Incorporation and corporate structuring in Quebec

Incorporation and structuring

The form is simple.
The consequences are not.

Incorporating a company has become a formality you can complete online. What has not become a formality is choosing the regime, composing the share capital, deciding who holds the shares and where the new company sits within a larger whole. Incorporation is in fact only one step in starting a business, which has several, in a set order.

These decisions are made once and corrected with difficulty. A missing share class blocks an estate freeze ten years later. A shareholder registered under the wrong name complicates a sale. A poorly chosen regime costs unnecessary annual fees for the life of the business.

Our role is not to fill in the form. It is to ask you the questions that determine its content: who holds, who decides, who receives the profits, and what this structure will look like the day you want to bring in a partner, hand over or sell. If you are a member of a professional order, those answers are framed by its regulation: see professional incorporation.

What we do

Design the structure
before incorporating it.

Choosing the regime

Quebec law or Canadian law. The choice turns on the scope of name protection, recurring costs, director residency and the territory where you will actually operate.

Designing the share capital

Voting and non-voting classes, participating shares, freeze preferred shares. Providing for the classes you will need avoids a costly reorganization later.

Holding structure

Personal ownership, ownership through a holding company or through a trust. The choice drives taxation, asset protection and future transfer.

Professional incorporation

For professionals whose order allows it, with the constraints each order imposes on share ownership and board composition.

Initial organization

Constituting resolutions, share issuance, appointment of directors and officers, by-laws, registers. This is what makes the company effective against third parties.

Agreements from day one

As soon as there is more than one shareholder, the shareholder agreement is signed at incorporation, not at the first disagreement.

Frequently asked questions

What we are asked most.

Should I incorporate in Quebec or federally?

The federal regime protects the name across Canada and allows more flexibility on director residency. The Quebec regime costs less to maintain. A federal company operating in Quebec must register with the Registraire des entreprises anyway, and therefore carries two sets of obligations.

At what point is incorporating worthwhile?

The question is not only about tax. It arises as soon as there is a risk to isolate, a partner to bring in, a significant contract to sign or profits that exceed your personal needs. The tax threshold is confirmed with your accountant; the rest is decided with a lawyer.

Can the share capital be changed after incorporation?

Yes, through articles of amendment, but the operation has a cost and may carry tax consequences depending on what has already been issued. Designing the classes correctly at the outset is always cheaper.

What happens if the shares are never issued?

The company exists but no one officially owns it. It is one of the most common defects we find in due diligence, and it blocks a sale until it is corrected retroactively.

Two readings before deciding: partnership, corporation or self-employment, comparing the legal forms, and the holding company, an underused tool for SMEs, on the ownership structure.