How to Incorporate in Quebec: REQ Fees, French Name Rules and Filings

What it costs

Quebec corporations are created under the Business Corporations Act (Loi sur les sociétés par actions), CQLR c. S-31.1, and a corporation formed under it is a société par actions. Two other statutes sit on top: the Act respecting the legal publicity of enterprises, which runs the enterprise register, and the Charter of the French language, which governs your name. Every registered enterprise receives a Quebec enterprise number, the NEQ.

The name reservation is optional, so the minimum government cost is $397.00. Priority treatment is available for an extra fee if the certificate is needed sooner. Every government fee is passed through at cost on its own line. See every fee we charge and the 2026 government fee table.

How long it takes

Our preparation takes three business days from a complete intake form. The Registraire’s own processing time is added after we file, and priority treatment shortens it for an extra fee. A numbered company skips the name step and the Charter review of the name.

Corporate name rules in Quebec

A Quebec corporate name follows the three-part structure used across Canada, then adds a language rule found nowhere else. The distinctive element is the coined word that separates your corporation from every other one on the register. The descriptive element says what the business does, such as construction, conseil or transport. The legal element comes last: if the name does not already contain société par actions or compagnie, it ends in s.a., ltée or inc. Quebec does not recognize Corp. or Limited, which surprises owners bringing a name across from Ontario.

A name is refused if it breaches the Charter of the French language, is obscene, misstates the type of entity, falsely suggests non-profit or government status, or is confusingly similar to a name already used in Quebec. That last test refuses more Quebec names than all the others combined.

The French rule is what sets Quebec apart. A distinctive element in another language must be paired with a French generic or descriptive term. “Coolkids” cannot stand alone, but “Vêtements Coolkids” is accepted, because the word carrying the meaning is French. A corporation may use a version of its name in another language outside Quebec, but inside Quebec the name it uses must be French.

Bill 96 tightened public signage from 1 June 2025. French must be markedly predominant on outdoor signs, and where a French version of a trademark is registered, that version must be shown. This decides whether the name you register is one you can put on a storefront.

A name reservation costs $27.00. It is optional, and most single-owner incorporations file a proposed name straight with the articles instead. Reserving is worth it when you are ordering signage on a fixed timetable. A corporate name gives you no trademark rights. See corporate name rules.

The alternative is a numbered company. The Registraire assigns a number from the next available block, producing a name in the form 9XXX-XXXX Québec inc., so you cannot choose the digits. No reservation is needed and the French name question does not arise. A word name can be adopted later by amending the articles. See numbered company incorporation.

Director and officer requirements

A Quebec corporation needs at least one director. Directors must be natural persons, so a corporation cannot sit on a Quebec board, and minors, persons under tutorship or curatorship and undischarged bankrupts cannot serve.

Quebec imposes no director residency requirement. There is no Canadian-resident quota and no Quebec-resident quota. That is the largest advantage Quebec holds over the federal regime for a founder living abroad, because a federal corporation with fewer than four directors needs one resident Canadian. See director residency requirements.

Directors need not hold shares unless the articles say so. Officers are appointed by the board and the Act prescribes no titles, so one person can be sole director, president and sole shareholder. A non-resident owner therefore needs no resident director and no nominee, only a head office physically located in Quebec.

Registered office and records

The head office (siège) must be permanently located in Quebec at a physical address. The board may move it within the same judicial district by resolution, while a move to a different district needs a special resolution of shareholders.

Corporate records are kept at the head office. Accounting records must be retained for six years after the fiscal year they relate to, and records kept outside Quebec must remain available for inspection in Quebec. See registered office address.

Annual filing requirements

Three registry filings and two tax returns run on separate clocks. Confusing them is the most common Quebec compliance failure.

Read the second row and the last two rows again, because they are not the same filing. The annual updating declaration is a registry filing that keeps your enterprise on the Quebec register, and it carries the annual registration fee. The T2 goes to the Canada Revenue Agency and the CO-17 to Revenu Québec. Because the declaration can be filed together with the CO-17, owners often assume their accountant has handled the registry when nobody has.

Minute book requirements

The corporation must keep at its head office:

• The articles and by-laws, and any unanimous shareholder agreement
• Minutes of meetings and resolutions of shareholders
• The names and addresses of directors, with the start and end date of each term
• A securities register listing present and past shareholders, the shares held by each, and every issue and transfer
• Accounting records, retained six years, and the minutes and resolutions of the board

Quebec adds a requirement most provinces do not. Since 31 March 2023 every registered enterprise must declare its ultimate beneficiaries (bénéficiaires ultimes) to the Registraire: anyone holding 25 percent or more of the votes or the value of the shares, and anyone with control in fact.

A bank asks for far less: the certificate of constitution, the articles, the by-law authorizing signing officers, and the securities register. A buyer asks for all of it plus every resolution since constitution, which is where a neglected minute book costs money. See minute book requirements.

Should you incorporate in Quebec or federally

Start with the paperwork, because for Quebec it is unusually clear. A federal corporation carrying on business in Quebec must still register with the Registraire and file the Quebec annual updating declaration every year, on top of its federal annual return. Federal adds a registry; it does not remove the Quebec one.

Director residency points the same way for a founder living abroad. Quebec has no residency requirement, while a federal corporation with three directors needs one resident Canadian. And federal incorporation does not exempt you from the Charter of the French language, because the Charter and the Bill 96 signage rules apply to anyone carrying on business in Quebec.

Our plain guidance: incorporate in Quebec if your customers, premises and directors are in the province, because there is one register to keep current instead of two. Incorporate federally if the name is the asset and you need it protected in every province, or if Quebec is one market of several.

What a CPA checks before you incorporate in Quebec

Quebec runs two corporate tax returns and two sales taxes, so the planning starts with the calendar. Your fiscal year end sets both the federal T2 and the Quebec CO-17, and the annual updating declaration can ride along with the CO-17. Missing two consecutive declarations lets the Registraire strike the corporation.

Revenu Québec administers both the GST and the Quebec sales tax, so one process covers two registrations. Registration becomes mandatory once taxable supplies pass $30,000 over four consecutive calendar quarters, and registering earlier recovers tax paid on start-up spending.

Ultimate beneficiaries are the filing most owners have never heard of. We settle who crosses the 25 percent threshold before the declaration goes in, because a wrong answer sits on the register.

Share classes are drafted for the family you expect on the register: voting common, non-voting common and preferred cost nothing extra now and a great deal later. Dividends to a spouse, parent or adult child are tested under section 120.4 of the Income Tax Act, and we close on salary against dividends and whether the $500,000 small business limit is shared.

En bref : constituer une société par actions au Québec

Nous préparons et déposons vos statuts de constitution auprès du Registraire des entreprises du Québec pour 35,00 $, TVH incluse. Les droits gouvernementaux sont facturés séparément, au coût réel. Open Corporation for $35 is a department of Gondaliya CPA.

Le certificat de constitution coûte 397,00 $ en traitement régulier. La réservation de nom est facultative et coûte 27,00 $. La déclaration initiale est gratuite si elle est déposée dans les 60 jours. Notre préparation prend trois jours ouvrables.

La Loi sur les sociétés par actions n’impose aucune exigence de résidence aux administrateurs, et le siège doit se trouver en permanence au Québec. Le nom doit respecter la Charte de la langue française. Un comptable professionnel agré révise votre structure d’actions avant tout dépôt.