Quebec is a wonderful place to do business. But unlike other provinces which rely on judicial law for governance, Quebec is a civil law jurisdiction governed by the laws and principles of the Civil Code of Québec (CCQ).

As a result, the Quebec system requires businesses to navigate a set of legal norms and practices which can differ from the frameworks used in other provinces or countries.

Registering your business: a checklist

When you start a business in Quebec, it’s important to decide what legal form (i.e. sole proprietorship, corporation, etc.) it will take, because your choice will impact your tax obligations and liability. Depending on your setup, you may be required to:

  • Register your business and have its name approved with the Registraire des entreprises
  • Ensure your business name complies with the Charter of the French Language Register your business for specific Revenu Québec files (i.e. for GST/HST and QST if your business revenue exceeds $30,000)
  • Obtain certain permits, licenses, decals or registration certificatesComply with other administrative formalities (i.e. opening a Canada Revenue Agency account)
  • Obtain a certified French translation of court documents filed, per Bill 96 (as of June 2024)

The Quebec Business Corporations Act: championing flexibility

Once you’re a business, you’re beholden to the Quebec Business Corporations Act (QBCA).

Here are some highlights:

  • Boards of directors: Unlike the Canada Business Corporations Act (CBCA), which requires at least 25% of a corporation’s directors be Canadian residents and that they be present at meetings, there is no residency requirement for the directors of a business incorporated under the QBCA.
  • Flexible issuance of shares: First, shares may be issued whether or not they are fully paid. Second, shareholders can unanimously vote to legitimize a corporation issuing more shares than it's allowed to. Finally, a corporation can issue company shares with a simple majority vote of its board of directors.

Franchising law: good faith
In Canada, franchising is regulated provincially. In Québec, there is no franchise-specific legislation. Instead, the CCQ protects franchisees by imposing a duty of good faith on franchisors, which is broader than the duty of fair dealing found in other common law jurisdictions. Additionally, the Charter of the French Language facilitates franchises’ operation within Quebec's market.

Doing business in Quebec might not appear easy on the surface, but la belle province presents many unique and rewarding opportunities.

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*This article does not constitute legal advice.