You are thinking of registering a business in Quebec?
You want to know more about the process to see if you want to do it yourself or hire a lawyer in Quebec to do it for you?
You want to do business in Quebec and you wonder if business registration is mandatory?
In this article, we’ll discuss that in detail.
Most companies are legally required to register their business in Quebec to be compliant with the law.
We will discuss who must register a business in Quebec and what happens after a business is registered.
What does registering a business in Quebec mean?
Nearly all types of businesses must be duly registered in Quebec to be able to conduct business in the Province of Quebec.
Registering a business in Quebec means that you must file a declaration and register your company with the Quebec company registry called Registraire des entreprises.
Quebec laws require that companies operating in Quebec register and disclose some information about themselves so the public can verify the legitimacy of a business conducting commercial activities in Quebec.
If you incorporate a company under the Quebec provincial laws, the Business Corporation Act of Quebec, your company will be automatically registered with the Quebec company registrar.
If you have incorporated a company or operate a partnership formed outside of Quebec, then you’ll need to file a registration declaration providing the Quebec company registry with the legally mandatory information about your business.
Upon registration, the Quebec corporate registry will issue a unique Quebec enterprise number (Numéro d’entreprise du Québec).
Then, on an ongoing basis, companies will need to make sure they keep their company information up-to-date with the Registraire des entreprises.
Who must mandatorily register a corporation in Quebec
Many businesses need to register their corporation in Quebec to conduct business in compliance with the law.
If you fall under any of the following situations, you will need to file a declaration of registration in Quebec:
- You operate a sole proprietorship using a name other than your personal name
- Your company is incorporated under foreign laws and want to open a business establishment in Quebec, purchase a real estate or immovable property or sell products and services to Quebec residents
- Your company was incorporated in Quebec before 1994
- You operate a general and limited partnership formed in Quebec
- You operate a foreign partnership carrying on business in Quebec or having an immovable or real estate property in Quebec
- A syndicate of co-ownership
- A trust operating commercially in Quebec
Let’s look at each of these situations where you may need to register a business.
Sole proprietorship using a trade name
A sole proprietorship using a trade name must do a business registration in Quebec.
For example, if you are doing business personally without an incorporated company and using a trade name, you’ll need to register.
A trade name is a business name you use to identify your business to your clients.
Imagine you are a consultant and you do business as “Top Notch Consulting” without having incorporated a company with this name.
Since this is your trade name, even though you are legally operating under your name as a self-employed consultant, you’ll need to register yourself to be authorized to conduct business under the name Top Notch Consulting.
Foreign company doing business in Quebec
A foreign company doing business in Quebec is pretty much any company not incorporated under the Business Corporations Act of Quebec.
For example, you can have a company incorporated under the federal laws of Canada or any Canadian provincial law.
A foreign company can be a US or European entity doing business in Quebec.
In all such cases, the foreign company will be required to register itself in the Province of Quebec.
Quebec companies incorporated before 1994
A company incorporated in Quebec before 1994 will need to register itself with the Registraire des entreprises.
In 1994, the Quebec laws were reformed in a significant way and as a result, older companies needed to ensure they comply with the proper registration standards.
General and limited partnerships formed in Quebec
Any general partnership or limited partnership formed in Quebec, such as law firm partnerships, accounting firm partnerships or others, are required to register themselves.
The law requires that all partnerships operating in Quebec be registered so that the Quebec residents can have clarity that they are dealing with a partnership and those responsible for the partnership.
Foreign partnerships doing business in Quebec
The same rule that applies to Quebec partnerships applies to foreign partnerships.
The Quebec laws require that partnerships, local or foreign, make their partnership information available to the public so Quebec residents and businesses know they are dealing with a foreign partnership and who is responsible.
Syndicate of co-ownership
A syndicate of co-ownership is a legal entity required by law having the objective of preserving an immovable property, its maintenance and administration of common areas.
All condo syndicates are required to be registered on the Quebec corporate registry.
Trust doing business in Quebec
A trust is when a person transfers property to a trust for a specific purpose and where the assets of the trust administered in accordance with its intended purpose.
If a trust is established and it has a commercial purpose, the trust will need to be registered just like a corporation.
For example, a real estate investment trust is a trust operating a commercial enterprise and will need to be registered just like a business.
Who can voluntarily register a company in Quebec
In some cases, the law mandatorily requires that a company register itself in Quebec to be compliant with the Quebec laws.
In some other cases, companies that are not required to register but can choose to do so voluntarily.
The companies who can voluntarily register are:
- Sole proprietorships acting under their personal name
- Public bodies like cities and municipalities
- Undeclared partnerships and joint ventures
Now, if a company wants to register in Quebec, can the request be denied?
Let’s look at that next.
Refusal of business registration in Quebec
Can the Quebec corporate registry refuse to register a business in Quebec?
The short answer is yes.
A business incorporated under the laws of Quebec does not need to file a declaration of registration because it is automatically registered upon its incorporation.
However, a foreign business incorporated under laws outside of Quebec will need to file a declaration of registration in compliance with certain requirements.
For the Quebec company registry to accept to register a business, the company must demonstrate that:
- It is in good standing and not dissolved
- It is duly registered in its original jurisdiction of incorporation or another jurisdiction
- The information it intends to register in Quebec is identical to the information it has registered before another corporate registry
If you cannot demonstrate these conditions, the Registraire des entreprises du Québec will not accept your registration declaration.
What is a registration declaration
A company that is incorporated outside of Quebec and intends to register itself in Quebec will need to complete and file a registration declaration.
The registration declaration contains all the legally mandated information a foreign company must disclose to the Quebec corporate registry.
Typically, a company not originally incorporated in Quebec and intending to do business in Quebec will need to file its registration declaration within sixty days of the start of its operations in Quebec.
The registration declaration regularizes your company’s registration compliance in Quebec.
What is an annual declaration
Once a company is registered in Quebec for the first time, then the company must file yearly declarations validating its company information.
If the company’s address changes or administrators change, the company will need to declare that in its annual declaration.
Companies must file their annual declaration whether or not any of their corporate registration information has changed.
If a company does not file its yearly declaration, it will receive a notice of default requiring it to file its annual declaration and pay a nominal penalty.
Quebec Enterprise Number
Once your company is registered in the Province of Quebec, the Quebec company registry will assign a 10 digit number to your company.
This number is your Quebec Enteprise Number or NEQ (numéro d’entreprise du Québec).
This number allows the government and governmental bodies to easily identify your company and simplify exchanges and communications between the government and your company.
Any company accepted for registration in Quebec or those automatically registered as they are incorporated in Quebec will be assigned with an NEQ.
Registering a business in Quebec is mandatory if you are operating a business in Quebec, have commercial activities or own assets.
Under the Quebec laws, most companies must be registered with the Quebec corporate registry known as Registraire des entreprises.
The Registraire des entreprises is Quebec’s business registrar overseeing and managing Quebec incorporations, foreign company registration and matters under the Act respecting the legal publicity of enterprises.
Once a company is registered, they will then need to maintain their good registration status by filing yearly annual declarations or annual reports and ensuring their corporate registry information remains up-to-date at all times.
With the initial registration of a company, the Quebec company registrar will assign a unique company number to the registered company, called the Quebec Enterprise Number.
Company registration is mandatory for most companies.
If you are running a business in Quebec, you must make sure that you are compliant with your registration obligations.
Once you have properly handled your registration right from the outset, then you’ll be smooth sailing!
We hope this article was useful to you.
Should you have any questions or need legal support with regards to your company registration, our corporate lawyers are here to help you.
Contact us at any time!