Starting a business in Quebec

Starting a business

Incorporating a company
is not starting a business.

Starting a business in Quebec is not just filing articles. It involves a sequence of decisions taken in a precise order: the regime, provincial or federal, the name and whether it will clear, who holds the shares, the company registers and the tax registrations. Each one depends on the one before it.

What people call a start-up kit is simply these steps handled together rather than one at a time. Grouped, they prevent the familiar omissions: a company incorporated but never organized, shares never issued, an empty minute book, a GST and QST registration done late or never done at all.

None of this shows in the first year. It shows when a bank asks for the minute book, when a buyer asks for the share register, or when tax has to be remitted on sales that were never charged it. Fixing all of this after the fact costs more, and takes longer, than doing it at the outset.

This page is for a founder already established in Quebec. If you are arriving from abroad and your project falls under the Quebec Entrepreneur Program, the immigration side is handled separately: see starting a business under business immigration.

Two co-owners in front of their newly opened business

What we do

Everything that has to be
in place to start.

Choosing the regime, provincial or federal

Quebec law or Canadian law. 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 has to register there anyway. The choice is made before filing, not after. See also our page on incorporation and structuring.

The name: availability and compliance

We check that the name is available, that it will not be confused with a name already in use, and that it complies with the Charter of the French Language, which governs the language of business names in Quebec. This is the step that most often sinks a filing prepared alone, and the one that delays everything else when it is taken out of order.

Incorporation and registration

Articles of incorporation, share capital, the Quebec enterprise number and the initial declaration with the Registraire des entreprises. A federal company must also register in Quebec in order to operate there, which adds a set of obligations to maintain every year.

The minute book, built from day one

Constituting resolutions, by-laws, appointment of directors and officers, share issuance, certificates and registers. This is what makes the company effective against third parties. Done at start-up it is a formality; rebuilt later it is a retroactive exercise. See our page on the minute book.

GST and QST registration

Registration for GST and QST is handled with the rest of the start-up file when the activity calls for it. Registering late can leave you having to remit tax you never charged your customers. The right moment is confirmed with your accountant.

A shareholder agreement, where there is more than one founder

As soon as there is more than one founder, the shareholder agreement is signed at start-up, not at the first disagreement. A partner leaving, a deadlock, a buyout of shares, an investor coming in: these questions are settled better while no one yet has an interest in settling them one way.

Frequently asked questions

What we are asked most.

Should I start out provincially 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. For a business that will serve a Quebec clientele first, the provincial regime is usually enough.

Can a business name be refused?

Yes. A name already in use, or too close to an existing one, can be set aside, and in Quebec the name must comply with the Charter of the French Language, which governs the language of business names. The search is done before filing. A refusal means starting the step over and delays everything that depends on it, beginning with the bank account and invoicing.

Can the minute book wait?

It can wait, but it always ends up being asked for: by a bank, by a buyer, by your accountant. Built at start-up, it is assembled with the documents at hand and the decisions still fresh. Rebuilt years later, you have to track down what was decided and formalize it retroactively, which costs more and convinces less.

Should I register for GST and QST right away?

It depends on the activity and the expected volume. Many businesses benefit from registering at the outset, notably to recover the tax paid on their start-up purchases. Others gain nothing until they have customers. The right moment is confirmed with your accountant; the registration itself is handled with the rest of the file.

What has to be reported during the first year?

The changes that affect the company’s public information: address, directors, shareholders, declared activities, name. These are the first corporate changes of the year, and they are frequent in a business that is starting out. If they are not filed, what the register says about your company stops matching reality, and the gap shows up at the worst moment. See our page on corporate changes.

Three readings before you start: partnership, corporation or self-employment, comparing the legal forms, GST and QST registration at start-up, and the shareholder agreement if you are starting with partners.