Incorporate a business corporation

A business corporation is an entity that has, subject to the conditions stipulated by law, a juridical personality and possesses specific rights and obligations. The liability of the shareholders is limited to their investment.

A business corporation:

• exists separately from its shareholders;
• owns property in its own name;
• acquires rights and assumes obligations and liabilities;
• signs contracts and agreements;
• may institute legal proceedings or have proceedings brought against it in the same way as a natural person;
• is administered, subject to a unanimous shareholder agreement, by a board of directors elected by the shareholders.

The board of directors may create executive officer positions, appoint directors or other persons and specify their duties, e.g. secretary, treasurer, chairman, and so on. The executive officers are responsible for the operation of the business corporation.

Note

Staff in the two Services Québec offices that offer services related to the enterprise register can help you to better understand the registration process that applies to your enterprise and the general rules governing the administration of the Act respecting the legal publicity of enterprises and the Business Corporations Act.

However, they cannot interpret these rules to adapt them to a specific case or respond to a specific situation. In this instance, it is preferable to consult a legal advisor in private practice.

References

Once your business corporation is registered, you will have legal obligations to fulfil pursuant to the Act respecting the legal publicity of enterprises.

If you decide to incorporate your business corporation under a single name, you must ascertain whether the name chosen is used by another enterprise in Québec and confirm it by checking the appropriate box on the form. You can also file online a name reservation application. It should be noted that fees apply.

The enterprise registrar will send you a confirmation of the name reservation, to be appended to your articles of incorporation.

If you have not chosen a name for your business corporation at the time of its incorporation, the enterprise registrar will assign to you a numbered company to be used as a name.

The enterprise registrar offers two simple online services to request the incorporation of a business corporation.

You can incorporate the business corporation using the articles of incorporation with:

• an initial declaration; or
• the notice establishing the head office and the list of directors.

If you decide to apply for the incorporation of a business corporation by means of a notice establishing the head office and the list of directors, you may file free of charge an initial declaration within 60 days of the incorporation.

The enterprise registrar will register the business corporation by filing the articles of incorporation and the appended documents and a certificate of incorporation in the enterprise register.

To determine the fees applicable to an application to incorporate a business corporation, please consult the fee schedule.