Companion guide for enterprises wishing to obtain or renew an authorization to enter into a public contract/subcontract Janvier 2016 1 INTRODUCTION 5 WHO SHOULD USE THIS GUIDE? ........................................................................................................ 6 FRAMEWORK GOVERNING ENTERPRISES WISHING TO OBTAIN OR RENEW AN AUTHORIZATION .......................... 6 AMF E-SERVICES 9 ACCESSING AMF E-SERVICES ......................................................................................................... 10 USER AUTHENTICATION ................................................................................................................ 11 USING AMF E-SERVICES ............................................................................................................... 12 OBTAINING AN AUTHORIZATION 14 STEPS TO FOLLOW FOR THE APPLICATION FOR AUTHORIZATION ............................................................... 15 STEP A – FILLING OUT AND SENDING AN APPLICATION FOR AUTHORIZATION .............................................. 16 GENERAL INFORMATION 16 STEP 1 OF 8 – IDENTIFICATION 17 STEP 2 OF 8 – ADDITIONAL INFORMATION 18 STEP 3 OF 8 – IDENTITY OF THE RESPONDENT 20 STEP 4 OF 8 – STATEMENT 22 STEP 5 OF 8 – SUPPORTING DOCUMENTS REQUIRED 23 STEP 6 OF 8 – FEES PAYABLE AND PAYMENT 26 STEP 7 OF 8 –TRANSMISSION 27 STEP 8 OF 8 – CONFIRMATION OF DELIVERY 27 RECEIPT AND ANALYSIS OF THE APPLICATION FOR AUTHORIZATION 28 STEP B – RECEIVING THE AUTHORIZATION TO DISCLOSE THE ENTERPRISE’S BUSINESS RELATIONSHIPS................ 28 STEP C – DISCLOSING THE ENTERPRISE’S PROPER BUSINESS RELATIONSHIPS ............................................... 28 GENERAL INFORMATION 29 DISCLOSING THE PROPER BUSINESS RELATIONSHIPS 30 STEP D – HOW TO DISCLOSE THE ENTERPRISE’S BUSINESS RELATIONSHIPS.................................................. 35 HOW TO DISCLOSE A LEVEL 2 RELATIONSHIP 35 HOW TO DISCLOSE A LEVEL 3 RELATIONSHIP 36 SUPPORTING DOCUMENTS 39 SECURITY CLEARANCE REPORTS 42 STEP E – VALIDATING INFORMATION ENTERED BY THE ENTERPRISE .......................................................... 43 LAUNCHING THE “VALIDATE AND END DATA ENTRY” FUNCTION 43 STEP F – FINALIZING THE ENTRY OF THE ENTERPRISE’S BUSINESS RELATIONSHIPS ......................................... 45 STEP G – SENDING THE ADD/CHANGE BUSINESS RELATIONSHIPS APPLICATION ........................................... 46 GENERAL INFORMATION 46 STEP 1 OF 4 – IDENTIFICATION AND DESCRIPTION OF APPLICATION: 47 STEP 2 OF 4 – SUMMARY OF DISCLOSED BUSINESS RELATIONSHIPS 47 STEP 3 OF 4 –TRANSMISSION 48 STEP 4 OF 4 – CONFIRMATION OF DELIVERY 48 2 RENEWAL 49 STEPS TO FOLLOW FOR THE APPLICATION FOR RENEWAL OF AUTHORIZATION .............................................. 50 STEP A – VERIFYING AND UPDATING THE ENTERPRISE'S BUSINESS RELATIONSHIPS ....................................... 51 STEP B – VALIDATING INFORMATION UPDATED BY THE ENTERPRISE ......................................................... 51 STEP C – FINALIZING THE UPDATE OF THE ENTERPRISE'S BUSINESS RELATIONSHIPS ....................................... 52 STEP D – SENDING THE ADD/CHANGE BUSINESS RELATIONSHIPS APPLICATION ........................................... 52 STEP E – FILLING OUT AND SENDING THE APPLICATION FOR RENEWAL ...................................................... 53 GENERAL INFORMATION 53 STEP 1 OF 7 – IDENTIFICATION 54 STEP 2 OF 7 – RENEWAL/NON-RENEWAL OF AUTHORIZATION 55 FORMER NAMES 56 STEP 3 OF 7 – STATEMENT 57 STEP 4 OF 7 – SUPPORTING DOCUMENTS REQUIRED 58 STEP 5 OF 7 – FEES PAYABLE AND PAYMENT 61 STEP 6 OF 7 – TRANSMISSION 62 STEP 7 OF 7 – CONFIRMATION OF DELIVERY 62 RECEIPT AND ANALYSIS OF THE APPLICATION FOR RENEWAL OF AUTHORIZATION 63 NON-RENEWAL 64 STEPS TO FOLLOW FOR AN APPLICATION FOR NON-RENEWAL.................................................................. 65 STEP A – FILLING OUT AND SENDING THE APPLICATION FOR NON-RENEWAL ............................................... 66 GENERAL INFORMATION 66 STEP 1 OF 7 – IDENTIFICATION 67 STEP 2 OF 7 – RENEWAL/NON-RENEWAL OF AUTHORIZATION 68 STEP 3 OF 4 – TRANSMISSION 69 STEP 4 OF 4 – CONFIRMATION OF DELIVERY 69 RECEIPT AND ANALYSIS OF THE APPLICATION FOR NON-RENEWAL 70 FOLLOWING UP ON APPLICATIONS 71 FOLLOWING UP ON APPLICATIONS ................................................................................................... 72 ACCESSING THE MANAGE BUSINESS RELATIONSHIPS FUNCTION ONCE THE APPLICATION HAS BEEN SUBMITTED ... 74 AMF DECISION 75 WAITING FOR THE DECISION .......................................................................................................... 76 ANALYSIS OF THE APPLICATION FOR ISSUANCE OR RENEWAL OF AN AUTHORIZATION 76 AMF DECISION 76 FOLLOWING UP ON THE AUTHORIZATION .......................................................................................... 76 MAKING CHANGES TO THE INFORMATION PROVIDED 76 TIME LIMIT FOR INFORMING THE AMF OF CHANGES 77 NOTIFYING THE AMF ABOUT CHANGES 77 CHANGES TO BE COMMUNICATED TO THE AMF 78 3 SCHEDULE I – RELATIONSHIPS TO BE DISCLOSED BASED ON THE ENTERPRISE’S LEGAL FORM 79 LEGAL FORM: NATURAL PERSON OPERATING A SOLE PROPRIETORSHIP ...................................................... 79 LEGAL FORM: PARTNERSHIP ........................................................................................................... 80 LEGAL FORM: LEGAL PERSON.......................................................................................................... 81 RELATIONSHIPS COMMON TO ALL LEGAL FORMS ................................................................................. 82 SCHEDULE II – PRINCIPAL FINANCIAL INSTITUTIONS IN CANADA 4 83 Introduction 5 Who should use this guide? Following the enactment of the Integrity in Public Contracts Act (S.Q. 2012, c. 25), which amends, among other statutes, An Act respecting contracting by public bodies (R.S.Q., c. C-65.1) (the “ACPB”), certain enterprises must disclose information to the Autorité des marchés financiers (the “AMF” or the “Authority”) in order to obtain or renew an authorization to enter into a public contract/subcontract. This guide is intended to assist those enterprises with the application process. The guide provides detailed explanations for each step of the process for obtaining or renewing an authorization to enter into a public contract/subcontract. It highlights the use of AMF E-Services specifically designed for the electronic disclosure of information pertaining to an application for authorization and, where applicable, to the persons that have a relationship with the applicant. In order to familiarize themselves with all the statutory and regulatory obligations of enterprises subject to the ACPB, enterprises should read: the Integrity in Public Contracts Act; the amended ACPB; the Conseil du trésor decision entitled “Fee related to an application for authorization filed by an enterprise with the Autorité des marchés financiers for public contracts and subcontracts” (the “Fee Decision”);and the Regulation of the Autorité des marchés financiers under an Act respecting contracting by public bodies (the “Regulation”). Framework governing enterprises wishing to obtain or renew an authorization Background The Integrity in Public Contracts Act, which was assented to on December 7, 2012, provides an audit system for ascertaining whether enterprises that wish to enter into a contract with a public body, including a municipality, meet the high standards of integrity that the public is entitled to expect from a party to a public contract or subcontract. Under this statute, an enterprise that wishes to enter into such a contract or subcontract must obtain the AMF’s authorization. Enterprises governed by the legislation The word “enterprise” means a legal person established for a private interest, a general, limited or undeclared partnership or a natural person who operates a sole proprietorship. For the time being, the requirement to hold an authorization does not apply to all enterprises. Given the large number of enterprises that wish to enter into public contracts or subcontracts in Québec, the Government of Québec intends to phase in the Integrity in Public Contracts Act. Over time, it will designate, by Order in Council, the values and categories of contracts and subcontracts that will be subject to the obligation to obtain an AMF authorization. Please consult the AMF website to determine whether you this obligation concerns you. 6 Time limit for submitting an application for authorization Save where excepted by Government order in council, an enterprise that responds to a call for tenders for a public contract or subcontract must have obtained its authorization on the date it submits its bid, unless the call for tenders specifies a different date which precedes the date the contract is entered into. An enterprise that enters into a public contract or subcontract must have obtained its authorization on the date the contract or subcontract is entered into. In the case of a consortium, every enterprise comprising the consortium must hold an authorization on that date. If the contract or subcontract is entered into, the authorizations must be maintained throughout the contract or subcontract. The application for authorization must be in the form prescribed by the AMF. It must be filed together with the information and documents prescribed by the Regulation and the fee determined in the Fee Decision. Documents to consult before filing an application for authorization The following documents provide detailed information and should be consulted by an enterprise that wishes to file an application: The ACPB Scope and purpose of the ACPB; Issuance of an authorization; Decisions pertaining to an authorization; General obligations of enterprises; Functions and powers of the AMF; Penal provisions, etc. The Regulation Information and documents required in order for an application for authorization to be considered admissible and complete; Prescribed time limits for notifying the AMF of any change to the information provided at each step of the application process; Information contained in the Register of authorized enterprises, etc. The Fee Decision Fee required from an enterprise applying to the AMF for authorization under the ACPB. AMF Decision The AMF may refuse to grant or renew an authorization or may revoke an authorization if the enterprise fails to meet the high standards of integrity that the public is entitled to expect from a party to a public contract or subcontract. Duration of validity of an authorization An authorization granted to an enterprise is valid for three years. 7 Register of authorized enterprises All enterprises holding an authorization issued by the AMF appear on the Register of authorized enterprises. This register, which is maintained in accordance with section 21.45 of the ACPB, contains the following information: The name of the authorized enterprise; The names under which it carries on activities; Its Québec enterprise number assigned by the Registraire des entreprises (the “Enterprise Registrar”); The contact information for the head office of the enterprise; The client number assigned by the AMF. The Register of authorized enterprises is available on the AMF website under “Public Contracts” at lautorite.qc.ca. Time limit for notifying the AMF of any change to information An enterprise holding an authorization must notify the AMF of any change to information previously provided no later than 15 days following the end of the month during which the change took place. The changes must be sent using the “Add/Change Business Relationships” electronic form available in the “Public Contracts” section of AMF E-Services. Where applicable, the electronic form must be filed together with the information and documents prescribed by the Regulation and the fee determined by decision of the Conseil du trésor. Time limit for filing an application for renewal of an authorization An enterprise must file an application for renewal in order to remain on the Register of authorized enterprises. The application for renewal must be filed with the AMF at least 90 days before the authorization is to expire. An enterprise must file an application for renewal in order to remain on the Register of authorized enterprises. The application for renewal must be filed with the AMF at least 90 days before the authorization is to expire. If the application is received at least 90 days before the authorization is to expire, the authorization will remain valid until the AMF rules on the application for renewal, unless the authorization is revoked in the meantime. However, if the application is not received at least 90 days before the authorization is to expire, the enterprise will be removed from the Register of authorized enterprises on the expiry date of the authorization. As a result, it will no longer be able to enter into new public contracts/subcontracts during this period. However, it will be able to continue to perform any contracts/subcontracts in progress until the AMF rules on the application for renewal. 8 AMF E-Services 9 Accessing AMF E-Services Once the PES has completed the AMF E-Services registration process, the enterprise’s respondent will be able to access AMF E-Services. He or she will now have access to the detailed menu and will be able to disclose the enterprise’s business relationships. In order to access AMF E-Services, the respondent must follow these steps: 1. Go to the AMF website (www.lautorite.qc.ca) and click on “Enter” in the “Public Contracts / Money-Services Businesses” section. 2. A new page will appear. Click on E-Services. 10 User authentication To access AMF E-Services, log in and enter the user code and password obtained when registering with clicSÉQUR, then click on “Continue”. 11 Using AMF E-Services Once clicSÉQUR’s authentication process has been completed, the AMF E-Services home page will appear. 1. The menu contains all the actions you can perform at this stage. a. Applications Authorization: Allows you to fill out and send the AMF an application for authorization to enter into a public contract/subcontract. Add/change business relationships: Allows you to notify the AMF of any change to the section “Disclose relationships”. Renewal/Non-renewal: Allows you to fill out and send the AMF an application for renewal of authorization or an application for non-renewal of authorization. b. Manage business relationships Disclose relationships: Allows you to add, delete or change information regarding persons that have a relationship with your enterprise. Validate and end data entry: Allows you to validate the information entered before sending it to the AMF. 2. This section allows you to get on-line help, change the display language or log out of the account. 3. This section displays the name of the enterprise accessing the on-line services. If the name displayed is not correct, please log out and contact an AMF Information Centre agent at 1877-525-0337. 12 4. This section displays the most recent date on which the enterprise accessed AMF EServices. 5. This section displays the number of messages (new and old) in the enterprise’s secure message inbox. 6. This section contains contact information for the AMF Information Centre should you have any questions or problems with the on-line services. 13 Obtaining an authorization 14 Steps to follow for the application for authorization By following the steps below, enterprises can ensure that the AMF has all the information and documents required to analyze an application for authorization to enter into a public contract/subcontract. Each step is explained in detail in the following sections of this guide. 15 Step A Filling out and sending an application for authorization Step B Receiving the authorization to disclose the enterprise’s business relationships Step C Disclosing the enterprise’s proper business relationships Step D How to disclose the enterprise’s business relationships Step E Validating information entered by the enterprise Step F Finalizing the entry of the enterprise’s business relationships Step G Sending the Add/change business relationships application Step A – Filling out and sending an application for authorization We urge you to familiarize yourself with all the steps set out below before beginning the process of entering information for your application for authorization to enter into a public contract/subcontract so as to ensure you have all the required information, because certain information is required in order to proceed from one step to another. Please note that the application for authorization must be filled out and submitted by the respondent. 1. From AMF E-Services, go to the “Public Contracts” tab, select “Applications” and then “Authorization”. 2. A new page will appear. You will now be in the application for authorization. General information On-line help On-line help is identified by a question mark. This icon, which appears on each AMF E-Services page, allows you to get additional information and explanations on how to use the system. For example, on-line help explains the function of each button as well as the format you must use when entering information in the various fields. Automatic logout If there has been no activity for an extended period of time, the system will automatically log you out and any unsaved information will be lost. In order to save information that has been entered, simply proceed to the following page by clicking on “Next”. To access AMF E-Services again after having been logged out, you will have to re-enter your user code and password. 16 Step 1 of 8 – Identification In order to facilitate processing of your application for authorization, please ensure that the enterprise’s file with the Commission de la construction du Québec (CCQ), the Régie du bâtiment du Québec (RBQ) and the Enterprise Registrar is up to date. The system automatically fills out the information in this step. The mailing address of the applicant should be displayed. If the address is incorrect, please use AMF E-Services to make the necessary changes to your file by selecting the "Other application/request" tab. Under "Other application/request", in the "Type of application/request" section select "Other application – Public contracts". 17 Step 2 of 8 – Additional information Please ensure that the information entered on this page matches the information currently in the register maintained by the Enterprise Registrar (the “Enterprise Register”). If the information in the Enterprise Register is not up to date, please make the necessary changes and provide us with a paper or electronic document of the update. Please include this document by using the “Other documents” option in step 5 of 8. 18 Legal form Please state the legal form of your enterprise, either “Natural person operating a sole proprietorship”, “Partnership”, “Legal person” or “Other”, by selecting a choice from the dropdown list. The legal form selected in the application for authorization must reflect the legal form recorded in the Enterprise Register. The following are examples of legal forms that fall within these categories: Legal person Corporation Limited (Ltd.) Incorporated (Inc.) Partnership Association; Limited partnership General partnership Natural person operating a sole proprietorship Self-employed worker Sole proprietorship Other legal form Joint venture Total number of shareholders (voting shares) or partners for this entity If required, state the total number of shareholders or partners of the enterprise, including shareholders who are not majority shareholders. Nature of the activities of the enterprise Please state the nature of the activities of the enterprise seeking an authorization (for example, construction, engineering services, computer services). If the enterprise is entered in the Enterprise Register, the information provided in the application must match the information in the register. Number of attestation from Revenu Québec Please state the number of the attestation issued by Revenu Québec to the enterprise. Enter only the first 10 characters, without a hyphen or space. Number of licence issued by the Régie du bâtiment du Québec Please state the licence number (without a hyphen or space) issued to the enterprise by the Régie du bâtiment du Québec. This is an 8-digit to 10-digit number. Other names (current) Please state all other names under which the enterprise currently carries on its activities. If the enterprise is entered in the Enterprise Register, the information provided in the application must match the information in the register. 19 Former names Please state all other names that are no longer in effect and under which the enterprise carried on its activities in the past five years. If the enterprise is entered in the Enterprise Register, the information provided must match the information in the register. Information about the contract (if applicable) If the application is being made so the enterprise can respond to a call for tenders that has already been posted, please provide all requested information regarding the call for tenders. If not, you need not fill out this section. If your application is not being made in response to a call for tenders that has been posted, it will not be processed on a priority basis. Step 3 of 8 – Identity of the respondent An enterprise that wishes to enter into a contract with a public body must appoint a natural person who acts as respondent pursuant to section 21.23 of the ACPB: “The application for authorization must be filed with the Authority by the natural person who is the operator if it is for a sole proprietorship, by a director or an officer if it is for a legal person and by a partner if it is for a partnership. The person filing the application acts as respondent for the purposes of this chapter.” Concept and role of respondent The respondent is the person authorized to send the documents with which the enterprise fulfills its statutory and regulatory obligations (application for authorization, updating of information, application for renewal of an authorization, etc.). The respondent is necessarily the natural person who operates the enterprise if it is a sole proprietorship, a director or an officer of the enterprise if it is a legal person, or a partner of the enterprise if it is a partnership. In order to carry out his or her functions, the respondent must therefore have access to information and documents at the enterprise’s head office and at each of its establishments. The respondent’s appointment must be confirmed by an official document from the enterprise. Throughout the application process, and as long as the enterprise holds an authorization, the respondent will be the only person with whom the AMF communicates when necessary. 20 Identity of the respondent In this section, please provide the gender, last name(s), first name(s) and date of birth of the person appointed as respondent. Addresses of the respondent Please provide the respondent’s home address and mailing address, whether it is in Québec, elsewhere in Canada or in another country. Telephone and e-mail for the respondent In this section, please provide the personal phone number and e-mail address of the person appointed as respondent. Although providing an e-mail address is optional, you are strongly encouraged to provide one in order to facilitate communications between the AMF and the enterprise. 21 Respondent’s functions The choices available in the “Respondent’s functions” section are based on the legal form of the enterprise selected in the previous step. Step 4 of 8 – Statement The application must be submitted together with the applicant’s declaration. You must answer all questions. If you leave any question unanswered, you will not be able to go on to the next step. If you answer « yes » to one of the questions, please answer the subquestions that follow in order to provide the required additional information. The list of offences is shown in Schedule 1 to the ACPB, available on the AMF’s website. Additional consent Where the application for authorization is being filed by a foreign enterprise, namely, an enterprise that is not constituted under the laws of Québec and does not have its head office or an establishment in Québec where it primarily conducts its activities, an additional consent is required pursuant to subparagraphs (1) and (2) of section 5 of the Regulation. 22 Step 5 of 8 – Supporting documents required The enterprise must keep a copy of all documents it sends to the AMF. The application for authorization must be filed together with certain required supporting documents. These documents may be sent electronically or in paper format. If you are unable to provide one of the required documents, instead of the document in question please include a document explaining the reason you are unable to provide it. 23 Criminal and penal court record of the enterprise (if applicable) The Regulation stipulates that, in the case of an enterprise that is not constituted under the laws of Québec and does not have its head office or an establishment in Québec where it primarily conducts its activities (foreign enterprise), the AMF must be provided with a good conduct certificate. However, in the case of an enterprise whose head office is not located in Québec, the AMF must be provided with one of the following documents: a good conduct certificate in respect of the enterprise, issued by the local authorities, including a government or a government department or agency; if you are unable to provide a good conduct certificate, please provide a sworn letter signed by the respondent or an officer of the enterprise declaring, first, that the necessary steps to obtain this certificate were taken and, second, that, during the past five years, the enterprise was not: - prosecuted for or found guilty, in Canada or abroad, of an offence listed in Schedule I of the ACPB or a similar offence; - prosecuted for or found guilty, in Canada or abroad, of any criminal or penal offence committed in the course of its business. finally, if you are unable to provide any of these documents, please provide the enterprise’s criminal and penal court record or an equivalent document. According to the Regulation, “the location of the enterprise and the persons referred to” means the Canadian province or territory or other jurisdiction where the enterprise primarily conducts its activities or, in the case of a natural person, where he or she is domiciled. By way of information, “good conduct certificate” means a police certificate, a criminal background check, a criminal record check, a police check, a Canadian Police Information Centre (CPIC) check or any equivalent document. If you are not able to produce the criminal and penal court record of the enterprise at the time of submitting the application for authorization, please provide instead a letter of commitment stating that you have taken the necessary steps to obtain the document and that it will be promptly submitted once received. Please note that authorization will not be granted until the criminal and penal court record of the enterprise has been received. Governance and oversight measures implemented by the applicant In exercising its powers conferred under the ACPB, the AMF must, in particular, ensure that the enterprise meets high standards of integrity. To do so, the analysis of the enterprise’s governance, ethical standards and related internal processes becomes an important consideration. Therefore, if your enterprise has established governance measures (code of ethics, training program, governance committee, etc.), please disclose them and submit the related documentation using the “Other document – governance or control measures” button shown in Step 5 of 8 of the application for authorization. 24 Document confirming appointment of respondent You must provide an official document from the enterprise appointing the respondent. This document may be a resolution of the board of directors or the shareholders, a mandate or a power of attorney from the sole proprietor of the enterprise. Attestation from Revenu Québec If the enterprise has an establishment in Québec, you must provide an attestation from Revenu Québec. The attestation states that the enterprise has filed the returns and the reports that it was required to file under fiscal laws and that it has no overdue account payable to the Minister of Revenue, including when recovery of an account has been legally suspended or arrangements have been made with the enterprise to ensure payment and the enterprise has not defaulted on the payment arrangements. The attestation must have been issued not more than 30 days before the date on which the enterprise’s application for authorization is filed with the AMF. If you are a foreign enterprise, you must provide a tax attestation stating that your enterprise has filed the returns and the reports that it was required to file under the fiscal laws of its country of origin. Financial statements for the latest fiscal year Provide the audited financial statements for the latest fiscal year of the enterprise. If the enterprise does not have audited financial statements, the AMF requires at least a review engagement report on the financial statements for the latest fiscal year. A notice to reader alone will not be accepted. Organization chart outlining the structure of the enterprise You must provide an organization chart outlining the structure of the enterprise and including, if applicable, the names of its subsidiaries and parent company and any subsidiaries of the parent company. Please also indicate the relationships between these enterprises, as well as the percentage of shares or partnership units held, where applicable. Example: 25 Step 6 of 8 – Fees payable and payment The fee related to an application for authorization to enter into public contracts/subcontracts filed by an enterprise with the AMF is provided for in the Fee Decision. To be considered admissible, the application for authorization must be filed with the payment of a $416 fee. The fee may be paid by credit card, cheque, money order or certified cheque. If you wish to pay by credit card, select the “Credit card” option and proceed to the on-line payment. If you wish to pay by cheque (payable to the Autorité des marchés financiers), select the “Cheque”, “Money order” or “Certified cheque” option and send your payment to the AMF at the following address: Autorité des marchés financiers Direction des contrats publics et des entreprises de services monétaires 2640, boul. Laurier, bureau 400 Québec (Québec) G1V 5C1 Please note that the AMF does not accept remittance slips sent by e-mail or by fax. Please note that the fee is not refundable. 26 Step 7 of 8 –Transmission Please print your application by clicking on “Print your application” and then check it carefully. Once the application has been sent, you will not be able to cancel or change it. Then click on the check box “I declare that the information provided herein is accurate” before going on to the next step. Step 8 of 8 – Confirmation of delivery This step confirms that your application has been sent to the AMF. The system will display your client number and application number. Please print and keep this information, because it may be useful if you need to contact the AMF. After the application has been sent, an acknowledgement of receipt will be sent to the “Secure message inbox” section of AMF E-Services. If you have chosen to send the supporting documents or your payment in paper format, please include the digitization forms that were sent to you with the acknowledgement of receipt. 27 Receipt and analysis of the application for authorization If, after analyzing the application for authorization to enter into a public contract/subcontract, the AMF determines that certain information is inaccurate, incomplete or missing, it will contact the respondent so the respondent can make the necessary corrections. Step B – Receiving the authorization to disclose the enterprise’s business relationships Once the AMF has analyzed the application for authorization to enter into a public contract/subcontract and has determined that it is complete and complies with applicable requirements, a message will be sent to the enterprise’s secure message inbox informing it that it can now use AMF E-Services to disclose the natural persons and entities with which it has a relationship. Step C – Disclosing the enterprise’s proper business relationships An enterprise that files an application for authorization must provide a list of the natural persons and/or entities that have a relationship with the enterprise as well as a list of its establishments. The expression “natural persons and/or entities that have a relationship with the enterprise” means natural persons and/or entities with which the enterprise has a business relationship. The applicant may designate several individuals to disclose its business relationships. To do so, the person in charge of electronic services (PES) appointed during the clicSÉQUR registration process must assign functional block no. 19 (LCOP – Disclose relationships; Validate and end data entry) to every person authorized to disclose business relationships. We urge you to familiarize yourself with all the steps set out below before beginning the process of entering your business relationships so as to ensure you have all the required information, because certain information is required in order to be able to save what has been entered. 28 1. From AMF E-Services, go to the Public Contracts tab, select “Manage business relationships”, and then “Disclose relationships”. 2. A new page will appear. You will now be ready to disclose your business relationships. General information On-line help On-line help is identified by a question mark This icon, which appears on each AMF E-Services page, allows you to get additional information and explanations on how to use the system. For example, on-line help explains the function of each button as well as the format you must use when entering information in the various fields. Automatic logout If there has been no activity for an extended period of time, the system will automatically log you out and any unsaved information will be lost. To access AMF E-Services again, you will have to reenter your user code and password. 29 Disclosing the proper business relationships When the Manage business relationships function is accessed for the first time, only the name of the enterprise’s respondent will appear on the screen. The respondent is the person who was appointed when the application for authorization was filed. The enterprise must now disclose all its other business relationships, based on its legal form. If you selected the wrong legal form during your application for authorization, please contact the AMF before starting the business relationships disclosure process. The three relationship levels Level 1 always refers to the applicant. Level 2 refers to all the natural persons/entities that have a business relationship with the applicant. Level 3 refers to all the natural persons/entities that have a business relationship with level 2 entities that have control over the applicant. For more details, please refer to Schedule I of this guide. Please pay particular attention to the names you disclose so as to ensure that they are identical in all your documents (relationships disclosed, identification papers and declaration forms) and good conduct certificates, where applicable. 30 Level 1 Applicant Natural persons/entities that have a relationship with the applicant: Level 2 Respondent Natural person operating a sole proprietorship Officer who has control over the applicant Officer who does not have control over the applicant Director of the applicant Shareholder (natural person) who has control over the applicant Shareholder (entity) that has control over the applicant Partner (natural person) who has control over the applicant Partner (entity) that has control over the applicant Other natural person who has control over the applicant Other entity that has control over the applicant Other controlled enterprise that was prosecuted for or found guilty of an offence listed in Schedule 1 of the ACPB (natural person) Other controlled enterprise that was prosecuted for or found guilty of an offence listed in Schedule 1 of the ACPB (entity) Lender (natural person) Lender (entity) Financial institution Establishment Natural persons/entities that have a relationship with entities that control the applicant: Level 3 31 Officer who has control over the entity Director of the entity Shareholder (natural person) who has control over the entity Shareholder (entity) that has control over the entity Partner (natural person) who has control over the entity Partner (entity) that has control over the entity Settlor (natural person) of the trust Settlor (entity) of the trust Trustee (natural person) of the trust Trustee (entity) of the trust Other natural person who has control over the entity Other entity that has control over the entity By way of information, and in order to help you disclose relationships: “director” means any person who is a member of the board of directors of the enterprise; “officer who has control” means the president, the general manager, the chief executive officer, the chief financial officer, the chief operating officer or any other person acting in a similar capacity, whether or not he is a member of the board of directors. The “officer who has control” relationship must also be disclosed if a director holds the position of chair, vicechair, secretary or treasurer of the board of directors; “officer who does not have control” means an officer who has no decision-making power and does not participate in decisions related to the orientations of the enterprise; “partner” means the principal partners of a partnership who have a decision-making power and participate in decisions related to the orientations of the enterprise; “shareholder” means the three principal shareholders who each hold 10% or more of the voting rights. It should be noted that the AMF may, pursuant to the ACPB, require additional information about persons or entities not covered by these definitions. Relationships with the applicant (level 2 natural person) The enterprise must disclose a relationship for any level 2 natural person who has direct or indirect legal or de facto control over the applicant. In the case of a natural person operating a sole proprietorship: Natural person who operates the enterprise as a sole proprietorship; Other natural person who has control over the applicant, where applicable. In the case of a partnership: Partner (natural person) who has control over the applicant; Officer who has control over the applicant, where applicable; Officer who does not have control over the applicant, where applicable; Other natural person who has control over the applicant, where applicable. In the case of a legal person: Officer who has control over the applicant; Officer who does not have control over the applicant, where applicable; Director of the applicant; Shareholder (natural person) who has control over the applicant; Other natural person who has control over the applicant, where applicable. 32 Relationships with the applicant (level 2 entity) The enterprise must disclose a relationship for any level 2 entity that has direct or indirect legal or de facto control over the applicant. In the case of a legal person: Shareholder (entity) that has control over the applicant; Other entity that has control over the applicant, where applicable. In the case of a partnership: Partner (entity) that has control over the applicant; Other entity that has control over the applicant, where applicable. In the case of a natural person operating a sole proprietorship: Other entity that has control over the applicant, where applicable. Relationships with the entity that has control over the applicant (level 3 natural person) The enterprise must disclose a relationship for any level 3 natural person who has direct or indirect legal or de facto control over a level 2 entity that has control over the applicant. Officer who has control over the entity, where applicable; Director of the entity, where applicable Shareholder (natural person) who has control over the entity, where applicable; Partner (natural person) who has control over the entity, where applicable; Settlor (natural person) of the trust, where applicable; Trustee (natural person) of the trust, where applicable; Other natural person who has control over the entity, where applicable. Relationships with the entity that has control over the applicant (level 3 entity) The enterprise must disclose a relationship for any level 3 entity that has direct or indirect legal or de facto control over a level 2 entity that has control over the applicant. Shareholder (entity) that has control over the entity, where applicable; Partner (entity) that has control over the entity, where applicable; Settlor (entity) of the trust, where applicable; Trustee (entity) of the trust, where applicable; Other entity that has control over the entity, where applicable. Lender (natural person) If required, please disclose a relationship for each lender (natural person) with whom the enterprise has entered into an agreement for the loan of money or property. You must indicate the loan amount on each form. Each relationship must be submitted with the appropriate supporting documents. 33 Lender (entity) If required, please disclose a relationship for each lender (entity) with whom the enterprise has entered into an agreement for the loan of money or property. You must indicate the loan amount on each form. Please note that lenders that are financial institutions or lending companies need not disclose this relationship. Each relationship must be submitted with the appropriate supporting documents. Financial institution You must disclose a relationship for each financial institution with which the enterprise conducts business. The financial institutions concerned are those that provide banking or financial services to the enterprise. For example, the enterprise must disclose the financial institutions with which it has a bank account or a loan. Please refer to Schedule II of this guide for the proper name to enter in the “Name” field of the “Financial institution” relationship for the principal Canadian financial institutions. Addresses and establishments of the applicant Where required, please disclose a relationship for each of the enterprise’s addresses as well as for the addresses of all its establishments over the past five years. Officer who does not have control over the applicant Please disclose a relationship for each officer of the enterprise who does not have control over it. Other controlled enterprise that was prosecuted for or found guilty of an offence listed in Schedule 1 of the ACPB (natural person) Every natural person who disclosed a level 2 relationship and answered “Yes” to the question “In the past five years, have you been a shareholder, director, partner or officer of another enterprise, or have you had direct or indirect legal or de facto control over another enterprise that was prosecuted for or found guilty of an offence listed in Schedule 1 of An Act respecting contracting by public bodies?” must disclose this type of relationship for each enterprise controlled that was prosecuted for or found guilty of an offence. Each relationship must be submitted with the appropriate supporting documents. Other controlled enterprise that was prosecuted for or found guilty of an offence listed in Schedule 1 of the ACPB (entity) Every entity that disclosed a level 2 relationship and answered “Yes” to the question “In the past five years, has the entity been a shareholder or a partner of another enterprise, or has it directly or indirectly had legal or de facto control over another enterprise that was prosecuted for or found guilty of an offence listed in Schedule 1 of An Act respecting contracting by public bodies?” must disclose this type of relationship for each enterprise controlled that was prosecuted for or found guilty of an offence. Each relationship must be submitted with the appropriate supporting documents. 34 Step D – How to disclose the enterprise’s business relationships How to disclose a level 2 relationship 1. From the Manage business relationships function, select the desired relationship from the dropdown list and then click on “Add”. 2. A new page will appear. You will now be ready to disclose the required information for the selected business relationship. It is important to note that the information to be disclosed varies according to the type of relationship selected. 35 How to disclose a level 3 relationship 1. To disclose a level 3 relationship, click on the “Add...” button to the right of a level 2 relationship that has already been disclosed. 2. A new window will open. 3. From the dropdown list, select the type of level 3 relationships to be added. 4. Once you have chosen the relationship, click on “Add”. 5. The page with details about the level 3 relationship selected will open and you will be able to enter the required information for this new relationship. 6. When you are finished, click on “Save and return”. 36 Mandatory fields Most fields are preceded by a red star (*) or a blue cross (+). Fields preceded by a red star (*) These fields must be filled out in order to save the current page. If the page is closed without all the (*) fields having been filled out, all the information will be lost. Fields preceded by a blue cross (+) These fields are required, but will not prevent you from saving the current page and returning to it later. However, all of these fields must be filled out before you validate the relationships disclosed, otherwise you will get error messages and will not be able to submit your Add/change business relationships application to the AMF. Buttons available under business relationships The “Select” button When you click on “Select”, a new window will open displaying the list of natural persons or entities already disclosed. This function allows you to quickly retrieve information about a person for whom another type of business relationship has already been disclosed. This can be useful if a person has several business relationships with the same applicant, because it avoids the need to enter information about that person several times. 37 The “Obtain an address” button In order to enter an address in a business relationship, you must click on “Obtain an address”. The new window that opens is linked directly to Canada Post and will allow you to validate the address. 1. First determine whether the address is in Canada, the United States or another country and select the appropriate option button. 2. Addresses in the United States and in other countries must be entered manually. For an address in Canada, first enter the postal code in the “Search” section, and then click on “Search”. 3. Once the postal code entered has been analyzed, the site will propose a street name, municipality and province. 4. Enter the civic number in the “Civic No. / P.O. Box” field. 38 5. If the street name is incorrect, you can view and select another street from the dropdown list. 6. Click on “OK” when you have finished entering the address. Supporting documents Declaration forms These forms are available in the Public Contracts section of the AMF website. They must be filled out and signed by the natural person or by the authorized signatory of the entity disclosed in the relationship. You must answer all the questions in the form. If one of the questions is left unanswered, the form will be returned to the enterprise. If you answer “yes” to one of the questions, follow the instructions in the declaration form in order to provide any additional information required. The list of offences is set out in Schedule I to the ACPB, available on the AMF’s website. Additional consent If the application for authorization is being filed by a foreign enterprise, namely, an enterprise that is not constituted under the laws of Québec and does not have its head office or an establishment in Québec where it primarily conducts its activities, an additional consent is required pursuant to subparagraphs (1) and (2) of section 5 of the Regulation. Valid proof of identity Each natural person disclosed in a relationship must provide a copy of valid identification issued by a government or a government department or agency and showing the person’s name and date of birth. For example, a driver’s licence or health insurance card is considered acceptable identification. Good conduct certificate / criminal and penal court record of the enterprise (if applicable) These documents must be provided to the AMF in the case of an enterprise that does not have its head office in Québec and was declared to be part of the enterprise’s business relationships. By way of information, see “Criminal and penal court record of the enterprise” in step “5 of 8 – Supporting documents required“. 39 You must also provide a good conduct certificate issued by the local authorities, including a government or a government department or agency, in respect of the persons listed below if they do not reside in Québec, even if the enterprise is constituted under the laws of Québec, or has its head office or an establishment in Québec. The persons in question are those referred to in sections 21.26 and 21.28 of the ACPB, including; a natural person operating a sole proprietorship; an officer; a director; a partner; a shareholder; a natural person who has direct or indirect ownership or control of the enterprise; a settlor; a trustee. The procedure to be followed to get a good conduct certificate is available on the Government of Canada website: www.cic.gc.ca/english/information/security/police-cert/index.asp If you are not able to produce certain good conduct certificates at the time of disclosing the enterprise’s business relationships, please provide instead a letter of commitment stating that you have taken the necessary steps to obtain the documents and that they will be promptly submitted once received. Please note that authorization will not be granted until the good conduct certificates have been received. Submitting supporting documents Most relationships require that one or more supporting documents be submitted. When a supporting document is not mandatory, “0 document(s) required” is displayed. Supporting documents may be submitted electronically or in paper format. Submitting a supporting document electronically 1. Click on the check box for the required document. 2. Select the “Electronic” option button. An “Add” button will appear. 3. Click on the “Add” button and then search for the file to be attached. 40 4. Once you have found the file to be attached, select it and then click on “Open”. Each file you attach can contain only one document. Only files with the following extensions are accepted: .bmp .odt .doc .pdf .docx .jpeg .jpg .ods .png .rtf .tif .xls .xlsx Files with a “.zip” and “.exe” file extension are not permitted. The maximum file size is 20 Mb. 5. Once the file has been attached, the name of the file will appear in place of the “Add” button. If the file is not the correct one or if you want to attach it again, first delete the existing file using the “Delete” option. When a natural person or entity has already been disclosed in another relationship and the same supporting document is required once again, it will be added to the relationship, without you having to do anything. Submitting a supporting document in paper format If you wish to send documents in paper format, it is important that you include the digitization forms that will be sent to you with the acknowledgement of receipt after you have submitted your application. One digitization form must be included for each supporting document. Please send the digitization form and supporting documents to the following address: Autorité des marchés financiers Direction des contrats publics et des entreprises de services monétaires Place de la Cité – tour Cominar 2640, boul. Laurier, bureau 400 Québec (Québec) G1V 5C1 41 Security clearance reports A security clearance report must be issued for each of the natural persons/entities disclosed in one of the following relationships: Natural person operating a sole proprietorship Officer who has control over the applicant Director of the applicant Shareholder (natural person) who has control over the applicant Shareholder (entity) that has control over the applicant Partner (natural person) who has control over the applicant Partner (entity) that has control over the applicant Other natural person who has control over the applicant Other entity that has control over the applicant Officer who has control over the entity Director of the entity Shareholder (natural person) who has control over the entity Shareholder (entity) that has control over the entity Partner (natural person) who has control over the entity Partner (entity) that has control over the entity Settlor (natural person) of the trust Settlor (entity) of the trust Trustee (natural person) of the trust Trustee (entity) of the trust Other natural person who has control over the entity Other entity that has control over the entity The charge for a security clearance report is $208 per natural person or entity that is being audited pursuant to Chapter V.2 of the ACPB and is payable only once, even if the person or entity was disclosed in more than one business relationship. The enterprise will receive an invoice in its secure message inbox once the AMF has completed its analysis of the business relationships. No authorization will be issued until the charge has been paid. The charge is not refundable. 42 Step E – Validating information entered by the enterprise When the applicant has finished entering all its business relationships, it must validate the information entered by launching the “Validate and end data entry” function available in AMF EServices. The validation process allows the enterprise to ensure that no obligatory relationship and no information within a relationship has been omitted before submitting its Add/change business relationships application to the AMF. Launching the “Validate and end data entry” function 1. From AMF E-Services, go to the Public Contracts tab, select “Manage business relationships”, and then “Validate and end data entry”. 2. A new page will appear. You will now be in the validate business relationships function. 3. Click on the “Validate” button to launch the validation. 43 4. Once the system has completed all necessary verifications, if your form contains errors or is missing a relationship or information, error messages will appear in red. 5. If your form has no errors and no missing information, you will see the following message. Handling error messages If the validation process returns error messages, the enterprise must make the necessary corrections before submitting its Add/change business relationships application to the AMF. If several error messages appear, we suggest you print the validation page in order to make it easier to correct the information. Once all the errors have been corrected, launch the validation process again until a message confirms that the technical validation of the relationships has been completed. You will not be able to submit your Add/change business relationships application to the AMF as long as the validation process returns error messages. 44 Step F – Finalizing the entry of the enterprise’s business relationships 1. If you did not get any error messages or if you dealt with all the error messages, click on “End data entry”. 2. A window will open confirming that data entry for the business relationships is complete and that you are now ready to send your Add/change business relationships application to the AMF. 3. If you are ready to send your form, click on “Yes”. 4. If you do not wish to send your Add/change business relationships application immediately, click on “No”. You will be able to send your form later. 45 5. To submit an Add/change business relationships application from the AMF E-Services menu, go to the “Public Contracts” tab, select “Applications” and then “Add/change business relationships”. Step G – Sending the Add/change business relationships application After clicking on “Yes” in the preceding step, you will automatically be redirected to the Add/change business relationships application. This application contains four steps and allows you to transfer the business relationships information entered to the AMF for analysis. If you do not submit the Add/change business relationships application, the AMF will not be notified of the changes (including any additions or deletions) you have made to your list of business relationships and will not be able to analyze those changes. The AMF considers the date of receipt of information regarding the addition, change or deletion of a business relationship to be the date on which the Add/change business relationships application is sent, not the date on which these changes were entered in the Manage business relationships function. General information On-line help On-line help is identified by a question mark This icon, which appears on each AMF E-Services page, allows you to get additional information and explanations on how to use the system. For example, on-line help explains the function of each button as well as the format you must use when entering information in the various fields. Automatic logout If there has been no activity for an extended period of time, the system will automatically log you out and any unsaved information will be lost. To access AMF E-Services again, you will have to reenter your user code and password. 46 Step 1 of 4 – Identification and description of application: The system automatically fills out the information in this section. The mailing address of the applicant should be displayed. Step 2 of 4 – Summary of disclosed business relationships In this step, you can view the summary of the business relationships you are about to send to the AMF. 47 Step 3 of 4 –Transmission Please ensure that all the required information regarding your relationships has been disclosed. Once the application has been sent, you will not be able to cancel or change it. Then click on the check box “I declare that the information provided herein is accurate” before going on to the next step. Step 4 of 4 – Confirmation of delivery This step confirms that your application has been sent to the AMF. The system will display your client number and application number. Please print and keep this information, because it may be useful if you need to contact the AMF. Sending the supporting documents (paper) If you have chosen to send the supporting documents in paper format, please click on “Generate digitization forms then print the required digitization forms and include one digitization form for each supporting document. 48 Renewal 49 Steps to follow for the application for renewal of authorization By following the steps below, enterprises can ensure that the AMF has all the information and documents required to analyze an application for renewal of authorization to enter into a public contract/subcontract. Each step is explained in detail in the following sections of this guide. Please note that updating the enterprise's business relationships is mandatory and must be done before the application for renewal is submitted. 50 Step A Verifying and updating the enterprise's business relationships Step B Validating information updated by the enterprise Step C Finalizing the update of the enterprise's business relationships Step D Sending the Add/change business relationships application Step E Filling out and sending the application for renewal Step A – Verifying and updating the enterprise's business relationships An enterprise that wants to renew an authorization must ensure that the list of the natural persons and/or entities that have a relationship with the enterprise as well as the list of its establishments are up to date. The expression “natural persons and/or entities that have a relationship with the enterprise” means natural persons and/or entities with which the enterprise has a business relationship. To do so, access your AMF E-Services account in order to update your relationships. All relationships previously disclosed when initially applying for an authorization will be displayed. Please review the relationships declared and do the following: Delete any relationship that no longer exists Add any new missing relationship Make the necessary changes to relationships whose information has changed. Please note that as part of the application for renewal, the declarations, identification and good conduct certificates (where required) must be provided again for each natural person and/or entity with which the enterprise has a relationship. Please refer to "Step C – Disclosing the enterprise's proper business relationships" and "Step D – How to disclose the enterprise's business relationships" in the section "Obtaining an authorization" for information on how to disclose new business relationships, change existing relationships or delete relationships that should not be there. Step B – Validating information updated by the enterprise When the applicant has finished updating all its business relationships, it must validate the information entered by launching the “Validate and end data entry” function available in AMF EServices. The validation process allows the enterprise to ensure that no obligatory relationship and no information within a relationship has been omitted before submitting its Add/change business relationships application to the AMF. Please refer to "Step E – Validating information entered by the enterprise" in the section "Obtaining an authorization" for information on how to complete this step. 51 Step C – Finalizing the update of the enterprise's business relationships Once the applicant has validated its business relationships, it must finalize the update. Please refer to "Step F – Finalizing the entry of the enterprise’s business relationships" in the section "Obtaining an authorization" for information on how to complete this step. Step D – Sending the Add/change business relationships application You will now be ready to send your Add/change business relationships application. This application contains four steps and allows you to transfer the business relationships information entered, to the AMF for analysis. If you do not submit the Add/change business relationships application, the AMF will not be notified of the changes (including any additions or deletions) you have made to your list of business relationships and will not be able to analyze those changes. The AMF considers the date of receipt of information regarding the addition, change or deletion of a business relationship to be the date on which the Add/change business relationships application is sent, not the date on which these changes were entered in the Manage business relationships function. Please refer to "Step G – Sending the Add/change business relationships application" in the section "Obtaining an authorization" for information on this step. 52 Step E – Filling out and sending the application for renewal We urge you to familiarize yourself with all the steps set out below before beginning the process of entering information for your application for renewal of authorization to enter into a public contract/subcontract so as to ensure you have all the required information, because certain information is required in order to proceed from one step to another. Please note that the application for renewal of authorization must be filled out and submitted by the respondent. 1. From AMF E-Services, go to the “Public Contracts” tab, select “Applications” and then “Renewal/Non-renewal”. 2. A new page will appear. You will now be in the application for renewal of authorization. General information On-line help On-line help is identified by a question mark This icon, which appears on each AMF E-Services page, allows you to get additional information and explanations on how to use the system. For example, on-line help explains the function of each button as well as the format you must use when entering information in the various fields. Automatic logout If there has been no activity for an extended period of time, the system will automatically log you out and any unsaved information will be lost. In order to save information that has been entered, simply proceed to the following page by clicking on “Next”. To access AMF E-Services again after having been logged out, you will have to re-enter your user code and password. 53 Step 1 of 7 – Identification The system automatically fills out the information in this step. The mailing address of the applicant should be displayed. If the address is incorrect, please use AMF E-Services to make the necessary changes to your file by selecting the "Other application/request" tab. Under "Other application/request", in the "Type of application/request" section select "Other application – Public contracts". 54 Step 2 of 7 – Renewal/Non-renewal of authorization If you wish to renew your authorization, first click on the check box "I wish to renew my authorization to enter into a public contract/subcontract" in the "Renewal" section. Then ensure that the information entered on this page matches the information currently in the Enterprise Register. If the information in the Enterprise Register is not up to date, please make the necessary changes and provide us with a paper or electronic document of the update. Please include this document by using the “Other documents” option in step 4 of 7. 55 Total number of shareholders (voting shares) or partners for this entity If required, state the total number of shareholders or partners of the enterprise, including shareholders who are not majority shareholders. Other names (current) Please state all other names under which the enterprise currently carries on its activities. If the enterprise is entered in the Enterprise Register, the information provided in the application must match the information in the register. Former names Please state all other names that are no longer in effect and under which the enterprise carried on its activities in the past five years. If the enterprise is entered in the Enterprise Register, the information provided must match the information in the register. Information about the contract (if applicable) If the application is being made so the enterprise can respond to a call for tenders that has already been posted, please provide all requested information regarding the call for tenders. If not, you need not fill out this section If your application is not being made in response to a call for tenders that has been posted, it will not be processed on a priority basis. 56 Step 3 of 7 – Statement The application must be submitted together with the applicant’s declaration. You must answer all questions. If you leave any question unanswered, you will not be able to go on to the next step. If you answer « yes » to one of the questions, please answer the subquestions that follow in order to provide the required additional information. The list of offences is shown in Schedule 1 to the ACPB, available on the AMF’s website. Additional consent Where the application for authorization is being filed by a foreign enterprise, namely, an enterprise that is not constituted under the laws of Québec and does not have its head office or an establishment in Québec where it primarily conducts its activities, an additional consent is required pursuant to subparagraphs (1) and (2) of section 5 of the Regulation. 57 Step 4 of 7 – Supporting documents required The enterprise must keep a copy of all documents it sends to the AMF. The application for renewal of authorization must be filed together with certain required supporting documents. These documents may be sent electronically or in paper format. For more information on sending electronic or paper documents, please refer to the “Submitting supporting documents” section of this guide. If you are unable to provide one of the required documents, instead of the document in question please include a document explaining the reason you are unable to provide it. 58 Criminal and penal court record of the enterprise (if applicable) The Regulation stipulates that, in the case of an enterprise that is not constituted under the laws of Québec and does not have its head office or an establishment in Québec where it primarily conducts its activities (foreign enterprise), the AMF must be provided with a good conduct certificate. However, in the case of an enterprise whose head office is not located in Québec, the AMF must be provided with one of the following documents: a good conduct certificate in respect of the enterprise, issued by the local authorities, including a government or a government department or agency; if you are unable to provide a good conduct certificate, please provide a sworn letter signed by the respondent or an officer of the enterprise declaring, first, that the necessary steps to obtain this certificate were taken and, second, that, during the past five years, the enterprise was not: - prosecuted for or found guilty, in Canada or abroad, of an offence listed in Schedule I of the ACPB or a similar offence; - prosecuted for or found guilty, in Canada or abroad, of any criminal or penal offence committed in the course of its business. finally, if you are unable to provide any of these documents, please provide the enterprise’s criminal and penal court record or an equivalent document. According to the Regulation, “the location of the enterprise and the persons referred to” means the Canadian province or territory or other jurisdiction where the enterprise primarily conducts its activities or, in the case of a natural person, where he or she is domiciled. By way of information, “good conduct certificate” means a police certificate, a criminal background check, a criminal record check, a police check, a Canadian Police Information Centre (CPIC) check or any equivalent document. If you are not able to produce the criminal and penal court record of the enterprise at the time of submitting the application for authorization, please provide instead a letter of commitment stating that you have taken the necessary steps to obtain the document and that it will be promptly submitted once received. Please note that authorization will not be granted until the criminal and penal court record of the enterprise has been received. Governance and oversight measures implemented by the applicant In exercising its powers conferred under the ACPB, the AMF must, in particular, ensure that the enterprise meets high standards of integrity. To do so, the analysis of the enterprise’s governance, ethical standards and related internal processes becomes an important consideration. Therefore, if your enterprise has established governance measures (code of ethics, training program, governance committee, etc.), please disclose them and submit the related documentation using the “Other document” buttons shown in Step 4 of 7 of the application for renewal of authorization. 59 Attestation from Revenu Québec If the enterprise has an establishment in Québec, you must provide an attestation from Revenu Québec. The attestation states that the enterprise has filed the returns and the reports that it was required to file under fiscal laws and that it has no overdue account payable to the Minister of Revenue, including when recovery of an account has been legally suspended or arrangements have been made with the enterprise to ensure payment and the enterprise has not defaulted on the payment arrangements. The attestation must have been issued not more than 30 days before the date on which the enterprise’s application for authorization is filed with the AMF/. If you are a foreign enterprise, you must provide a tax attestation stating that your enterprise has filed the returns and the reports that it was required to file under the fiscal laws of its country of origin. Financial statements for the latest fiscal year Provide the audited financial statements for the latest fiscal year of the enterprise. If the enterprise does not have audited financial statements, the AMF requires at least a review engagement report on the financial statements for the latest fiscal year. A notice to reader alone will not be accepted. Organization chart outlining the structure of the enterprise You must provide an organization chart outlining the structure of the enterprise and including, if applicable, the names of its subsidiaries and parent company and any subsidiaries of the parent company. Please also indicate the relationships between these enterprises, as well as the percentage of shares or partnership units held, where applicable. Example: 60 Step 5 of 7 – Fees payable and payment The fee related to an application for renewal of authorization to enter into public contracts/subcontracts filed by an enterprise with the AMF is provided for in the Fee Decision. To be considered admissible, the application for renewal of authorization must be filed with the payment of a $416 fee. The fee may be paid by credit card, cheque, money order or certified cheque. If you wish to pay by credit card, select the “Credit card” option and proceed to the on-line payment. If you wish to pay by cheque (payable to the Autorité des marchés financiers), select the “Cheque”, “Money order” or “Certified cheque” option and send your payment to the AMF at the following address: Autorité des marchés financiers Direction des contrats publics et des entreprises de services monétaires Place de la Cité – Tour Cominar 2640, boul. Laurier, bureau 400 Québec (Québec) G1V 5C1 Please note that the AMF does not accept remittance slips sent by e-mail or by fax. Please note that the fee is not refundable. 61 Step 6 of 7 – Transmission Please print your application by clicking on “Print your application” and then check it carefully. Once the application has been sent, you will not be able to cancel or change it. Then click on the check box “I declare that the information provided herein is accurate” before going on to the next step. Step 7 of 7 – Confirmation of delivery This step confirms that your application has been sent to the AMF. The system will display your client number and application number. Please print and keep this information, because it may be useful if you need to contact the AMF. After the application has been sent, an acknowledgement of receipt will be sent to the “Secure message inbox” section of AMF E-Services. If you have chosen to send the supporting documents or your payment in paper format, please include the digitization forms that were sent to you with the acknowledgement of receipt. 62 Receipt and analysis of the application for renewal of authorization If, after analyzing the application for renewal of authorization to enter into a public contract/subcontract, the AMF determines that certain information is inaccurate, incomplete or missing, it will contact the respondent so the respondent can make the necessary corrections. 63 Non-renewal 64 Steps to follow for an application for non-renewal You can submit an application for non-renewal at any time during the enterprise's renewal period. The AMF will process the application as soon as it is received, but the enterprise's right to practise will remain valid until the expiry date of its authorization. By following the steps below, enterprises can ensure that the AMF has all the information and documents required to analyze an application for non-renewal of authorization to enter into a public contract/subcontract. Each step is explained in detail in the following sections of this guide. Step A 65 Filling out and sending the application for non-renewal Step A – Filling out and sending the application for non-renewal Please note that the application for renewal of authorization must be filled out and submitted by the respondent. 1. From AMF E-Services, go to the “Public Contracts” tab, select “Applications” and then “Renewal/Non-renewal”. 2. A new page will appear. You will now be in the application for renewal/non-renewal of authorization. General information On-line help On-line help is identified by a question mark This icon, which appears on each AMF E-Services page, allows you to get additional information and explanations on how to use the system. For example, on-line help explains the function of each button as well as the format you must use when entering information in the various fields. Automatic logout If there has been no activity for an extended period of time, the system will automatically log you out and any unsaved information will be lost. In order to save information that has been entered, simply proceed to the following page by clicking on “Next”. To access AMF E-Services again after having been logged out, you will have to re-enter your user code and password. 66 Step 1 of 7 – Identification The system automatically fills out the information in this step. The mailing address of the applicant should be displayed. If the address is incorrect, please use AMF E-Services to make the necessary changes to your file by selecting the "Other application/request" tab. Under "Other application/request", in the "Type of application/request" section select "Other application – Public contracts". 67 Step 2 of 7 – Renewal/Non-Renewal of authorization If you do not wish to renew your authorization, please click on the check box "I do not wish to renew my authorization to enter into a public contract/subcontract" in the "Non-renewal" section and proceed to the next step. 68 Step 3 of 4 – Transmission Please print your application by clicking on “Print your application” and then check it carefully. Once the application has been sent, you will not be able to cancel or change it. Then click on the check box “I declare that the information provided herein is accurate” before going on to the next step. Step 4 of 4 – Confirmation of delivery This step confirms that your application has been sent to the AMF. The system will display your client number and application number. Please print and keep this information, because it may be useful if you need to contact the AMF. 69 Receipt and analysis of the application for non-renewal After the application has been sent, an acknowledgement of receipt will immediately be sent to the "Secure message inbox" section of AMF E-Services. Subsequently, on the date the enterprise's right to practise expires, a new message will be sent to the enterprise's secure message inbox confirming the non-renewal of its authorization as well as its removal from the Register of authorized enterprises. 70 Following up on applications 71 Following up on applications At any time after an application has been submitted, the enterprise can follow up on it and view its content. To access an application that has been submitted through AMF E-Services, go the “Client File” tab and then “Follow-up on applications/requests”. The “Follow up on applications/requests” page will appear. If you are registered with the AMF under several statutes, you can use the dropdown list to filter the applications by department. Obtaining the status of your application The “Status” column indicates the status of your application. Four statuses are possible: Being analyzed at AMF: This status indicates that the processing of your application/request has not been completed. The time required for an analysis depends on the nature of the application/request. Waiting for client: This status indicates that the application/request is incomplete because information, a document or payment is missing. The missing item must be provided so the AMF can complete its analysis. Waiting for third party: This status indicates that the AMF is waiting for an answer from one of its partners (SQ, CCQ, RBQ, RQ). 72 Waiting for advisory opinion from UPAC: This status indicates that the processing of your application/request has not been completed because UPAC (the anti-corruption squad) has not finalized its examination of integrity. Processed: This status indicates that your application/request has been processed and a decision has been entered in your file. The result will be sent to you shortly by secure e-mail or regular mail. Viewing applications submitted If you wish to view the information that has been submitted in an application, click on the icon that looks like a magnifying glass in the “Form submitted” column. Please note that applications that have been submitted are read-only. Adding a document to an application If you wish to add a document to an application that has been submitted to the AMF, click on the icon that looks like a sheet of paper with a + in the “Add a document column. You can add a document if you forgot to include it when you submitted your application or if the AMF has asked for one or more additional documents when analyzing your application. When a document is added to an application in this manner, it is automatically transferred to the AMF for analysis. To add a document to an application: 1. Click on the Add a document icon for the application to which the document must be added. 2. A new window will open. 3. From the dropdown list, select the type of document to be added. 4. Click on “Search” and find the file to be included. 5. Click on “Ok”. 73 Accessing the Manage business relationships function once the application has been submitted While the AMF is analyzing your application, the Manage business relationships function will be read-only. You will therefore be able to view the information that was disclosed, but you will no longer be able to change that information. If, after analyzing the Add/change business relationships application, the AMF determines that certain information is inaccurate, incomplete or missing, it will contact the respondent so the respondent can make the necessary corrections. For this purpose, the AMF will temporarily reactivate the enterprise’s Manage business relationships function so the respondent can make the requested corrections. 74 AMF Decision 75 Waiting for the decision Analysis of the application for issuance or renewal of an authorization When an enterprise submits an application for the issuance or renewal of an authorization, the AMF sends the Associate Commissioner for Audits appointed under section 8 of the Anti-Corruption Act (c. L-6.1) the information obtained so that the audits the Associate Commissioner considers necessary may be conducted As soon as possible after receiving the information, the Associate Commissioner provides an advisory opinion to the AMF on the enterprise concerned. The advisory opinion states the grounds for any recommendation that an authorization or renewal be refused or not be renewed under sections 21.26 to 21.28 of the ACPB. If the analysis of the application for authorization or renewal indicates that certain information is inaccurate, incomplete or missing, the AMF contacts the respondent so the necessary corrections can be made. The AMF sends the Associate Commissioner any new information it obtains regarding the enterprise. AMF Decision When the AMF is sure there are no grounds for refusing to issue or renew the authorization, it will mail the authorization to the enterprise concerned. Before refusing to grant or renew an authorization or before revoking it, the AMF may ask the enterprise concerned to take the necessary corrective measures within the time it specifies. In all cases, before refusing to grant or renew an authorization or before revoking it, the AMF must notify the enterprise concerned in writing as prescribed by section 5 of An Act respecting administrative justice (c. J-3) and allow the enterprise at least 10 days to submit written observations or provide additional documents to complete the file. Following up on the authorization Making changes to the information provided An enterprise holding an authorization has the obligation to notify the AMF of any change to information previously provided, whether the information was provided in the application for authorization, for renewal or in an application to add/change business relationships. 76 Time limit for informing the AMF of changes The enterprise must notify the AMF no later than 15 days following the end of the month during which the changes took place. Notifying the AMF about changes Changes must be communicated to the AMF using the application provided for that purpose. The application must always be filed together with the appropriate information and documents, where required. Please make sure to use the proper application to submit your changes. The following are examples of the application to use depending on the type of change to be submitted to the AMF: Type of application Change to be made Change of address of a person referred to in sections 21.26 and 21.28 of the ACPB Change of address of the enterprise’s head office or one of its establishments “Other” application Change to the language of correspondence Change of respondent Addition/removal of a person referred to in sections 21.26 and 21.28 of the ACPB “Add/change application business relationships” Addition/removal of an establishment referred to in sections 21.26 and 21.28 of the ACPB Addition/removal of a lender referred to in sections 21.26 and 21.28 of the ACPB Addition/removal of a financial institution referred to in sections 21.26 and 21.28 of the ACPB 77 Changes to be communicated to the AMF The following is a non-exhaustive list of examples of changes that must be communicated to the AMF: Addition of a person referred to in sections 21.26 and 21.28 of the ACPB The enterprise must notify the AMF if a new natural person or entity referred to in sections 21.26 and 21.28 of the ACPB is to be added to the enterprise’s file. By way of information, please consult the list of persons set out under the item “Criminal and penal court record of the enterprise” of this guide. The enterprise must also notify the AMF when it adds an establishment or when it has a new financial institution or lender with which it conducts business. Removal of a person referred to in sections 21.26 and 21.28 of the ACPB The enterprise must notify the AMF if a natural person or entity referred to in sections 21.26 and 21.28 of the ACPB is to be removed from the enterprise’s file. By way of information, please consult the list of persons set out under the item “Criminal and penal court record of the enterprise” of this guide. Changes to the information provided The enterprise must notify the AMF of any change to nominative information it has provided, whether the information pertains to the enterprise or to any of the persons with whom it has one or more business relationships. Examples of changes that must be communicated to the AMF: Change of address of a person referred to in sections 21.26 and 21.28 of the ACPB; Change of address of the enterprise’s head office or one of its establishments; Change to the language of correspondence, etc. Change in the ownership or control of the enterprise The enterprise must notify the AMF of any change to the persons or entities that have direct or indirect ownership or legal or de facto control of the enterprise. Change of respondent If the respondent is temporarily unable to properly perform his or her functions, but the enterprise does not consider it necessary to appoint another respondent, it must notify the AMF that the respondent’s responsibilities will be delegated temporarily to a natural person operating the enterprise as a sole proprietorship or to a director, an officer or a partner of the enterprise. If the respondent is no longer able to perform his or her functions for an extended period of time or on a permanent basis, the enterprise must promptly appoint a new respondent and notify the AMF thereof by sending the AMF the appropriate request as well as an official document evidencing the appointment of the new respondent. 78 Schedule I – Relationships to be disclosed based on the enterprise’s legal form Legal form: Natural person operating a sole proprietorship 79 Legal form: Partnership 80 Legal form: Legal person 81 Relationships common to all legal forms 82 Schedule II – Principal financial institutions in Canada Canadian financial institutions Name to be entered in the “Name” field of the “Financial institution” relationship Banque Nationale Banque Nationale du Canada National Bank of Canada Banque Nationale du Canada Desjardins Caisses populaires Desjardins Fédération des Caisses Desjardins du Québec Fédération des caisses Desjardins du Québec Banque Royale RBC Royal Bank of Canada Banque Royale du Canada Banque de Montréal Bank of Montreal BMO Banque de Montréal Banque Laurentienne Banque Laurentienne du Canada Banque ING ING Banque ING du Canada Banque de Nouvelle-Écosse Banque Scotia Scotia Bank Banque de Nouvelle-Écosse Banque CIBC CIBC Banque Canadienne Impériale de Commerce Banque TD TD Bank La Banque Toronto-Dominion 83