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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:
Business Corporations Act, RSQ, c S-31.1
Starting from $ 691.27

Federal incorporation:
Canada Business Corporations Act, RSC, 1985 c C-44
Starting from $ 891.27

Delay and government fees

Incorporation is available under regular service ($ 336) or priority service ($ 501.50)

Incorporation is delivered within 48 hours ($ 200 – online deposit)

Corporate name

A French version of the name is mandatory

A name search is required

The corporate name can be numerical

A French version of the name will be required for the registration in Quebec

A name search is required

The corporate name can be numerical

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

Extra fees are to be expected ($ 336)

Annual maintenance

A declaration must be filed annually ($ 87)

Most corporations pay the annual fee within the income tax report

An annual return must be filed either electronically ($ 20) or in paper format ($ 40)

An annual declaration must be filed for a company registered in Quebec ($ 88)

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

Amendments available in regular service ($ 171) or in priority service ($ 256.50)

The law requires a special resolution of shareholders

Amendments available in regular service ($ 200)

Amalgamation

Amalgamation available in regular service ($ 336) or in priority service ($ 501.50)

Amalgamating corporations must have filed their annual declarations

Amalgamation available in regular service ($ 200)

Amalgamating corporations must have filed their annual declarations

Continuance

A company can continue under a different jurisdiction: regular service ($ 220) or priority service ($ 330)

The company must have filed its annual declarations

There will also be government fees to pay under the new jurisdiction

A company can continue under a different jurisdiction: regular service ($ 200)

The company must have filed its annual declarations

There will also be government fees to pay under the new jurisdiction

Dissolution

There is a procedure to follow (many documents are required)

The company must have filed its annual declarations

There is a procedure to follow (many documents are required)

The company must have filed its annual declarations

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)

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