Business Registration in Quebec
How to Register a Sole Proprietorship in Quebec or Partnership
Like all provinces and territories in Canada, business registration in Quebec is required for most businesses. The only businesses that don't need to be registered in Quebec are joint ventures and sole proprietorships that operate under the business owner's first and last name. So for instance, if I were starting a business called 'Susan Ward's Dog Grooming Services,' I wouldn't have to go through business registration in Quebec, but if I called my new business 'Susan's Dog Grooming,' I would.
(Note that business registration in Quebec allows additions to the business owner's first and last name; other provinces do not. If you are registering a sole proprietorship in another province, be sure to check that province's business registration requirements.)
Also note that just because you don't have to register a sole proprietorship in Quebec or a joint venture, you can if you want to. Registered businesses are automatically included in the business register maintained by the Registraire des entreprises (REQ), making the existence of these businesses a matter of public record.
So let's assume that you are starting a business in Quebec that either has to be registered or that you want to register your business. What is the procedure? Because the process differs depending on the form of business ownership you have chosen, I'll outline the business registration procedure for sole proprietorships and partnerships and corporations in Quebec separately.
To Register a Sole Proprietorship in Quebec or Register a Partnership in Quebec
In Quebec, if you are starting a sole proprietorship whose name does not include the owner's first and last names or a partnership, you must register your business within 60 days after beginning operations.
The basic business registration in Quebec procedure is simple; you file a Declaration of Registration form (along with the applicable fee) at an office of the Registraire des entreprises (REQ) in Montréal or Québec City.
There are two catches to be aware of, however. First, although English translations of the form are available, you must fill out and file the French version of the form to register your business. Second, while you can fill out the form online at the Registraire des entreprises Québec website, currently the Declaration of Registration cannot be filed electronically. You must fill them out, sign them, and take them to an REQ service counter in Montréal or Québec City, to one of the many courthouses in Québec or mail your business registration form to:
Registraire des entreprises
Direction des entreprises
P.O. Box 1364
Québec City, Québec
At the time of writing, the fee for submitting a Declaration of Registration for a Natural Person (to register a sole proprietorship in Quebec) is $32.00; the fee for submitting a Declaration of Registration for a partnership is $43.00. In both cases, you may pay a higher priority fee to expedite the process if you wish ($48.00 to register a sole proprietorship in Quebec and $64.50 to register a partnership).
Once you have registered your business, you will also have to file an Annual Declaration (re-registering your business in Quebec each year). For a sole proprietorship, the regular fee for filing an Annual Declaration is $32.00; for a partnership, $48.00.
(Note that no annual registration fees are due the year following registration with the Enterprise Registrar unless the registration follows a striking off.)
Incorporating a Company in Quebec
When discussing Quebec incorporation, I am assuming that you are creating and registering a for-profit corporation; the process for creating and registering a non-profit corporation in Quebec is different.
For Quebec incorporation, your first decision is whether to create a corporation with a name or to opt for a numbered corporation. The fees are the same, but the Quebec incorporation procedure for creating a numbered corporation is simpler.
To create and register a numbered company in Quebec, all you have to do is fill out and submit the Articles of Constitution and the Notice Establishing the Address of the Head Office/List of Directors, along with the required fee, to the Registraire des entreprises.
No Name Research Report is required, as the Registraire des entreprises will assign your new corporation a number that it will use as a legal name. It will also register your company by filing the appropriate documents and a certificate of incorporation in the enterprise register. The company will be sent a copy of the articles and certificate.
To create and register a named corporation in Quebec, you must first prove that your new company name is not being used by any other company in Quebec, as your new company must be incorporated with a unique name. To do this, you must have a name search done and attach the Name Research Report to your Articles of Constitution when you submit them.
The Registraire des entreprises Quebec offers several different ways to get a Name Research Report done for Quebec incorporation. If you like, you can do your own Name Research Report free online. Or you can Request a Name Search Report or Reservation online, and the Registraire des entreprises will do it for you. (Currently, the regular fee for a Name Research Report is $37.00; the priority fee is $55.50.) Or you can fill out the Name Search Report Application form online, print it out, and take it or send it to the Registraire des entreprises.
Once you have your Name Research Report, you are ready to fill out the rest of the documents you will need for Quebec incorporation. You will need to submit:
- a copy of the Name Research Report and if applicable, the Name Reservation Application
- the Articles of Constitution form
- the Notice Establishing the Address of the Head Office/List of Directors form.
The Articles of Constitution and the Notice Establishing the Address of the Head Office/List of Directors forms for Quebec incorporation can be filled out online at the Registraire des entreprises Québec website (although you will have to print out the forms and take or mail them to the Registraire des entreprises).
The regular fee for registering a profit-making company in Quebec is $300.00; for a priority fee of $450.00 your application will be expedited.
As is the case with registering a numbered corporation, the Registraire des entreprises Québec will register your company by filing the articles and accompanying documents along with a certificate of incorporation in the Enterprise Register. The company will be sent a copy of the articles and certificate.
In both cases of Quebec incorporation, whether you've registered a numbered or named corporation, you will need to file an Initial Declaration within 60 days following the filing of your articles in the register. (This is free within this time period; if you file an Initial Declaration for your new corporation more than 60 days after the registration date, a $73.00 fee is charged.)
And what if your business is already incorporated outside Quebec and you want to start doing business in Quebec? You need to file a Declaration of Registration (within 60 days of beginning operations in Quebec). The regular fee for registering a profit-making company in Quebec is $212.00; for a priority fee of $318.00 your application will be expedited.
Note that you will also have to file an Annual Declaration and pay an Annual Registration fee to keep your business registration current.
Many Quebec corporations are eligible to file the declaration (information return) and their income tax return together, paying the Annual Registration fee (currently $79.00) to Revenu Québec when filing the income tax return. If this is the case, the corporation must pay the Annual Registration within two months following the end-date of a registrant's fiscal period fee or interest will be charged.
Steps After Quebec Incorporation
So now you've completed Quebec incorporation. What's next? You don't have to worry about registering for the NEQ (Quebec Enterprise Number) because this 10 digit number is automatically assigned with your business registration in Quebec.
However, most businesses will also have to register with Revenu Quebec (the MRQ), as they will have to deal with GST, QST, make source deductions, and/or file corporate income tax. See Grappling with the GST for more information on who qualifies as a small supplier and GST registration; see the Provincial Sales Tax library for more information on QST. You may also want to visit my Starting a Business FAQ for information on topics such as whether or not you should incorporate your business and why you need a business bank account.