In short...
Incorporation is the constitution of a business corporation (company) whose name includes one of the followings: inc.,ltd, ltée. It implies the creation of a new legal entity which is independent from its founder.
In Canada, both federal and provincial governments have authority in terms of incorporation of businesses. Incorporation is governed by the Business Corporations Act in Quebec and federally by the Canada Business Corporations Act.
Provincial and federal Acts: which one to choose?
(The amounts indicated are the government fees, they do not include our fees)
Provincial incorporation: |
Federal incorporation: |
|
Delay and government fees |
Incorporation is available under regular service or priority service |
Incorporation is delivered within 48 hours |
Corporate name |
A French version of the name is mandatory |
A French version of the name will be required for the registration in Quebec |
Residence of the directors |
No requirements |
At least 25% of directors must reside in Canada |
Head office |
Must be located within the province of Quebec |
Must be located within a Canadian province or territory |
Registration in Quebec |
Registration is included when incorporating |
The law requires the registration in Quebec for a company doing business* in the province |
Annual maintenance |
A declaration must be filed annually |
An annual return must be filed either electronically or in paper format |
Annual meetings |
No requirements |
No requirements |
Share capital |
An unlimited or limited number with or without par value |
An unlimited or limited number without par value |
Issuance of shares |
At least 1 share must be issued at the time of the incorporation |
No requirements for the issuance of shares at the time of the incorporation |
Payment of shares |
No requirements regarding the full payment of shares at the time of issuance |
The shares must be paid in full at the time of issuance |
Resolutions |
Written resolutions can be drafted instead of having actual meetings |
Written resolutions can be drafted instead of having actual meetings |
Amendment of articles |
The law requires a special resolution of shareholders |
The law requires a special resolution of shareholders |
Amalgamation |
Amalgamation available in regular service or in priority service |
Amalgamation available in regular service |
Continuance |
A company can continue under a different jurisdiction: regular service or priority service |
A company can continue under a different jurisdiction: regular service |
Dissolution |
There is a procedure to follow (many documents are required) |
There is a procedure to follow (many documents are required) |
Revival |
It is always possible to revive a company that has dissolved |
It is always possible to revive a company that has dissolved |
* “[...] a person or partnership who has an address in Québec or, either directly or through a representative acting under a general mandate, has an establishment, a post office box or the use of a telephone line in Québec or performs any act for profit in Québec is presumed to be carrying on an activity or operating an enterprise in Québec.” (section 25 of the ARLP)
For more information or to benefit from our services, contact us now at 514 908-1489.
Online incorporation
This offer includes :
- meeting with client (if necessary)
- drafting and filing of the documents pertaining to the incorporation for a provincial company
- description of a standard share capital with 9 classes, restrictions on share transfers and other arrangements (in conformity with Regulation 45-106 respecting prospectus and registration exceptions)
- drafting of the organizational documents
- by-laws
- election of directors
- nomination of officers
- issuance of shares
- drafting of ledgers
- online book
- registration or initial declaration with the Québec Enterprise registrar
Other services
- name search
- federal incorporation
- Minute Book
- obtainment of business tax numbers (according to your needs)
- Income Tax numbers
- GST
- QST
- Payroll Deductions
- import/export numbers
- registration in Ontario (if required)
Incorporation for professionals
Incorporation for health professional - special offer
