When discussing Quebec incorporation, I am assuming that you are creating and registering a for-profit corporation; the process for creating and registering a non-profit corporation in Quebec is different.
For Quebec incorporation, your first decision is whether to create a corporation with a name or to opt for a numbered corporation. The fees are the same, but the Quebec incorporation procedure for creating a numbered corporation is simpler.
To create and register a numbered company in Quebec, all you have to do is fill out and submit the Articles of Constitution and the Notice Establishing the Address of the Head Office/List of Directors, along with the required fee, to the Registraire des entreprises.
No Name Research Report is required, as the Registraire des entreprises will assign your new corporation a number that it will use as a legal name. It will also register your company by filing the appropriate documents and a certificate of incorporation in the enterprise register. The company will be sent a copy of the articles and certificate.
To create and register a named corporation in Quebec, you must first prove that your new company name is not being used by any other company in Quebec, as your new company must be incorporated with a unique name. To do this, you must have a name search done and attach the Name Research Report to your Articles of Constitution when you submit them.
The Registraire des entreprises Quebec offers several different ways to get a Name Research Report done for Quebec incorporation. If you like, you can do your own Name Research Report free online. Or you can Request a Name Search Report or Reservation online and the Registraire des entreprises will do it for you. (Currently, the regular fee for a Name Research Report is $37.00; the priority fee is $55.50.) Or you can fill out the Name Search Report Application form online, print it out, and take it or send it to the Registraire des entreprises.
Once you have your Name Research Report, you are ready to fill out the rest of the documents you will need for Quebec incorporation. You will need to submit:
- a copy of the Name Research Report and if applicable, the Name Reservation Application
- the Articles of Constitution form
- the Notice Establishing the Address of the Head Office/List of Directors form.
The Articles of Constitution and the Notice Establishing the Address of the Head Office/List of Directors forms for Quebec incorporation can be filled out online at the Registraire des entreprises Québec website (although you will have to print out the forms and take or mail them to the Registraire des entreprises).
The regular fee for registering a profit-making company in Quebec is $300.00; for a priority fee of $450.00 your application will be expedited.
As is the case with registering a numbered corporation, the Registraire des entreprises Québec will register your company by filing the articles and accompanying documents along with a certificate of incorporation in the Enterprise Register. The company will be sent a copy of the articles and certificate.
In both cases of Quebec incorporation, whether you've registered a numbered or named corporation, you will need to file an Initial Declaration within 60 days following the filing of your articles in the register. (This is free within this time period; if you file an Initial Declaration for your new corporation more than 60 days after the registration date, a $73.00 fee is charged.)
And what if your business is already incorporated outside Quebec and you want to start doing business in Quebec? You need to file a Declaration of Registration (within 60 days of beginning operations in Quebec). The regular fee for registering a profit-making company in Quebec is $212.00; for a priority fee of $318.00 your application will be expedited.
Note that you will also have to file an Annual Declaration and pay an Annual Registration fee to keep your business registration current.
Many Quebec corporations are eligible to file the declaration (information return) and their income tax return together, paying the Annual Registration fee (currently $79.00) to Revenu Québec when filing the income tax return. If this is the case, the coroporation must pay the Annual Registration within two months following the end-date of a registrant's fiscal period fee or interest will be charged.
Steps After Quebec Incorporation
So now you've completed Quebec incorporation. What's next? You don't have to worry about registering for the NEQ (Quebec Enterprise Number), because this 10 digit number is automatically assigned with your business registration in Quebec.
However, most businesses will also have to register with Revenu Quebec (the MRQ), as they will have to deal with GST, QST, make source deductions, and/or file corporate income tax. See Grappling with the GST for more information on who qualifies as a small supplier and GST registration; see the Provincial Sales Tax library for more information on QST. You may also want to visit my Starting a Business FAQ for information on topics such as whether or not you should incorporate your business and why you need a business bank account.
