm that all parties are meeting their legal obligations and provides a clear record of the agreed terms for future reference. Using a standardized Extraordinary General Meeting Notice template offers several practical advantages. It confirms that all essential clauses are included, reduces the time and cost of drafting from scratch, and provides a professional framework that can be customized to suit specific needs. Whether you are an individual, a small business owner, or a large corporation operating in Quebec, having access to a well-structured template confirms consistency and completeness in your legal documentation.
When Do You Need a Extraordinary General Meeting Notice — Quebec?
A Extraordinary General Meeting Notice is needed whenever parties in Quebec wish to formalize their arrangement regarding business operations, corporate governance, and commercial transactions. There are numerous situations in which this document becomes essential for protecting the interests of all involved parties. In a business context, you may need a Extraordinary General Meeting Notice when entering into new commercial relationships, when formalizing existing arrangements that have previously been informal, when expanding your business operations, or when restructuring existing agreements. Companies registered with REQ should confirm proper documentation is maintained for all significant business transactions. You should also consider using a Extraordinary General Meeting Notice when there has been a change in circumstances that affects an existing arrangement, when you need to comply with new regulatory requirements, when you wish to update outdated documentation, or when professional advisors recommend formalizing certain aspects of your affairs. In Quebec, maintaining current and accurate legal documentation is considered best practice and can help prevent costly disputes. It is generally advisable to prepare a Extraordinary General Meeting Notice before any issues arise, rather than trying to document terms after a dispute has already begun. Proactive documentation provides clarity and reduces the potential for misunderstandings. If you are unsure whether you need this document for your specific situation in Quebec, consulting with a qualified legal professional can provide guidance tailored to your circumstances. The timing of executing a Extraordinary General Meeting Notice is also important. In Quebec, certain documents must be executed before specific actions are taken or within prescribed time periods to be effective. Delaying the preparation of necessary legal documents can result in complications, lost rights, or additional costs. Therefore, it is recommended to prepare this document as early as possible once the need has been identified.
What to Include in Your Extraordinary General Meeting Notice — Quebec
A well-drafted Extraordinary General Meeting Notice for use in Quebec should contain several essential elements to confirm it is legally effective and provides adequate protection for all parties. Party Identification: The document should clearly identify all parties involved, including their full legal names, addresses, and relevant identification numbers. For individuals in Quebec, this may include identity card or passport numbers. For companies, registration numbers and registered addresses should be specified. Clear identification prevents disputes about who is bound by the agreement. Recitals and Background: The document should include background information explaining the context and purpose of the arrangement. This helps establish the parties' intentions and can be important in interpreting the terms of the document if any ambiguity arises later. The recitals section provides valuable context for the operative provisions that follow. Operative Terms: The core terms and conditions should be set out clearly and thoroughly. This includes the rights and obligations of each party, any conditions or prerequisites, the duration of the arrangement, and any limitations or restrictions. All key terms should be defined precisely to avoid ambiguity and potential disputes. Payment and Financial Terms: Where applicable, the document should specify any payments, fees, deposits, or other financial considerations. The amounts, currency (CAD), payment schedules, and methods of payment should be clearly stated. Any provisions for late payment, interest charges, or adjustments should also be included. Term and Termination: The document should specify its duration, including the start date, end date or conditions for expiry, and any provisions for renewal or extension. The circumstances under which either party may terminate the arrangement early should be clearly defined, along with any notice requirements and the consequences of termination. Dispute Resolution: The document should include provisions for resolving any disputes that may arise, such as negotiation, mediation, arbitration, or litigation. In Quebec, parties may choose to specify the jurisdiction of Quebec courts and the applicable law. Including a clear dispute resolution mechanism can save significant time and expense if disagreements occur. Governing Law and Jurisdiction: The document should specify that it is governed by the laws of Quebec and that disputes shall be subject to the jurisdiction of Quebec courts. This is particularly important in cross-border transactions or where parties are based in different jurisdictions. Signatures and Execution: The document must be properly signed by all parties or their authorised representatives. In Quebec, certain documents may need to be witnessed, notarised, or executed as deeds to be legally effective. The date of execution should be clearly recorded, and each party should retain an original signed copy for their records.
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Reference this free template in an article, syllabus, or research note:
Forms Legal. (2026). Extraordinary General Meeting Notice — Quebec (Quebec) [Legal document template]. Forms Legal. https://forms-legal.com/quebec/business/corporate/extraordinary-general-meeting-notice-quebec
"Extraordinary General Meeting Notice — Quebec (Quebec)." Forms Legal, 2026, https://forms-legal.com/quebec/business/corporate/extraordinary-general-meeting-notice-quebec.
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author = {{Forms Legal}},
title = {Extraordinary General Meeting Notice — Quebec (Quebec)},
year = {2026},
howpublished = {\url{https://forms-legal.com/quebec/business/corporate/extraordinary-general-meeting-notice-quebec}},
note = {Free legal document template. Based on Civil Code of Québec (CCQ), Book Five: Obligations}
}Frequently Asked Questions
An extraordinary general meeting (assemblée générale extraordinaire) in Quebec is convened when the corporation must address urgent or significant matters that cannot wait until the next annual general meeting. Common reasons include: amending the articles of incorporation (changes to share structure, company name, or objects); approving a fundamental change such as a merger, amalgamation, or dissolution; approving a sale of substantially all of the corporation's assets; removing a director by shareholder vote (art. 109 LSAQ); or approving a major transaction. Under article 155 LSAQ, the board of directors, or shareholders holding at least 10% of the issued voting shares (art. 160 LSAQ), may requisition an extraordinary meeting.
Under article 169 of the Quebec Business Corporations Act (LSAQ), a special resolution requires the approval of at least two-thirds (2/3) of the votes cast at the meeting. Special resolutions are required for fundamental changes to the corporation, including amendments to the articles, amalgamations, continuances, arrangements, sales of substantially all assets, and voluntary dissolution. Ordinary resolutions (for less significant matters such as ratifying director appointments or approving financial statements) require a simple majority (more than 50%) of votes cast. The notice of EGM must clearly state whether each agenda item requires an ordinary or special resolution so shareholders can make informed voting decisions.
Yes. Under article 160 LSAQ, one or more shareholders holding not less than 10% of the issued shares carrying the right to vote at a meeting sought to be held may submit a written requisition to the directors to call a meeting. The requisition must state the business to be transacted. If the directors fail to call the meeting within 21 days of receiving the requisition, the requisitioning shareholders may call the meeting themselves (art. 161 LSAQ). This shareholders' right to requisition meetings is an important democratic safeguard in Quebec corporate law, ensuring that minority shareholders can force a meeting on matters they consider important, provided they meet the 10% threshold.
Under article 155 LSAQ, notice of any shareholders' meeting, including an extraordinary meeting, must be given not less than 21 days and not more than 60 days before the meeting date. However, if the shareholders' meeting is being called to approve an amalgamation, continuance, or arrangement, the notice period may be modified by court order or unanimous shareholders' agreement. The notice must be sent to every shareholder entitled to vote, every director, and the auditor (if any). Notice may be waived by unanimous written consent of all shareholders entitled to vote (art. 158 LSAQ). For urgent matters, shareholders may consent to a shorter notice period or hold a meeting without formalities if all consent.
A Extraordinary General Meeting Notice — Quebec does not legally require a lawyer in Quebec, and individuals and businesses may draft and execute the document independently. However, seeking independent legal advice from a qualified Quebec lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Superior Court of Québec has jurisdiction over disputes arising from this type of document, and Registraire des entreprises du Québec may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.
This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer
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