Business Corporation 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 process to register will depend on the type of business structure chosen. 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. However, if I called my new business 'Susan's Dog Grooming,' I would need to complete the registration process.
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.
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. The process differs depending on the form of business ownership you have chosen, Registration for a sole proprietorship, partnership, and corporation are all slightly different in Quebec.
Quebec Sole Proprietorship or Partnership Registration
Sole proprietorship businesses have a single owner who will pay taxes on business profits, and is usually the easiest type of business to form. Partnerships have two or more owners. These owners operate and manage the business and there are several types of partnership structures the members can form such as limited liability and silent partner.
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 registration procedure is simple. You will 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 English translations of the form are available, but you must fill out and file the French version of the form to register your business. You can fill out a pdf version of the form online at the Registraire des entreprises Québec website. As of October 2019, the Declaration cannot be filed electronically. You must fill them out, sign them, and take them to a 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 as a sole proprietorship is $35 and the fee for a partnership is $53. In both cases, you may pay a higher priority fee to expedite the process if you wish—$52.50 and $79.50 respectively.
Once you have registered your business, you will also have to file an Annual Declaration—re-registering your business in Quebec each year. These annual fees change each year but are $35 for sole proprietors and $53 for businesses. Note that no annual registration fees are due the year following registration with the unless the registration follows a striking off.
Remember, if you operate under the business owner's first and last name that you don't have to register a sole proprietorship or a joint venture. However, all 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.
Incorporating a Company in Quebec
The process for registering a corporation depends on if the business will be a for-profit or a nonprofit enterprise. Corporations are business structures that are independent entities from the owners and have several different ways they can be constructed when it comes to tax liabilities. This article addresses only for-profit incorporation.
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.
You will have to fill out and submit several items. These include the Articles of Constitution for the business, the Notice Establishing the Address of the Head Office, a List of Directors form, and the required registration fee, to the Registraire des entreprises.
You are not required to submit a Name Research Report. The Registraire 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 certificates.
The first step in forming a named corporation is to prove that your new company name is not being used by any other company in the province. 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 completed. If you like, you can do a free, online Name Research Report or you can Request a Name Search Report or Reservation online. In the second option, the Registraire des entreprises will do the research for you. 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
- If applicable the Name Reservation Application
- The Articles of Constitution Form—available as a pdf
- The Notice Establishing the Address of the Head Office—available as a pdf
- List of Directors Form—available as a pdf
Although you can print the pdf forms, you will still need to hand-deliver or mail them to the Registraire des entreprises. The fee for registering a for-profit company in Quebec is $337 as of October 2019 and $505.50 for priority service.
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 certificates.
Filing Initial Declaration for Corporations
In both numbered and named incorporation, you will need to file an Initial Declaration within 60 days following the filing of your articles in the register. There is no charge for this filing within this period. Should you wait beyond 60 days a $73 fee is assessed.
Moving Outside Incorporations to Quebec
If your business is already incorporated outside Quebec and you want to start doing business in Quebec there is a procedure you must follow. You need to file a Declaration of Registration—within 60 days of beginning operations in Quebec—and pay the registration fee. 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 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
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 Canadian Goods and Services Tax (GST), Quebec Sales Tax (QST), make source deductions, and file corporate income tax.