The Government of Quebec is implementing new measures and enhancing the information available at the Registraire des entreprises du Québec (REQ). The aim is to improve corporate transparency, strengthen public protection and prevent/fight tax evasion. These new measures will come into effect on March 31, 2023 and, with a few rare exceptions, all Quebec businesses will have to comply with them. Here’s what its about. Submit information to REQ regarding ultimate beneficiaries You must now master this new notion of “ultimate beneficiary”. In Quebec, an ultimate beneficiary is, most commonly, a pe ..read more

As is the case with other government agencies during this sanitary crisis, the current context also affects your business’ obligations towards the Registraire des entreprises of Québec. You will find below the REQ’s latest relief measures dealing with the deadline by which enterprises must pay the annual registration fee: In response to the COVID-19 pandemic, the Registraire des entreprises has adopted a relief measure extending the deadline by which enterprises must pay the annual registration fee for the current year. This measure extends the deadline for paying the annual fee to Septe ..read more

Apparently, the age-old tradition of shaking hands stems from a ritual that allowed both individuals the opportunity to make sure the other one did not conceal a weapon. Throughout the years, this ritual has evolved to signify many things, one of which continues to be the conclusion of a verbal contract. Many clients have asked me if such an agreement is valid or, in other words, is it legally binding under Québec law? The short answer is yes, but as always, the devil is in the details. As a general rule, a verbal contract is just as valid as written contact. However, the Civil Code of Quebec ..read more

Investment notification under the Investment Canada Act If you are not a Canadian citizen and you are planning on doing business in Canada, you will need to fulfill several legal requirements (we have already addressed the obligation to register your business). Less known is the obligation to notify the Canadian authorities each and every time you start a new business activity in Canada and each time you acquire control of an existing Canadian business. The purposes of the Investment Canada Act are “to provide for the review of significant investments in Canada by non ..read more

Tax season is in full swing and your accountants are working overtime trying to complete your corporation’s financial statements. Although most entrepreneurs already know that their businesses must prepare these financial statements on a yearly basis, very few know that the Law (whether it be at the Quebec or at the federal level) requires that such statements be audited. So, what does this entail and how exactly can you reduce your fees? First, note that there are basically three types of financial statements: 1- Compilation or Notice to Reader Statement 2- Review Engagement; and 3 ..read more

Instead of launching a new business from scratch, many entrepreneurs prefer buying one already in existence. Whether it be purchasing a corporation’s shares or buying the bulk of its assets, it is essential that such an important investment be preceded by a thorough review of the target business. In other words, just as you wouldn’t buy a used car without looking under the hood first, you shouldn’t buy a business without carrying out proper due diligence. The idea is to gather as much information as possible on the target business’ operations and finances to allow the purchaser to make an ..read more

As is the case every year, we remind you not to forget the filing of your annual declaration with the Registraire des enterprises du Québec. As such, you will find below an excerpt from a notice we have recently received from the Registrar as an accredited intermediary: If the legal form of your enterprise is listed below and you have not filed your annual updating declaration with your income tax return, you have until November 15, 2018, to file your declaration and pay your annual registration fee. If you file your declaration and pay the required fee after that date, you will be ..read more

If you represent a foreign corporation (i.e. a company constituted outside the province of Québec, Canada) and plan on doing business in Québec, you will surely enjoy everything Québec has to offer: culture, cuisine, the French language, outdoor sports/activities, festivals, an amazing landscape and great hospitality are just a few of the perks surrounding our vibrant economy. You will also notice that our bureaucracy is just as vibrant! As such, you should know that your corporation will be legally required to register itself at the Québec Enterprise Registrar. The same registration obli ..read more

Corporate book, minute book, company book, whatever you want to call it, for many corporations this (in)famous book is quietly gathering dust on a shelf. In a previous post, we discussed the importance of keeping the corporate book up to date. But what should entrepreneurs do should they unfortunately lose their minute book? As it is often moved around from one place to the other (the company’s head office, the accountant’s office, the bank’s local branch, the lawyer’s office or at the various shareholders’ residences) such a scenario occurs far too often. As you might expect, unless you have ..read more

Incorporation pitfalls are avoidable, here is an innovative way to help your startup and secure the right shareholders’ agreement. Our “Business – Startup and Shareholders Agreement” package bundles the following services: Filing of articles of incorporation (including annexes) Detailed share-capital Registration at the REQ Corporate by-laws Organizational directors’ resolutions (custom-made) Organizational shareholders’ resolutions (custom-made) Shareholders’ offers to subscribe (custom-made) Share certificates (custom-made) Directors ledger (custom-made) Shareholders ledger ..read more