Constitute a Québec Business Corporation
A business corporation (also called "corporation" or "legal person") is a separate legal entity and, accordingly, has its own specific rights and obligations.
The purpose of a business corporation is to operate an enterprise in order to generate profits that will be distributed, if applicable, among its shareholders.
A business corporation:
- has an existence separate from that of its shareholders;
- owns property in its own name;
- acquires rights and assumes obligations and liabilities;
- signs contracts through its directors;
- may sue or be sued in the same way as a natural person.
How to constitute a Québec business corporation
To constitute a Québec business corporation, the Registraire des entreprises offers you two online services:
If your corporation already exists elsewhere outside Québec and you wish to register it in Québec, you must use the Produire la déclaration d'immatriculation d'une personne morale online service.
- Once the articles of constitution are published in the enterprise register, the only way to cancel the business corporation is to obtain a court judgment. Consequently, it is very important that you are certain that it is indeed a business corporation that you wish to constitute.
Name of a business corporation
- apply for a designating number (numbered corporation) in lieu of a name. The designating number that the Registraire des entreprises will assign to you will consist of a number and the word Québec, followed by “inc.”, or;
- propose a name for the corporation.
If you propose a name, you must make sure that the name you have chosen is compliant with laws and regulations. For more information, see Definition and Rules Applicable to the Name of an Enterprise.
You must also verify whether the name you have chosen is not already used by another enterprise in Québec. You may use the Find an Enterprise online service (free of charge) to search for and verify a name.
If you believe that the name you have chosen is compliant with laws and regulations and that the name is not used by another enterprise in Québec, you can use the Produire une demande de réservation de nom online service to file a name reservation application with the Registraire des enterprises. Fees are applicable to all name reservation applications. The name is reserved for 90 days. Name reservation is optional.
Fees and terms of payment
For the fees payable for the certificate of constitution of a business corporation (further to its application for constitution), consult form RE-101-T, Tarifs et modalités de paiement (courtesy translation).
Processing your application
If your application is compliant and complete and the required fees have been paid, the Registraire des entreprises will issue a certificate of constitution and assign a date to it. The Registraire constitutes the corporation, registers it and assigns it a Québec Enterprise Number (NEQ). Then, the Registraire deposits the articles of constitution, the accompanying documents and the certificate of constitution in the enterprise register. At that point, your business corporation is constituted.
Legal obligations of business corporations
If you file the articles of constitution with the notice establishing the address of the head office and list of directors, you must file the initial declaration prescribed by the Act respecting the Legal Publicity of Enterprises within 60 days of the registration of the business corporation.
Once registered, the business corporation will have to fulfil annual legal obligations. For more information, see Legal Obligations Stemming from Registration.
Client services of the Registraire des entreprises is provided by Services Québec at its offices in Montréal or Québec, as well as by email or telephone. Contact information is provided on the Contact Us page.
Client Services staff can help you understand, in particular, the process for constituting a business corporation and the application of the rules of law in general. However, they cannot interpret the rules to adapt them to a specific case or respond to a specific situation. For such help, consult a legal adviser.