Annual Corporate Update

Ensure your corporation remains legally compliant and that your corporate records are properly maintained year after year.

Includes
Annual return filing (Quebec Enterprise Registrar or Corporations Canada)
Update of corporate information (directors, address, shareholdings – if applicable)
Standard annual resolutions
Digital minute book update
Documents ready for electronic signature
Client support throughout the process

Additional information

Mandatory annual filing
  • All corporations must file an annual return to remain compliant and active.
  • Failure to do so may result in penalties or dissolution.
Minute book and resolutions: separate from accounting

Accountants typically intervene during corporate tax filings (e.g. T2).

However, corporate compliance is a separate legal obligation.

The minute book must be kept up to date and include, among other things:

  • Annual resolutions
  • Dividend resolutions (when applicable)
  • Confirmation of directors and shareholders
Formal corporate decisions
  • These documents must be properly prepared, signed, and retained, regardless of tax filings.
Digital minute book update
  • Your corporate documents are centralized in a secure digital minute book, ready for electronic signature and compliant with legal requirements.

Professional validation

Documents are prepared according to established legal standards and reviewed before delivery.

Human support

Our team supports you throughout the process and provides guidance when decisions need to be made, without unnecessary complexity.

Incorporate your business

Create your company in Quebec or federally with a solid legal structure from day one.

Maintain your compliance

Ensure your company’s annual filing and keep your corporate records up to date.

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A clear, step-by-step process

Your simplified journey

A guided process, from information gathering to final document delivery.

Structured legal services

Each step is designed to ensure compliance and legal consistency.

Smart customization

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Professional review

Each file is reviewed before delivery to ensure a reliable outcome.

Annual update

Our guides and content - Annual update

Clear resources for understanding the legal issues involved in starting a business.

The Complete Guide to the Annual Update in Quebec

Everything you need to know about annual and ongoing updates with the Québec Enterprise Register. Obligations, deadlines, penalties, and the Lexstart process.

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FAQ

Answers to your frequently asked questions.

What is the annual update in Quebec?

The annual update is a mandatory filing submitted each year to the Quebec enterprise registrar (REQ). It confirms or updates the corporation's public information, including its head office address, directors, and certain declarative details. Even if no changes or revenue occurred, the corporation must confirm its information to remain active and compliant.

What is a current update and when must it be filed?

A current update must be filed when changes occur during the year, such as a change of address, director, or business activity. It must be submitted within the legal timeframe to ensure public records remain accurate. Failure to report changes may expose the corporation to penalties.

What is the difference between an annual update and a current update?

The annual update is the mandatory yearly confirmation of corporate information. A current update must be filed whenever a change occurs during the year, such as a change of address, director, or business activity. Both filings ensure that the public record remains accurate with the REQ.

Is the annual update mandatory for all corporations?

Yes. Any corporation registered in Quebec, whether provincially incorporated or federally incorporated but operating in Quebec, must file its annual update. This obligation applies even if the corporation is inactive. Failure to comply may result in administrative penalties and eventual cancellation.

Is the annual update required even if my corporation is inactive?

Yes. As long as the corporation has not been formally dissolved, it must file its annual update, even if it generated no revenue or conducted no business. The obligation relates to maintaining registration and legal compliance.

When must the annual update be filed in Quebec?

The annual update must be filed each year during the period determined by the REQ, generally tied to the corporation's anniversary date or fiscal year end. Meeting this deadline is essential to avoid additional fees or a non-compliant status in the registry.

Is the information filed with the REQ public?

Yes. A significant portion of the information filed with the Quebec enterprise registrar is publicly accessible, including the head office address and the names of directors. It is important to keep this information accurate and up to date.

Do I need to declare ultimate beneficiaries in the annual update?

Corporate transparency rules require, where applicable, the disclosure of ultimate beneficiaries, meaning individuals who exercise significant control over the corporation. This requirement aims to increase transparency of corporate structures in Quebec.

I changed my address and director this year. Does the annual update cover these changes?

Yes. The annual update is the opportunity to declare all changes that occurred: head office address, board composition, activities, ultimate beneficiaries. If a change occurred during the year and was not yet declared, a current update should normally have been filed within 30 days of the change.

What concretely happens if I do not file my annual update?

The corporation first accumulates late fees. Its status in the public registry becomes non-compliant, which can affect credibility with banks, partners and investors. If the default persists, the REQ may administratively cancel the corporation. It then loses its active legal status and can no longer legally operate under that name until reinstated.

Are there penalties for late annual update filings?

Yes. Late filing may trigger additional fees imposed by the REQ. Beyond financial penalties, the corporation's status may appear as non-compliant in the public registry, potentially affecting credibility with banks, business partners, and investors.

What is administrative cancellation in Quebec?

Administrative cancellation occurs when a corporation fails to meet its filing obligations, including the annual update. The REQ may cancel the corporation's registration, meaning it loses its active status and can no longer legally operate under that registration.

How can I reactivate a cancelled corporation in Quebec?

Reactivation generally requires filing outstanding declarations, paying applicable fees and submitting a formal reinstatement request to the REQ. The faster the intervention, the simpler the process and the lower the legal and banking impact.

My annual update is two years late. Can it still be corrected?

Yes, it is generally possible to regularize. The sooner you act, the simpler it is. If the corporation has not yet been cancelled, you can file missing declarations and pay applicable fees to restore compliant status. If already cancelled, a reinstatement procedure is required. The Lexstart team can assess your situation and guide you.

Why is it important to maintain compliant status with the REQ?

Compliant status confirms that the corporation fulfills its legal obligations. It strengthens credibility with financial institutions, suppliers and partners. Annual compliance is part of sound corporate governance and protects the company's legal continuity.

What is the difference between an annual update and an amendment to the articles?

An annual update confirms or updates information filed in the public registry (directors, address, ultimate beneficiaries, etc.). An amendment to the articles modifies fundamental elements of the corporation, such as its name, share structure, or business restrictions. It is a distinct and more structural legal process that requires the assistance of Barricad Avocats.

Does the annual update include amendments to the articles?

No. The annual update confirms or updates information filed in the public registry. Any change to the corporation's articles, such as a name change or share structure modification, requires a separate formal amendment process handled by Barricad Avocats.

Can I change my share structure through an annual update?

No. The share structure is part of the corporation's articles. Any change to the authorized share capital requires a formal amendment filing with the appropriate authority. Barricad Avocats assists corporations with this type of procedure.

When must a corporation amend its articles?

An amendment to the articles is required when changes affect the corporation's foundational elements: name change, modification of share structure, addition or removal of share classes, amalgamation, or continuation. These changes cannot be made through a simple annual update and require the intervention of Barricad Avocats.

Is an amendment to the articles more complex than an annual update?

Yes. Amending the articles involves formal shareholder or director resolutions, legal analysis of the current structure, and a specific filing with the registry. It directly affects the corporation's legal structure. Barricad Avocats handles these procedures to ensure full compliance.

My accountant says they handle my REQ annual update. Is that accurate?

Some accountants include the REQ update in their services, but it is not universal. The T2 corporate tax return and the REQ annual update are two distinct obligations: one does not include the other. It is important to clarify exactly what your accountant covers. If the REQ is not covered, Lexstart can handle it.

Does the annual REQ update replace minute book updates?

No. The annual REQ update concerns the corporation's public information. The minute book is a separate internal record. Even if information aligns, official resolutions must still be documented in the minute book to ensure legal validity.

Does my accountant update my minute book when filing the T2?

No. Your accountant files the corporate income tax return (T2) and may update certain registry information, but they generally do not update the minute book. Corporate resolutions, share issuances, and transfers must be documented separately. The minute book is a distinct corporate responsibility.

What is a minute book and is it mandatory?

The minute book is the corporation's official internal record. It contains the articles, resolutions of directors and shareholders, share certificates, and mandatory registers. In Quebec and federally, it is legally required. Although many entrepreneurs overlook it, failing to maintain one can create significant legal and tax issues.

What should an up-to-date minute book contain?

An up-to-date minute book includes the articles of incorporation, all amendments, annual resolutions of directors and shareholders, share registers, issued certificates, and ultimate beneficiary declarations. It must accurately reflect the corporation's current legal situation.

How often should I update my minute book?

The minute book must be updated whenever a formal corporate decision is made: appointment of directors, share issuance, structural changes, or annual resolutions. It is not just an annual formality but an ongoing legal obligation.

What are the risks of a non-compliant minute book?

An incomplete minute book can create problems during a tax audit, business sale, banking review, or shareholder dispute. It may also weaken limited liability protection if corporate governance requirements are not respected.

Why is the minute book important for banks or investors?

Banks and investors frequently request the minute book to verify share structure, resolutions authorizing bank accounts or financing, and the validity of directors. An incomplete minute book can delay funding or corporate transactions.

Why is maintaining a shareholders' register essential?

The shareholders' register officially records share ownership, issuances, and transfers. It serves as critical legal evidence during audits. Proper maintenance of this register is a fundamental corporate obligation.

Do I need to update my minute book after amending the articles?

Yes. Any amendment to the articles must be reflected in the minute book, including resolutions and supporting documents. The minute book must always match the corporation's current legal reality. Barricad Avocats can assist with this update as part of a restructuring process.

Does Lexstart update the minute book as part of the annual update?

The annual update primarily concerns filing with the REQ. The minute book is a separate internal corporate record. Depending on the company's situation, additional internal updates may be required. Barricad Avocats can assist with this process to ensure full compliance.

Does Lexstart offer minute book update services?

Lexstart provides incorporation and annual REQ compliance solutions. For detailed and structured minute book updates, particularly in complex situations, specialized legal assistance through Barricad Avocats is recommended to ensure full compliance.

What does the Lexstart annual update subscription include?

The annual update subscription covers preparation and filing of your REQ update, associated provincial and federal corporate filings, and simple annual resolutions. Each year, the team contacts you to validate information, integrates necessary changes, and files within required deadlines. It is a way to never miss this obligation without having to think about it.

Does Lexstart only file with the REQ or also handle internal corporate compliance?

Lexstart handles provincial and federal corporate filings, the annual REQ update, and simple annual resolutions. For more complex internal compliance matters, such as share restructuring or in-depth minute book updates, Barricad Avocats takes over depending on the situation.

Why use Lexstart instead of filing the annual update myself?

Filing the annual update independently is possible, but errors in declared information may create inconsistencies in the public registry. Using a structured service helps validate data, integrate necessary changes, and reduce compliance risks.

Does Lexstart offer article amendment services?

Lexstart primarily focuses on incorporations and annual updates. Complex amendments to the articles, such as share restructuring or major corporate transactions, require specialized legal assistance through Barricad Avocats.

What happens if my corporation is already non-compliant with the REQ?

If the corporation has failed to file required updates, the situation can generally be regularized by submitting missing filings and paying applicable fees. The sooner corrective action is taken, the easier it is to restore compliant status and avoid administrative striking off.

How long does an annual update take with Lexstart?

Processing time depends on the complexity of the file and REQ timelines. Once the required information is confirmed, the filing is completed within applicable deadlines to maintain compliant corporate status.

What information do I need to provide for the annual update?

You must confirm the head office address, board composition, ultimate beneficiaries, and any changes that occurred during the year. Proper validation ensures accurate information is filed with the registry.

Can Lexstart manage annual updates for multiple corporations?

Yes. Multiple entities can be coordinated to ensure structured and centralized tracking of annual obligations. This is particularly relevant for entrepreneurs who own more than one corporation.

What are the annual costs of maintaining a corporation?

An incorporated company must file an annual update with the REQ or maintain its federal good standing. It must also file a corporate tax return, even if no revenue was generated. Bookkeeping and accounting compliance are additional predictable costs. These expenses are part of the normal management of a properly structured business.

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