Incorporate a business in Quebec

Requirements to incorporate in Quebec

• Name or number: a French name, or a number name. Number name possible: Yes: number + "Québec inc."source.
• Directors: At least 1 directorsource.
• Director residency: None: any natural person may be a director, except persons disqualified under the Civil Code or declared incapable by a foreign courtsource.
• Head office: Head office must be in Québecsource.
• Attorney in Quebec: A legal person with no domicile or establishment in Québec must designate a Québec-resident attorney (fondé de pouvoir), unless exemptedsource.
• Share structure: classes of shares, their rights and any transfer restrictions, set out in the articles.

Registration follows incorporation automatically: Automatic registration (NEQ) upon incorporationsource. The NEQNEQNumber assigned by Quebec’s enterprise registrar on registration. Separate from the federal business number (BN).See definition → is the number you use with the REQ and with Revenu Québec.

Government fees and processing times in Quebec (sourced)

Name rules in Quebec

Language is the first test: The name must be in French; a French name is a prerequisite to incorporation in Québecsource. Another-language version: A version in another language may be used outside Québecsource. Signage: French must be markedly predominant in outdoor signage that shows a business name containing a non-French expressionsource.

• Name search: Free online search of the enterprise register; optional paid name reservation (90 days, includes a search report)source.
• Reservation period: 90 dayssource.
• Structure: a distinctive element, an optional description of the activity and a legal ending such as Inc. or Ltée.
• A name too close to an existing enterprise, or misleading about the activity, can be refused or challenged.

A numbered companynumbered companyCorporation named after its registry number (e.g. 12345678 Canada Inc.). Skips the name search.See definition → avoids the name question at the start: Yes: number + "Québec inc."source. That is where the familiar "Québec inc." ending comes from.

Director residency rules in Quebec

Quebec sets no residency rule for directors: None: any natural person may be a director, except persons disqualified under the Civil Code or declared incapable by a foreign courtsource. Founders living outside Canada can therefore sit alone on the board. If the corporation has no domicile or establishment in Quebec, an attorney rule applies instead: Required: a registrant with no domicile or establishment in Quebec must appoint a Quebec-resident attorney, unless exempted (s. 148)source.

Articles of incorporation in Quebec: what goes in them

The articles of incorporation (statuts constitutifs) are the founding document filed with the REQ. They generally contain:

• the French name, or a request for a number name;
• the judicial district of the head office in Quebec;
• the description of the share capital and the rights of each class;
• any restrictions on share transfers;
• the number of directors, fixed or as a minimum and a maximum;
• any limits on the corporation's activities and other provisions.

The share structure shapes how founders, family members or a holding company can hold shares later. An accountant can review it against your plans before filing.

Step by step: how we file for you

1. 1Name checkWe search the enterprise register for your French name, or set up a number name. Optional reservation: $27 ($40.50 priority)source.
2. 2Articles and initial declarationYou answer a guided questionnaire; we prepare the articles and the initial declaration (directors, head office, ultimate beneficiaries), and you review them before filing.
3. 3Filing with the REQWe file online and pay the government fee for you. Regular processing: 2 business dayssource; priority: 1 business daysource.
4. 4Certificate, NEQ and digital minute bookAutomatic registration (NEQ) upon incorporationsource. You receive the certificate with a digital minute bookminute bookOfficial record holding a corporation’s articles, by-laws, resolutions and registers.See definition →: by-laws, organizational resolutions and registers, ready to sign online.
5. 5Tax registrationsWe show you which registrations may apply next: GST and QST with Revenu Québec, payroll accounts and the CRA business number.

After incorporation: annual return and registrations