In the province of Quebec and in Canada, certain companies must register with “Canada Corporation” or the “Registraire des entreprises du Québec” (REQ) as soon as they are created. Today, you’ll learn which companies must to have a registration and legal publicity.
We will see below which companies have to register, and with which authority(ies).
The purpose of registration is to give the company an official identity. For example, the registration of a business could be compared to the act of getting a passport for an individual. If you choose to incorporate a company, registration will be your first step in order to bring your business to life.
Where do I have to register ?
Depending on the law under which you are incorporated, you will have to produce registration declarations at several levels
FOR COMPANIES INCORPORATED IN QUEBEC (PROVINCIAL)
For companies incorporated in Quebec and having produced their articles of incorporation, registration with the REQ is done automatically when the initial declaration is filed. The initial declaration is made after the request for the articles of incorporation and provides the REQ with information on the directors, shareholders and other aspects of the company.
FOR COMPANIES INCORPORATED IN CANADA (FEDERAL)
Corporations Canada does not have a registration system similar to that of the Province of Quebec. If a corporation is federally incorporated, it will automatically be registered in the federal registries but the company will still have to register in the provinces where it does business.
Therefore, federal companies doing business or having their head office in Quebec will have to file a declaration of registration with the REQ.
Once the registration is completed, it will be possible to find certain public information concerning the company, its directors and its main shareholders on the Corporations Canada or the Registraire des entreprises (Québec) website. This is called “legal publicity”.
What is legal publicity in Quebec ?
The obligation for companies to register includes, among other things, the obligation to comply with legal publicity formalities. Legal publicity enables the gathering in a single register, open to the public, of information relating to businesses incorporated in Quebec or in Canada. The objective of this publicity is to inform the public. The accessibility of this information makes it easier for the public to exercise its rights against an enterprise.
Each year, companies must pay the annual registration fees and produce an annual update declaration of the information contained in the register. The annual update of the information posted on the register is free, although there is a charge for the annual registration fee. This annual update allows businesses to confirm that the information recorded in the REQ is up to date, or to correct information that is not up to date. For federal businesses, an annual report must also be filed with Corporations Canada. In the event of a failure to file the annual update on time, fees will also apply.
If a company neglects to produce two consecutive annual updates, the REQ could automatically deregister the company. In the event that certain information posted to the REQ or Corporations Canada is out of date, the company will be required to update this information within the deadlines set by each register.
Which entities must comply ?
All registrants must comply with legal publicity requirements.
Registration is mandatory for the following persons and companies:
- Natural persons who operate a sole proprietorship under a name other than their own name (surname + first name) ;
- Natural persons who operate a tobacco retail outlet or a tanning salon, whether or not the name of the business contains their own name ;
- General and limited partnerships incorporated in Quebec ;
- Partnerships not constituted in Québec if they carry on an activity in Québec, which includes the operation of an enterprise, or possess an immovable real right, other than a prior claim or hypothec, in Québec
- Legal persons established for a private interest and constituted in Québec (including provincial corporations);
- Legal persons incorporated outside Quebec, but carrying on business or holding rights in real property in Quebec, other than a hypothec or prior claims (including certain federal or foreign corporations);
- Legal persons resulting from a merger ;
- Mixed enterprise companies established under the Act respecting mixed enterprise companies in the municipal sector ;
- Tusts operating a commercial enterprise in Québec, other than a trust administered by a registered registrant;
- a union of persons reciprocally bound by insurance contracts to which the laws of Québec apply.
All persons not carrying on one of the above activities are not concerned by the registration of their business in Quebec.
What information is made public ?
Since the purpose of legal publicity is to inform the public, there are certain limits to the information that is posted on government registries.
The information that will be posted at the Registraire des Entreprises du Québec is the following:
- The company’s NEQ
- The legal name of the company, its corporate name
- The address of the company’s registered office and the address of its elected domicile, if any
- The date on which the company was incorporated and the date on which it was registered with the REQ
- The law under which the company was incorporated
- Production dates for annual updates
- Bankruptcy of the company, if applicable
- Mergers, demergers, continuations or other transformations of the company
- Liquidation or dissolution of the company
- The names and addresses of the three main shareholders of the company, i.e. those who own the most controlling shares in the company. If one of the shareholders controls more than 50% of the company, it will be indicated as the majority shareholder;
- The existence, or not, of a unanimous shareholder agreement;
- The names and addresses of the directors, with an indication of their functions;
- The names and addresses of officers who are not directors, as well as their functions;
- The nature of the two main activities of the company, if any, and the code of economic activity corresponding to each of these activities (established by a regulation of the Minister of Revenue);
- The number of employees who work there in Quebec ;
- The names and addresses of the company’s signing officers;
- The address of the establishments owned in Quebec, the name that designates them, the two main activities carried on there, and the code of activities carried on there. These are the physical locations where the corporation usually carries on its business, whether as tenant or owner of the premises;
- All other names (in french or any other languages) that the corporation uses in Quebec in carrying on its business; and
- A history of all changes made to the company’s file.
For federal corporations doing business in Quebec, the information posted at Corporations Canada is as follows:
- The organization number
- The Business Number (BN) of the company. This is a number assigned by Corporations Canada.
- The legal name of the company, its corporate name
- The law under which the company was incorporated
- The address of the company’s head office
- The names and addresses of the directors
- The company’s anniversary date (the day and month of the company’s incorporation)
- The annual filing period and an indication of its status
- A history of the company’s name
Registration for non-quebec business corporations
Corporations incorporated under federal law are required to also register in Quebec if they do business within the province and have their head office or a physical establishment in Quebec.
The declaration of registration must contain the same information as that required of Quebec corporations in their declaration of registration (mentioned above). In addition to this, the name of the corporation, the address of its head office, the date of its certificate of incorporation and that the corporation was incorporated under federal law must be specified.
The declaration of registration must be signed by a representative of the company and be accompanied by the registration fee. Failure to register on time will result in penalties.
They are subject to registration with the REQ. The information required is the same as for provincial and federal corporations. However, it is necessary to add the name and address of a representative of the foreign company, who is resident in Québec if the company has no domicile or establishment in that province.
Failure to register on time will result in penalties similar to those for a federal corporation.
HOW DO I FILE AN UPDATING DECLARATION ?
AT THE REGISTRAIRE DES ENTREPRISES DU QUÉBEC
There is a standard form to report all updates concerning the company, whether annual or not: the update declaration.
Once a year, the company must submit an updating declaration to the REQ stating whether the information concerning the company is still accurate and, if not, correcting inaccurate information. The company has 6 months after the end of each fiscal year to file such a declaration.
This declaration was coupled with the company’s income tax return with Revenu Québec. If the information is still up to date, simply check a box on the tax return, the information that nothing has changed will then be transmitted to the REQ. If the information is inaccurate, the company shall have to complete an updating declaration, which it will send to REQ within six months of the end of the fiscal year.
If a company, for two consecutive years, has not filed its annual declaration (either by checking the box or by sending an updating declaration), the REQ may delete the company from the register. This automatically results in the dissolution of the corporation if it is a provincial corporation.
If any information in the declaration is incomplete or inaccurate, the company must make the necessary corrections by returning an update declaration to REQ. In addition, if a change related to the information contained in the register occurs, the company must update the information through an update declaration within 30 days of said change.
No worries, Lex Start is here to help you with your update statements! Book a phone appointment with us and we will answer all your questions for free.
TO CORPORATIONS CANADA
Corporations Canada offers separate update forms for each information posted. Thus, a company wishing to update the list of its directors will only have to fill out a form to that effect without having to confirm all the rest of its information.
The annual update produced to Corporations Canada consists of the filing of an annual report that certifies the validity of the information posted. It is therefore important for a company to update its information, within the deadlines set by the Canada Business Corporations Act, before filing its annual report.
You’re not alone: Lex Start is here to take care of your annual or ongoing updates without compromising your budget with affordable and personalized legal services! Feel free to contact us via chat or make a free phone appointment.