Frequently Asked Questions

Welcome to our FAQ page, where you can find answers to the most common questions about our services. We’re here to help you better understand Lexstart and make launching a business clearer and more accessible.

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FAQ

Answers to your frequently asked questions.

Can I include an intellectual property assignment clause?

Yes, and it is strongly recommended if the employee creates content, code, designs, or any other material as part of their duties. Without an explicit clause, ownership of these creations can be ambiguous. The IP assignment clause ensures everything the employee creates in the scope of their work belongs to the corporation. The Lexstart template includes this optional clause.

Is the Privacy Policy included in the Terms of Use template?

No. Following the implementation of Law 25 in Quebec, the Privacy Policy is a separate document from the Terms of Use. Both must be published separately: Terms of Use to govern service use, Privacy Policy to govern personal data management. Lexstart offers both as separate products.

Does the domiciliation service include mail reception?

Yes. The service includes a legal registered office address, reception and management of mail sent to that address, and mail arrival notifications. A secure digital space allows you to track and manage received documents. Exact terms depend on the package chosen with Domiciliation Montreal.

What do Lexstart's General Terms of Sale cover?

Lexstart's GTS govern the purchasing terms for services offered on the platform: order process, payment, cancellation and refund policy, and respective responsibilities of the client and Lexstart. They apply to any purchase made on lexstart.ca.

Why should my website have Terms of Use?

Terms of Use help protect your business by setting the rules for using your platform, limiting your liability, and regulating user behavior.

How do I contact Barricad Avocats from Lexstart?

From the Lexstart platform, a referral to Barricad Avocats can be initiated directly. You can also contact Barricad Avocats through their website to schedule a consultation. The Lexstart team facilitates the referral and transfer of the existing file to avoid any repetition of information.

How long does it take to get a response from Lexstart?

The Lexstart team generally responds within one business day. For urgent matters or questions about a file pending filing, responses are prioritized.

What is Lexstart's annual compliance subscription?

Lexstart's annual compliance subscription covers the mandatory annual REQ update as well as up to two in-year updates (address change, director or officer change). It also includes annual shareholder and director resolutions and minute book maintenance. It is a simple way to delegate all annual corporate compliance without having to think about it.

Is Lexstart a law firm?

Lexstart is the technology platform of Barricad Avocats, a Quebec law firm. You get the legal rigour of a real law firm at the speed and fixed price of an online platform. For complex needs, investors, advanced tax planning, corporate structuring, the Barricad Avocats or Barricad Fiscalistes team takes over directly.

Can Decode also help with patents or other IP assets?

Yes. Decode covers the full IP spectrum: trademarks, patents, copyright, industrial design protection, and non-disclosure agreements in an IP context. If your business creates something unique (technology, design, process, innovation), a consultation with Decode to identify what can be protected is a strategic step.

Can I issue shares to an investor after incorporation?

Yes. A corporation may issue new shares if its authorized share capital allows it. Issuing shares usually requires a board resolution and updating corporate records. Proper planning at incorporation reduces the need for costly amendments later.

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.

Can I include a clause on data retention?

Yes. The clause should specify how long data is retained and how it is secured or deleted at the end of that period.

Are General Terms of Sale mandatory?

They are not always mandatory, but they are strongly recommended. They become essential as soon as you sell online or want to clearly define your sales conditions.

What is the free 15-minute appointment with Lexstart for?

The 30-minute appointment with a client advisor allows you to present your situation and better understand which option fits your needs. This is not a legal consultation. The goal is to direct you to the right service: provincial or federal incorporation, annual update, contract template, or referral to Barricad Avocats or Barricad Fiscalistes depending on your situation. No purchase obligation.

Why include a probation period?

A probation period allows the employer to evaluate whether the employee is a good fit for the role and the company. It provides greater flexibility in case of termination during the first months.

How do I properly dissolve a corporation in Quebec or Canada?

Dissolution requires settling all debts, filing final tax returns, and closing government accounts. Once completed, articles of dissolution must be filed with the appropriate registry. Professional accounting guidance is strongly recommended to ensure compliant closure.

What does a Privacy Policy typically include?

It includes the types of personal information collected, the purposes of collection, how data is stored and protected, sharing practices, the rights of individuals, and procedures for correcting or deleting data.

When should I register my trademark?

Ideally as early as possible, and if possible before or just after your incorporation. In Canada, the first filer has priority. If you are building a brand for commercial use, waiting for others to file before you is a real risk. The process generally takes 12 to 18 months to complete.

Who is the Lexstart shareholders' agreement designed for?

The Lexstart model is designed for SMEs, startups, and incorporated entrepreneurs who want to structure their shareholder relationships professionally. It suits companies with simple or intermediate structures seeking a solid legal framework without immediately requiring a fully customized agreement.

How can I find out if my brand name is already taken?

Decode conducts prior art searches in CIPO databases and other registries to identify similar or identical marks already registered. This step is crucial before naming your company, launching a product, or investing in a visual identity. Using an already registered mark can expose your business to a cease-and-desist demand, even if you registered your name with the REQ.

Does Lexstart offer refunds?

Refund conditions vary depending on the stage of the file. If the registry filing has not yet been made, a refund may be possible. Once documents have been filed, government fees are non-refundable. Full details are specified in Lexstart's General Terms of Sale.

Can I grant shares to employees or collaborators?

Yes. A corporation may grant or sell shares to employees to align them with the company's growth. This strategy must be properly structured to avoid unintended tax consequences and comply with legal requirements regarding share issuance.

Do I need a new contract for each mandate with the same client?

It depends on the relationship. If you work regularly with the same client on similar recurring mandates, a master agreement signed once with addenda or purchase orders for each mandate is more efficient. If each mandate is substantially different (scope, price, deliverable), a new contract is recommended.

What is the annual update filing at the REQ?

The annual update is a mandatory filing confirming the corporation's public registry information. It keeps the company in good standing and prevents administrative cancellation, even if the company has no activity.

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.

If I use Domiciliation Montreal, does my personal address truly disappear from the REQ registry?

Yes. By domiciling your registered office with Domiciliation Montreal, the address appearing in the REQ public registry is their centre's address, not your personal address. This is particularly useful if you work from home and do not want your personal address publicly accessible.

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.

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 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 is a right of first refusal clause?

A right of first refusal requires a shareholder wishing to sell shares to first offer them to existing shareholders on the same terms. This clause helps control new shareholder entry and maintain ownership stability.

Who is the Lexstart General Terms of Sale template for?

The template is designed for entrepreneurs, freelancers, e-commerce businesses, and SMEs that sell products or services and want to structure their sales professionally.

Does a Privacy Policy protect my business in the event of a data breach?

Yes. A well-drafted Privacy Policy demonstrates that you have taken compliance measures and reasonable care, which can limit your liability in case of an incident.

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.

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 does the incorporation process with Lexstart look like in practice?

You complete the smart online form in 15 to 20 minutes. It guides you step by step: structure type, company name (with real-time REQ and NUANS verification), directors, share capital. Once payment is completed, the team prepares and files the documents. You receive the articles of incorporation, organizational resolutions, share certificates, and minute book within an average of 5 business days.

How should a startup structure its share capital in Quebec?

A startup's share capital should be structured according to its growth vision, potential investors, and founders' tax planning. A flexible structure allows multiple share classes (common, preferred, voting, non-voting) with distinct rights. This approach simplifies fundraising, protects founders, and allows future share issuances without repeatedly amending the articles.

What is a shareholders' agreement?

A shareholders' agreement is a legal contract between shareholders defining their rights, obligations, and protection mechanisms. It complements the articles of incorporation and establishes clear rules regarding governance and share transfers.

Can Barricad Avocats review an existing shareholders' agreement?

Yes. Barricad Avocats can review an existing shareholders' agreement, identify gaps or provisions that are no longer adapted to the corporation's current situation, and propose appropriate amendments. This approach is particularly recommended before an investor entry or structural change.

I use HubSpot, Stripe, and Google Analytics. Must I mention them in my Privacy Policy?

Yes. If you use third-party tools that collect or process your users' personal data, you must identify them in your Privacy Policy and explain the purpose for which data is transmitted to them. This is a transparency requirement of Law 25. Most common tools to mention: CRM (HubSpot), payment (Stripe), analytics (Google Analytics, Hotjar), email (Mailchimp), hosting (AWS, Azure).

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.

What happens if a corporation is struck off the registry?

A struck-off corporation loses its active legal status and can no longer legally operate. It may need to apply for reinstatement or reconstitution. Prevention requires consistent compliance with annual and reporting obligations.

When should I use a service agreement?

Ideally before starting any service. Having the contract signed in advance ensures the collaboration begins on clear and professional terms, and prevents misunderstandings about scope, timelines, and compensation.

What are Lexstart's response times?

The Lexstart team generally responds within one business day for email inquiries. For ongoing files, the fastest method is to reply directly to the confirmation email received when placing your order.

Why is it important to separate personal and corporate finances?

Separating finances reinforces the legal distinction between you and the corporation. Mixing accounts can weaken liability protection and complicate accounting. A dedicated corporate bank account is essential from the very first day of activity.

When should I consider incorporating?

Incorporation becomes relevant when your activity generates recurring income, involves contractual risk, or includes multiple stakeholders. It is strategic if you plan to retain profits to finance growth or welcome partners. The objective is to legally structure your activity in a coherent and sustainable way.

Is the Terms of Use template suitable for a SaaS or mobile app?

The template covers common use cases for a website or online service. For a SaaS or mobile app, additional clauses may be needed: acceptable use policy, service levels, B2B data confidentiality, and account access and termination rights. For a SaaS with enterprise clients, custom drafting through Barricad Avocats is recommended.

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.

Can I incorporate alone, without a partner?

Yes. The majority of Lexstart incorporations are sole shareholder corporations. You will be simultaneously shareholder, director, and officer. The share structure can be set up from the start to allow for a future partner or investor without needing to amend the articles.

Who is Lexstart's blog for?

Lexstart's blog is for Quebec entrepreneurs at every stage: those considering incorporation, those who have recently incorporated, and those looking to better understand their legal and tax obligations. Articles are written by legal and tax professionals from the Barricad group.

Does someone review my file before it is filed with the registry?

Yes. The Lexstart team validates all information before proceeding with the filing. If anything is ambiguous or incomplete, we contact you directly to clarify. It is not a fully automated system: a qualified person reviews every file before filing.

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.

Does Lexstart offer a registered office service to protect my personal address?

Lexstart collaborates with a specialized registered office partner, allowing entrepreneurs to use a professional address as their corporation's head office. This prevents personal addresses from appearing in public records. In Quebec, certain corporate information is publicly accessible, so using a registered office service enhances privacy while strengthening the company's professional image.

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.

Does Lexstart serve entrepreneurs outside Quebec?

Lexstart specializes in Quebec (QBCA) and federal (CBCA) incorporations. For a Quebec-based entrepreneur wanting to operate across Canada, federal incorporation through Lexstart is the right option. Provincial incorporations outside Quebec are not currently offered.

What is the Lexstart shareholders' agreement model?

The Lexstart shareholders' agreement model is a document prepared and validated by lawyers, covering the most common corporate situations: share transfers, right of first refusal, death, disability, non-compete clauses, and governance. It is a solid legal foundation, ready to use as-is, with no customization performed on the platform.

What is the difference between a service contract and an employment contract?

This is a fundamental and often misunderstood distinction. An employment contract creates a subordination relationship: the employee works under the employer's direction, on their schedule, with their tools. A service contract is made with a self-employed person or company that maintains independence in how the work is performed. The distinction has major tax implications: the employer withholds source deductions for an employee, not for a contractor. If the relationship resembles employment but is structured as a service contract, tax authorities may reclassify it.

What topics do Lexstart's legal guides cover?

The guides cover key topics related to starting and managing a business in Quebec: incorporation, structure choice, share capital, annual updates, shareholders' agreements, commercial contracts, and compliance with Quebec laws including Law 25.

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

Failing to file the annual REQ update can result in the company being struck off by Quebec authorities. A struck-off corporation loses its legal personality, which can have significant consequences on its contracts, bank accounts, and the personal liability of its directors. The Lexstart compliance subscription helps avoid this situation by ensuring annual obligations are met.

When does Lexstart refer to Barricad Avocats?

Lexstart is designed for standardized procedures: incorporations, annual updates, contract templates. Barricad Avocats steps in for situations requiring customized legal analysis: complex shareholders' agreements involving investors, corporate restructurings, business sale or acquisition transactions, atypical contract drafting, and any situation requiring personalized legal support.

Why does Lexstart offer fixed prices rather than hourly rates?

Because entrepreneurs need predictability. When launching a business, you do not want a bad surprise on your legal bill. The fixed price covers the entire service from form submission to document delivery. The only variable costs are government fees set by law and imposed by the REQ or Corporations Canada.

What is covered by the in-year updates included in the subscription?

Covered in-year updates include registered office address changes, director or officer changes, and REQ information updates. Amendments to the articles of incorporation, new share issuances, or corporate restructurings are not included in the subscription and are handled separately.

What are the essential clauses of a shareholders' agreement?

Essential clauses typically include right of first refusal, share transfer restrictions, buy-sell mechanisms for death or disability, governance rules, non-compete provisions, and dispute resolution mechanisms.

Should the shareholders' agreement be signed before or after incorporation?

Ideally on the same day or in the days immediately following incorporation. Once the corporation is established and shares are issued, getting signatures becomes harder because shareholders already hold rights. Many entrepreneurs postpone this step and find themselves in difficulty when a disagreement arises. It should be treated as a step concurrent with incorporation.

What are Terms of Use?

Terms of Use are a legal document that governs how a website, platform, or application can be used. They define access rules, user obligations, and the company's limits of liability.

Who is the Lexstart Privacy Policy template for?

The template is designed for SMEs, startups, and entrepreneurs who collect or process personal information in Quebec and want to comply with Law 25.

What is the difference between common and preferred shares?

Common shares typically provide voting rights and residual profit participation. Preferred shares can include special rights such as dividend priority or liquidation preference. They are often used in investment rounds to protect investors and structure financial relationships between shareholders.

Does the Lexstart agreement include a 50/50 deadlock resolution mechanism?

Yes. The model includes mechanisms to address deadlock situations between shareholders, including mediation or buyout processes. These provisions help prevent decision paralysis in equal ownership structures.

If I start with Lexstart and need more, is the transition to Barricad Avocats smooth?

Yes. Since Lexstart is Barricad Avocats' own platform, the transition is seamless. Documents prepared by Lexstart (articles, minute book, resolutions) are directly usable by Barricad attorneys. You do not have to start over or re-explain everything — the team already knows your file.

How long until I receive my documents?

The average timeline is 5 business days for a standard incorporation, provided all information is complete and the registry is not overloaded. You will be notified by email as soon as your documents are ready.

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.

When should a customized agreement be preferred over the Lexstart model?

A customized agreement is recommended when external investors, multiple complex share classes, advanced financial clauses, structured financing rounds, or significant tax considerations are involved. In these situations, Barricad Avocats can assist with drafting a tailored agreement.

Is the shareholders' agreement public or confidential?

The shareholders' agreement is a private and confidential document. It is not filed with the REQ and is not publicly accessible, unlike the articles of incorporation which are public. It remains between the shareholders and the corporation.

What is the difference between the Lexstart agreement and a customized agreement from Barricad Avocats?

The Lexstart agreement is a standard model covering the most common corporate situations. A customized agreement from Barricad Avocats is tailored to the company's specific tax, financial, and strategic context, particularly when investors, complex preferred shares, or advanced estate planning are involved.

Why should my business have General Terms and Conditions of Sale?

General Terms of Sale help secure your commercial transactions, clarify the rules applicable to your customers, and reduce the risk of disputes.

Can I share personal data with partners or service providers?

Yes, but the Privacy Policy must specify with whom the data is shared and for what purpose. Partners must also comply with applicable data protection requirements.

Who do Lexstart's Terms of Use apply to?

The Terms of Use apply to anyone who browses lexstart.ca or uses Lexstart's services. By using the platform, the user accepts the conditions described in this document. It is recommended to read them before submitting an order.

Is the Bankeo matching service free for entrepreneurs?

Yes. The Bankeo matching service is completely free for entrepreneurs. Bankeo is compensated by the accountants listed on its platform. The accountant's fees are negotiated directly based on your needs and file complexity.

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.

Who handles my file at Lexstart?

Your file is handled by Lexstart's paralegal team and customer service, under the supervision of Barricad Avocats legal professionals. The team validates information, carries out government registry procedures, and contacts you if clarifications are needed.

What is business domiciliation and why would I need it?

Domiciliation means using a distinct professional address as your corporation's registered office, rather than your personal address. In Quebec, the registered office address is public information accessible through the REQ registry. Domiciliation protects directors' privacy and gives a professional image to the corporation, even for entrepreneurs who work from home.

When should I have my service contract customized?

Customization is recommended if your business involves specific risks: high liability, complex intellectual property, multiple partners, high-value contracts, or specific regulatory requirements. In these cases, Barricad Avocats can handle drafting a tailored contract.

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.

Can the contract limit my liability?

Yes. A limitation of liability clause can be included to manage the financial risks related to your services, within the limits permitted by law.

What do General Terms of Sale typically include?

They generally include pricing, payment terms, delivery timelines, refund policies, warranties, liability, and cancellation terms.

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.

Do I need to register for GST and QST immediately after incorporating?

Tax registration depends on your revenue level and business activities. Once the small supplier threshold is exceeded, registration becomes mandatory. Even below the threshold, voluntary registration may be strategically beneficial depending on your business model.

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 incorporation truly protect my personal assets?

In most normal commercial situations, the corporation assumes its own debts. Your personal assets are therefore not automatically liable. However, certain statutory obligations or personal guarantees may engage directors' liability. Protection is strongest when financial separation between you and your corporation is rigorously respected.

Does Lexstart offer support after incorporation?

Yes. Lexstart supports the corporation in its annual compliance through the REQ update. For next steps, opening a bank account, choosing an accountant, protecting intellectual property, Lexstart refers to its specialized partners based on your needs.

What is the difference between Barricad Fiscalistes and Barricad Avocats?

Barricad Fiscalistes specializes in taxation: planning, optimization, corporate reorganizations, compliance, and representation before tax authorities. Barricad Avocats handles business law: drafting and reviewing agreements, transactions, corporate structures, and governance. The two entities are legally distinct but work closely together to provide comprehensive support.

When should I have my General Terms of Sale customized?

Customization is recommended if you operate a complex e-commerce business, sell internationally, offer subscriptions, or have specific refund policies. A legal mandate can be opened with Barricad Avocats.

Does a shareholders' agreement replace the articles of incorporation?

No. The articles define the corporation's legal structure, while the shareholders' agreement governs the contractual relationship between shareholders. Both documents serve distinct and complementary purposes.

What must I do within 30 days of incorporating?

Priority first steps: open a corporate bank account in your corporation's name (banks require the articles and minute book), confirm with your accountant whether to register for GST/QST immediately or wait for the applicable threshold, start invoicing under the corporate name, and keep personal and corporate finances strictly separate from day one.

Why is it important to have a Privacy Policy?

It helps ensure legal compliance, reassures your clients about the confidentiality of their data, and reduces the risk of penalties or disputes related to personal information protection.

Are there fines if I do not have a published Privacy Policy on my website?

Yes. The Commission d'accès à l'information of Quebec can impose significant financial penalties on businesses that do not comply with Law 25. Amounts vary based on the severity of the violation and the size of the organization. Beyond penalties, the absence of a Privacy Policy exposes you to dispute risks with clients or employees over data management.

Do I need to register in Quebec if I am federally incorporated?

Yes. A federally incorporated company must register in Quebec as soon as it carries on business there. This registration provides a Quebec enterprise number (NEQ) and makes the corporation publicly listed in the provincial registry. It is a separate obligation from federal incorporation.

Why is a shareholders' agreement important?

A shareholders' agreement protects the business in case of conflict, shareholder withdrawal, death, or strategic disagreement. It prevents decision deadlocks and ensures structured management of shareholder relationships.

My corporation has no revenue yet. Do I still have legal obligations?

Yes. Even without revenue or activity, your incorporated company has annual obligations: file the annual update with the REQ (or maintain federal good standing), file the corporate T2 tax return, and keep the minute book updated with annual resolutions. These obligations persist until official dissolution.

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.

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