Ask us your own questions!
This page is dedicated to answering to your questions. If you have any questions, follow the link below to access the question form. We’ll gladly answer your questions, and if your question is of general interest, we’ll include it in our F.A.Q. page.
Discover the questions of our clients
In Quebec, the Loi sur la publicité légale obliges us to declare (register) every name used for doing business. When addressing the issue of name protection, the first criterion to consider is that of usage; that is to say, the longer a name is used, the vaster the protected associated to it becomes. The simple fact of registering a name (without veritably using it) does not grant protection to the latter.
In this sense, the question as whether registering a name prevents other people from using it has to be answered in the negative. Indeed, in Quebec, the government does not exercise control over business names (not to be confused with CORPORATE NAMES). This means that I may register a name that already exists on the CIDREQ (Centre Informatisé Du Registre des Entreprises du Québec). However, if I wish to incorporate an already existing name, I cannot do so: the government will prevent me from reserving this name. Yet with that said, let us note that the government’s control only applies to IDENTICAL names-were I to modify but a small part of said name, I could obtain it.
Lastly, the best protection for a commercial name is by way of a trademark. To this effect, you may consult a trademark agent, who will be able to inform you more aptly as to this matter.
The degree of protection granted to a name is tied with its usage. The sole registration of a name, without usage, does not ensure exclusivity or rights on said name.
In Quebec, when one submits an incorporation request, the only form of control exercised by the Registre des entreprises (notwithstanding the respect of the Charte de la langue française) applies to identical names; which is to say that if an identical name exists in the Registre des entreprises, the name will be refused. If you incorporate your corporation, you have the assurance that your corporate name will be unique, as the Registraire will refuse to issue a certificate with an identical name. However, if the name differs even slightly, the request will be accepted.
Attention! The fact that the Registraire has accepted a request does not imply that the person having registered the name in question has rights over the latter. It is therefore the responsibility of everyone to make sure that there will be no confusion with the names used by other corporations in Quebec. The criterion to keep in mind is that of “common wisdom”: if a person wishes to contact one of your competitors but rather contacts your corporation instead, this is clearly a case of confusion and problems are to be anticipated. The same scenario applies if a corporation comes to have bad press and your corporation has a very similar name-in effect, you will wish you had chosen a more distinctive corporate name. From which ensues the importance of undergoing the process of a name search completely in order to make sure that no name similar to the one you desire exists in a related field of activity. By doing so, you can avoid quite a bit of trouble.
As to that which concerns the other names used in Quebec, the only control exercised by the Registraire is the respect of the Charte de la langue française. Certain individuals can indeed register as another name to be used in Quebec a name that already exists in the CIDREQ (Centre informatique du registre des entreprises du Québec) registry. Once more, this does not imply that the person having registered this name has any ownership rights over this name.
However, with that being said, the best way of protecting your commercial name is to register a trademark.
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.
My corporation has been registered for a year, but I do not have a minute book. Am I obliged to obtain one?
My corporation is registered, and I already have tax numbers. May I incorporate it today and preserve my current business name and tax numbers?
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.
I reside in the province of Quebec and am informed that there will be amounts for both the provincial and federal levels of government. What is the difference between these two types of incorporation (federal and provincial)? Must I incorporate my corporation with both levels of government? Thank you for your attention.
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 $221 are required) levels. Should you choose to incorporate your corporation at the provincial level, you must simply pay the Quebec incorporation fees ($328).
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.)