The question always comes first, and the honest answer has two parts: the government fees, which are public and verifiable, and the professional fees, which depend on what you have done for you.
Here is how the bill actually breaks down, and why federal costs more than provincial.
Government fees, line by line
Provincially, the company is incorporated directly with the Registraire des entreprises du Québec. The incorporation fee covers registration: there is no second step and no second payment.
Federally, the company is incorporated with Corporations Canada. You pay the federal fees, to which are added the required name search, then the registration fee with the Québec enterprise registrar if you carry on business here.
That double step explains most of the gap. The exact amounts are published by each authority and are revised periodically: they should be verified at the time of incorporation rather than from memory.
Professional fees
They vary with what the mandate covers, and this is where comparisons become misleading. For a member of a professional order, the mandate also covers compliance with the order’s regulation: see professional incorporation.
A minimal incorporation is limited to filing the articles. A complete incorporation includes designing the share capital, the organizational resolutions, the issuance of shares, the certificates, the registers and the minute book.
The price difference between the two is real, but the difference in value is greater: it is precisely the absence of those documents that blocks a transaction ten years later, as we explain in our piece on the minute book.
Federally, fees are generally higher because two different platforms have to be dealt with, which takes additional time.
What the posted price never includes
Three items come up afterwards and regularly take people by surprise.
Recurring fees
An annual updating declaration, every year, for each regime the company is subject to. A federal company carrying on business in Québec has two.
The shareholder agreement
As soon as there is more than one shareholder it is indispensable, and it is never part of an incorporation package. See our piece on the subject.
Later amendments
Adding a class of shares, changing a director, changing the name. Each one requires resolutions and a filing.
The real cost, the one you do not see
The gap between the two regimes is measured in hundreds of dollars. The cost of a badly designed structure is measured in tens of thousands.
A share capital without the necessary classes blocks an estate freeze and forces a reorganization. Shares never issued stop a sale. The absence of a shareholder agreement turns an ordinary disagreement into litigation.
This is why the choice of regime should almost never be decided on price. It is decided on the reach of the name, the residence of the directors and your territory of activity, as we explain in federal or provincial incorporation.
What is paid at a fixed price, and what is discussed
A standard incorporation is a repetitive step whose real cost is predictable. The firm handles it at a posted price, with government fees itemized separately.
What does not standardize is the design of the structure: who owns, through which vehicle, with which classes of shares, and what it will look like at the time of transfer or sale. That part falls under a mandate and is discussed case by case.
Frequently asked questions
Why does federal incorporation cost more?
Because it involves two platforms. You pay the federal incorporation fees to Corporations Canada, then the registration fees to the Registraire des entreprises du Québec if you carry on business here. On top of that is the name search required federally.
What are the recurring fees under each regime?
A Québec company files an annual updating declaration with the enterprise registrar. A federal company carrying on business in Québec files a federal annual return and the Québec declaration, with the corresponding fees for each.
Do professional fees differ?
Generally yes, because two separate platforms must be dealt with, documents produced in two formats and two schedules followed. The difference comes from the time required, not from legal complexity.
Should cost decide the regime?
Rarely. The real gap is modest next to what a badly designed structure costs. The reach of the name, the residence of the directors and your territory of activity weigh far more than a few hundred dollars.
Paying the right price for the right thing
The price of an incorporation only means something once you know what it covers. The useful question is not what it costs, but what the structure will have to make possible in five or ten years.
Going further: our incorporation and structuring service, federal or provincial incorporation, and the minute book.
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Lawyer, member of the Barreau du Québec since 2014, founder of MEKA AVOCAT. This text sets out general legal information: it describes rules that apply broadly, not the answer to one particular case, and does not replace advice on your situation.
