Help › Legal › Declare an interest
Declare an interest
Showing Quebec. Select your province in settings.
Quebec stands fully covered: its own filings and guidance stand in the books beside the federal ones.
A director with a stake in a decision says so, and takes no part in deciding it.
A director may acquire rights in the property under the legal person’s administration, or enter into a contract with it. The director tells the legal person at once, giving the nature and value of the rights being acquired, and asks that the fact be recorded in the minutes; the director stays out of the discussion and the vote on the question, except in case of necessity. The rule does not reach a director’s own remuneration or conditions of employment. Binds: Quebec legal persons (Civil Code of Québec).
The law’s own words
“A director may, even in carrying on his duties, acquire, directly or indirectly, rights in the property under his administration or enter into contracts with the legal person.”
Act respecting the Civil Code of Québec (S.Q. 1991, c. 64) — Civil Code of Québec, art. 325 · Read it at LégisQuébec · Verified 2026-11-10
“The director shall immediately inform the legal person of any acquisition or contract described in the first paragraph, indicating the nature and value of the rights he is acquiring, and request that the fact be recorded in the minutes of proceedings of the board of directors or the equivalent. He shall abstain, except in case of necessity, from the discussion and voting on the question.”
Act respecting the Civil Code of Québec (S.Q. 1991, c. 64) — Civil Code of Québec, art. 325 · Read it at LégisQuébec · Verified 2026-11-10
“This rule does not, however, apply to matters concerning the remuneration or conditions of employment of the director.”
Act respecting the Civil Code of Québec (S.Q. 1991, c. 64) — Civil Code of Québec, art. 325 · Read it at LégisQuébec · Verified 2026-11-10
Civil Code of Québec, article 325
“A director may, even in carrying on his duties, acquire, directly or indirectly, rights in the property under his administration or enter into contracts with the legal person.” “The director shall immediately inform the legal person of any acquisition or contract described in the first paragraph, indicating the nature and value of the rights he is acquiring, and request that the fact be recorded in the minutes of proceedings of the board of directors or the equivalent. He shall abstain, except in case of necessity, from the discussion and voting on the question.” “This rule does not, however, apply to matters concerning the remuneration or conditions of employment of the director.”
Source: Civil Code of Québec, art. 325 · Checked 2026-11-10