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 obligation applies if the foreign corporation decides to purchase real estate located within the province.

Under the Act respecting the legal publicity of enterprises, any company carrying on an activity in Québec, which includes the operation of a business, is required to register. The Act further clarifies this notion, stipulating that a corporation who has an address in Québec or, either directly or through a representative, 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.

As you can see from the above definitions, the threshold is fairly low and most businesses active in Québec will be subject to this registration obligation. They will need to do so quickly as the registration declaration, along with the applicable fee, must be filed with the registrar no later than 60 days after the date on which registration becomes compulsory. If you have already passed this deadline, no worries, you may still file the paperwork at the Registrar.

Many foreign corporations, although they carry on business in Québec, do not have an actual address in the province. As mentioned above, they still need to register and provide a valid address (P.O. box is not sufficient). In such cases, these corporations will need to designate an attorney residing in Québec and make sure this designation is reflected in the registration declaration.

We offer such services and would be more than happy to discuss this with you and answer any questions you may have regarding your commercial activities in La Belle Province.

Any questions or ideas for our next article? Please contact us at the 514-856-5601 or at sam@malekavocat.com.

Doing business in Quebec? You need to register.

Foreign corporations, active business in Quebec, no address, and registration obligations: what you need to know.

Sam Tardif Malek

Malek Laflamme l.l.c.