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How to Incorporate in Quebec

As an entrepreneur, one of the most significant decisions you will make for your business is whether to incorporate. If you’re incorporating in Quebec, navigating the required documentation can feel daunting. But you don’t need to do it alone. At Ownr, we simplify the process, and can get your provincial incorporation in Quebec starting in just minutes. Read on for everything you need to know about incorporating in Quebec.  

Why incorporate your business?

There are many benefits to incorporating your business. These include: 

  • Limited liability for the business owner
  • Tax benefits
  • Ability to raise capital
  • Ability to designate share classes and transfer shares
  • Ensure the continuous lifespan of the business corporation
  • A more professional image 

To learn more about the benefits of incorporating, read Ownr’s comprehensive guide to incorporating in Canada.

Benefits of incorporating in Quebec

It’s important to consider the steps and costs of incorporating your business. There are benefits to both, but you’ll want to consider the long-term goals before deciding which route is best for your business. Incorporating federally means that your business will be regulated under the Canada Business Corporations Act. If you decide to incorporate provincially in Quebec, your business will be regulated under the Quebec Business Corporations Act. Read on to find out the benefits of each.

Benefits to incorporating your business provincially in Quebec

Automatic registration: Incorporating a business federally in Quebec requires a two-step process as you will need to fulfill the federal incorporation requirements and register with the Registraire du Quebec. You will not need to do so for provincial incorporation, where this is done in just one step with no additional registration needed.

Ability to operate in other provinces: Incorporating your business provincially in Quebec does not limit your ability to do business in other provinces and territories. You can service clients located anywhere in the world whether you incorporate federally or provincially.

Board of directors: Federally incorporated businesses must comply with certain criteria for their board of directors and 25 per cent of the directors must reside within Canada with permanent residency or Canadian citizenship. Under the Quebec Business Corporations Act, there are no restrictions on the origins or place of residency for the directors on your board.

Issuing shares: Businesses operating under the Quebec Business Corporations Act have the option to not issue share certificates. Whereas federally incorporated businesses must only issue shares that have been fully paid and are required to issue share certificates. Are you a business owner looking to set up your employee stock option plan? Ownr has you covered with our complete guide to ESOPs for Canadian startups.

Cost: The cost of provincial registration with Ownr is considerably less expensive than the cost of a federal incorporation in Quebec.

Benefits to incorporating your business federally in Quebec

Increased name protection: If you wish to protect your business name throughout the country, you may want to incorporate federally. Its increased name protection is a main benefit of incorporating federally, so consider the long-term expansion goals for your business and the potential risk that other enterprises may operate under the same business name in other provinces or territories.

Steps to incorporate a business in Quebec

If you’ve decided to incorporate your business provincially in Quebec, you can now prepare the appropriate documentation and pay the required fees. 

It’s important to note that government filings done yourself may still require some paperwork and costs to ensure that your business is compliant beyond the steps outlined below. It’s highly recommended that you hire a legal professional to help prepare the documents needed for compliance.

Is compliance causing you stress? Looking for an easier way? Incorporate with Ownr and save additional fees for government filings. With our one-stop solution, you receive with your provincial incorporation:

  • A full year of our Online Minute Book plan
  • Company name registration
  • Company organization documents & share issuances
  • Access to Ownr Perks

Determine a name for your business corporation or apply for a numeric designation

If your business has a unique name, you must ensure that it follows the applicable rules. It must be a word or group of words that define it as a business corporation and distinguishes it from all other businesses. As the incorporator, you must also make a declaration that the business corporation name is, to your knowledge, unique and you’ve taken reasonable means to ensure it is compliant with the law. Additionally, for a business operating in Quebec, the name must be in French, or have a French version of the name, and complies with the Charter of the French Language. 

Your unique business corporation name must consist of:

  • A distinctive element: a component that clearly distinguishes the corporation from any other
  • A descriptive element: provides a general description of the services the corporation offers 
  • A legal ending: often in abbreviated form, this specifies the legal form of the enterprise

An example of a unique enterprise name is Magasin Général Petit-Champlain Inc.

If you do not select a unique business name for your corporation, you may have a numeric designation automatically assigned by the Registraire des entreprises du Québec. 

The numeric designation will consist of:

  • A unique number
  • The word “Québec”
  • The abbreviation “Inc.”

An example of a designating number is 8502-58204 Québec Inc.

Optional: Once you have selected your business name, you can request to reserve that unique business name for 90 days using the produire une demande de réservation de nom service. 

Prepare the necessary documentation

  • Articles of constitution: These are documents that include details about your business such as the legal name and any other versions of the name (ie. French language version), information on the directors and founders of the corporation, respecting the officers, and the location of your business headquarters. It also includes directions on share classes and the rights and restrictions associated with them, the existence of a unanimous shareholder agreement that may restrict or remove powers of the board of directors, and information on limits on activities of the corporation. 
  • Initial declaration: This contains additional essential information about your business including the sector, additional details on the location of your business headquarters, shareholder and employee information.

After filing the appropriate paperwork and paying the associated fees, you will receive a Québec enterprise number (NEQ), a unique 10-digit numerical identifier assigned to business enterprises in the province. You will then receive a certificate of incorporation for your business, filed with the date. This, along with all other paperwork will be filed to the Registre des entreprises. Once this has been completed, your business is now incorporated in Quebec.

Don’t forget the details. Incorporating your business in Quebec with Ownr takes the guesswork out of filing your paperwork to ensure you don’t miss a thing (from government filings to restrictions on the transfer of company shares). All the tools you need to succeed in incorporating your small business are in one, secure place. Plus, you’ll have access to exclusive perks to help you grow your business. Still not convinced? Learn more through customer stories.

The cost to incorporate a business in Quebec

Here is a breakdown of all the fees associated with incorporating your business in Quebec either federally or provincially.

Make incorporating easy and affordable with Ownr

Spend less time on paperwork and more on what you do best as an entrepreneur. If you’re a small business owner, register and incorporate your business in less than 15 minutes with Ownr, with provincial Quebec incorporation packages from $699, which includes everything mentioned previously, including a full year of our Online Minute Book plan, company name registration, organization documents & share issuances, and access to Ownr Perks. Need additional ongoing support? See pricing and packages for more details.

Federal incorporation fees

The basic fee to file an article of incorporation federally is $200 CAD (with the express service option for $300 CAD). You will also need a NUANS name search report to determine that your chosen name meets the designated criteria. This costs an additional $35 CAD. A NUANS name search report name is not needed for other names (for example, your French language name if your primary name is in English). Finally, businesses incorporated federally in Quebec must file a declaration of registration with Registraire des entreprises du Québec (see fees below). You will likely incur additional costs to submit your government filings and ensure compliance. 

Provincial incorporation fees

To file for provincial incorporation in Quebec, the basic fee for the declaration of registration is $356 CAD (with the express service option for $534 CAD). You may incur added costs to use a name search service (NUANS is not required) to ensure you have taken reasonable means to comply with the law. Again, you’ll want to budget for additional legal fees to submit your government filings.

Ongoing considerations once incorporated

Additional costs and ongoing documentation

Once incorporated, there are several ongoing documents and fees to keep up to date to ensure your business is in good standing and can continue operations in Quebec. Businesses in Quebec must ensure the following information is always up-to-date:

  • Sales tax numbers: Once incorporated, you will need to obtain GST/QST tax numbers from Revenu Quebec. 
    • Annual updating declaration: Each year, businesses in Quebec must declare that their information is up-to-date during a prescribed period. If it is not, it’s required to be updated by filing an annual updating declaration.
    • Annual registration fee: This fee must be paid every year following the year of incorporation.
  • Minute book: In Quebec, a company’s essential information must be detailed and kept up to date in a minute book (either as a physical document or virtual one housed online) once incorporated. If filing yourself, a minute book is not automatically created, so it is important to ensure this step is not overlooked.

Ownr provides ongoing support

Ownr makes it easy to prepare the ongoing documentation you need for your business, from minute books to your annual returns. You’ll never forget an important document with Ownr’s reminders and easy onboarding pages to manage all your legal business matters.

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