The protection of a name primarily comes from its use. To have rights to a name, you must register it and use it in the context of your business activities. Merely registering a name, without using it, does not grant you rights or exclusivity over that name.

In Quebec, when submitting an incorporation application with a name, the Quebec Business Registry will check if the name complies with the Charter of the French Language and whether an identical name already exists in the registry. If an identical name exists, it will be rejected. If the name is slightly different but resembles others, the application will be accepted. However, the fact that the Registrar has accepted a name does not protect you from a lawsuit by a competitor. If your name is too similar to another and you engage in related activities, you could be forced to abandon your name. You are responsible for ensuring that your business name is not similar to those of other businesses in Quebec operating in related fields. This highlights the importance of conducting a thorough name search to ensure the name is available. This could save you from many potential issues.

The protection of a name primarily comes from its use. To have rights to a name, you must register it and use it in the context of your business activities. Simply registering a name without using it does not grant you rights or exclusivity over that name.

To incorporate a corporation in Quebec under provincial jurisdiction, the administrators and shareholders do not have to be Canadian residents. However, the corporation must have its headquarters in Quebec. A complete address is necessary: that is to say, a postal box address as “headquarters” will be refused.

The obligation of having a minute book follows from the Loi sur les compagnies and the Loi canadienne sur les sociétés par actions. The latter require that each corporation maintain a minute book containing various documents and information. We may prepare a minute book complete with the first legal organisation assemblies for you.

It will be possible to incorporate your business under provincial jurisdiction if no other person, society or corporation is registered in Quebec under the same name. To determine this, it will be necessary to undergo a name search, which will allow you to confirm whether the name is available. Should you want to incorporate your corporation at the federal level, it will be mandatory to consider all of the corporations registered in Quebec. As to that which concerns the tax numbers, the corporation will have to obtain new numbers seeing as though it will become a distinct legal entity.

If you choose to incorporate a corporation at the federal level and its headquarters are in Quebec, it is correct that you will need to pay government fees for both the federal ($200 for the incorporation) and provincial (you must register your corporation name, and fees of $212 are required) levels. Should you choose to incorporate your corporation at the provincial level, you must simply pay the Quebec incorporation fees ($328). .   *2017 Rates

When you desire incorporating your corporation, you have the choice of doing so under federal or provincial jurisdiction. The decision of choosing a jurisdiction over another is one that is based on a plurality of factors. Indeed, this question is the topic of numerous books, and we do not have the pretention of answering it here in but a few lines—but nevertheless, here are a few indications.

We could elaborate at length on the reasons justifying one jurisdiction or another (i.e., provincial or federal), but let us summarize in asserting that the general guideline to consider when it comes to making this choice is the location of the corporation’s headquarters: essentially, if the headquarters are in Quebec, one should incorporate a provincial corporation. If one already owns federal corporations, it is best to continue with the incorporation of a federal corporation seeing as though you may want to fuse your corporations, for instance. (It is not possible to fuse a Quebec corporation with a federal one.)

Now, the nationality (or residence) of the shareholders matters little; however, that of the administrator does. For a federally incorporated corporation, 25% of the members of the administrative council must be CANADIAN RESIDENTS.

For a provincial corporation, the essential condition is that the corporation have its headquarters in QUEBEC (a postal box will not suffice). Lastly, a provincial corporation may do business everywhere in the world: of course, in the manner of the federal corporation, it will have to conform itself to the laws and regulations that apply in the provinces and states where it will do business.

(Interesting brochure on this topic: Les formes juridiques de l’entreprise au Québec, realized by the Inspecteur général des institutions financières and available via Publications du Québec.)

The Quebec Business Registry website allows you to obtain your Certificate of Incorporation yourself. However, it will not provide legal advice, will not tell you if your application is properly filled out, and you will not receive a minute book.

What to do before incorporating a company?

The Articles of Incorporation include several sections: authorized number of directors, share capital, restrictions on the transfer of shares or securities, and other provisions. There is a high chance that you may not know what these terms mean or what to include in these sections, and that's normal... as a result, your Articles will likely not comply with the current regulations!

You then consult your accountant, who asks for your minute book. You will then need to pay additional fees to have one prepared. To make matters worse, you are told that the Articles of Incorporation are not compliant and need to be corrected! Even more fees! The initial "$337" quickly turns into $1,000 or $1,500!

By entrusting us with your incorporation from the start, you will receive:

-The assurance of having compliant documents supervised by a lawyer specialized in corporate

-A turnkey service, a completed minute book and documents tailored to your needs and those of your business

-Fast service

-Delivery across Quebec: no need to travel!

*2019 rate