Frequently Asked Questions

No. The law does not require a shareholders' agreement. However, it is strongly recommended whenever there is more than one shareholder to prevent disputes and structure contractual relationships.

It typically includes a description of the services, deliverables, fees, timelines, intellectual property, limitation of liability, confidentiality, and termination terms.

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.

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.

Yes. All guides published on Lexstart are written and validated by the Lexstart and Barricad group legal team. They explain Quebec business law clearly and accessibly to entrepreneurs. They do not constitute personalized legal advice but provide a solid foundation for understanding key issues before making decisions.

General Terms and Conditions of Sale are a legal document governing the sale of products or services. They define pricing, payment terms, delivery, warranties, and refund conditions.

The template is designed for freelancers, consultants, agencies, and SMEs who want to structure their services in a professional, fast, and legally compliant way under Quebec practices.

Lexstart has had an official partnership with the National Bank of Canada (BNC) since 2019. Lexstart clients benefit from a simplified account opening process and a $350 refund on their Lexstart services when they open a corporate account at BNC. It is fast, works well, and BNC is accustomed to welcoming newly incorporated companies through Lexstart.

Contract templates are delivered immediately after purchase and are non-refundable once downloaded, as the service has been rendered. For incorporations, if the file has not yet been submitted to the government registry, a refund request may be considered. Government fees already paid to the authorities are never refundable. Full details are specified in Lexstart's General Terms of Sale.

Yes. Lexstart works with a partner network: the National Bank of Canada for corporate banking services, Bankeo for accounting, and Domiciliation Montréal for registered office address. The goal is to ensure continuity between the legal incorporation of the corporation and its operational management.

Yes. A confidentiality clause is strongly recommended to protect sensitive information, client data, and trade secrets.

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.

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

You receive the articles of incorporation, organizational resolutions, share certificates, and digital minute book. These documents form the official legal foundation of your corporation and are required to open a corporate bank account and complete tax procedures.

Yes. It is strongly recommended that customers can review and accept the General Terms of Sale before completing a purchase so they are legally enforceable. Active acceptance (checkbox or I agree button) is necessary for important clauses.

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.

The template is designed for Quebec SMEs and entrepreneurs who want to hire their first employees or structure their team with a clear and professional legal framework, compliant with Quebec's Act Respecting Labour Standards.

Ideally from the moment of incorporation. A CPA accountant can help you determine whether to register for GST/QST immediately, how to structure your compensation, which expenses are deductible, and how to file your first corporate tax return. The earlier you work with an accountant, the more costly mistakes you avoid.

The template is primarily structured for consumer sales (B2C) in compliance with the Consumer Protection Act. For strictly B2B sales, different rules apply as the CPA does not apply. If your business model is primarily B2B, the template remains usable but may need adjustments. Barricad Avocats can assist with this adaptation.

The subscription is active from the moment you subscribe. The annual REQ update becomes applicable on your incorporation anniversary date. In the meantime, the in-year updates included in the subscription are immediately available if any changes occur in your corporation during the year.

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.

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.

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.

Yes. The model includes a right of first refusal mechanism requiring a shareholder wishing to sell shares to first offer them to existing shareholders under predefined conditions, limiting unwanted third-party entry into ownership.

Yes. Lexstart applies strict security standards in compliance with Law 25 (Quebec's personal information protection legislation). All transmitted information is encrypted and handled confidentially by the team.

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.

Although a corporation is a separate legal entity, directors may be personally liable in specific situations, such as unpaid payroll deductions, employee wages, or certain tax obligations. Diligent and compliant management significantly reduces these risks.

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.

A buy-sell mechanism sets out how shares are purchased when a triggering event occurs, such as death, disability, or voluntary departure. It ensures business continuity and reduces uncertainty.

No. You are free to choose any financial institution. If you choose BNC, you benefit from the simplified process and the $350 refund. If you prefer another institution, Lexstart documents are recognized by all Canadian banks.

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.

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.

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.

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.

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.

Yes. The contract can include clauses on payment terms, late interest, the right to suspend services for non-payment, and collection costs. These clauses are essential but must be communicated to the client before signing to be enforceable.

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.

No. Lexstart blog articles are general information resources. They do not constitute personalized legal advice. For any specific situation, it is recommended to consult directly with a Barricad Avocats or Barricad Fiscalistes professional.

Bankeo is a matching platform connecting entrepreneurs with verified CPA accountants specializing in SMEs and self-employed workers. From the moment of incorporation, accounting needs become immediate: corporate tax returns, bookkeeping, tax registration. Bankeo speeds up the connection with a professional suited to each entrepreneur's situation.

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

You purchase your services on Lexstart (incorporation, shareholders' agreement, contract, etc.), then open your corporate account at National Bank within 3 months of your Lexstart order. The $350 refund is deposited directly into your BNC account no later than 2 months after account opening. To qualify, you must maintain the selected BNC products and services for a minimum of 24 months. The offer is not retroactive and cannot be combined with other BNC promotions.Lexstart will refer you

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.

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.

Absolutely. The contract cannot provide conditions below what the Act Respecting Labour Standards guarantees: minimum wage, vacation, statutory holidays, and termination rules. If a clause provides less than the law, the law applies and the clause is void. The contract serves to go beyond the law and govern what it does not cover.

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.

Dissolution requires settling all debts, filing final tax returns (GST/QST, T2, TP-600), closing government accounts, ensuring the bank account is at zero and closed, and that no assets remain in the corporation's name. Once these steps are completed, articles of dissolution are filed with the appropriate registry. Accounting guidance is strongly recommended.

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

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.

Terms of Use govern how the site or service is used: access rules, permitted behaviors, responsibilities. The Privacy Policy explains how users' personal data is collected, used, and protected. Both are distinct and complementary documents.

The basic incorporation includes articles of incorporation preparation, share capital structuring, organizational resolutions, share certificates, and the digital minute book. Additional options are available: personnalized name, advanced share capital model, priority processing, registered office address via Domiciliation Montreal, and connection to banking (BNC) or accounting (Bankeo) partners.

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.

An ultimate beneficiary is the natural person who directly or indirectly owns or controls a significant percentage of shares or voting rights. In Quebec, this information must be disclosed to the enterprise registrar to ensure corporate transparency and prevent opaque ownership structures.

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.

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.

In Quebec, a corporate name must comply with the Charter of the French Language. It generally must include a French element or meet applicable linguistic rules. Exceptions apply for registered trademarks. A name availability check is recommended before submitting an incorporation request.

No. The guides are freely accessible on the Lexstart website without subscription or registration. They are designed to help entrepreneurs better understand their obligations and options before starting any procedures.

They can request access to their data, correction, deletion, and in some cases, object to processing or withdraw consent. These rights must be described in the Privacy Policy along with how to exercise them.

Yes. They allow you to include clauses covering late payments, interest, service suspension, and collection fees.

The template includes a refund policy section you customize according to your conditions (acceptable timeframe, product or service condition, exclusions). This section is often the primary source of client disputes and must be drafted with precision. The template also covers cancellation conditions before delivery and force majeure cases.

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.

The template is designed to be versatile and cover most common service-based activities. It can be adjusted by the client to fit their specific needs, but remains a standard template with no customization performed on the platform.

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.

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.

Yes. A shareholders' agreement can be amended with the consent of the parties according to its terms. Any amendment should be formally documented to maintain legal consistency with the corporate structure.

Yes. The Lexstart team can assist you in both French and English. The platform and documents are available in both official languages.

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.

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.

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.

Bankeo brings together over 1,500 accounting firms across Quebec. You can find CPA accountants specializing in business start-ups, corporate taxation, bookkeeping, payroll management, and financial statements. Profiles are verified and suited to the needs of incorporated entrepreneurs.

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.

Lexstart collects personal data solely for service delivery: processing incorporation files, communicating with clients, and complying with legal obligations. Data is not sold to third parties. Lexstart complies with Law 25 on the protection of personal information in Quebec.

Yes. The model is structured to be compatible with corporations incorporated in Quebec or federally, provided it aligns with the existing corporate structure. The articles must remain consistent with the agreement.

Although the law governs many aspects of the employment relationship, a written contract helps clarify expectations, reduce the risk of disputes, and address elements not automatically covered by law.

Yes. Lexstart is Barricad Avocats' platform. Files are supervised by lawyers who are members of the Quebec Bar. For questions beyond the scope of standardized services, the Barricad Avocats legal team can intervene directly.

Yes. A corporation is a separate legal entity and must maintain its own bank account. Mixing personal and corporate funds can undermine the legal protection offered by incorporation.

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.

Yes. In a 50/50 structure, a shareholders' agreement is especially important to establish deadlock resolution mechanisms in case of major disagreements.

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.

Lexstart may share certain information with third parties strictly for service delivery: government registries (REQ, Corporations Canada), technology partners, or referral partners with your consent. No data is sold or shared for commercial purposes without explicit consent.

No. The entire process is digital. Information is submitted online and documents can be signed electronically. This allows for efficient incorporation without physical meetings, while remaining fully compliant with legal requirements.

Lexstart offers three service categories :

- Incorporation : provincial in Quebec (QBCA) or federal (CBCA) - Annual compliance : annual REQ update - Contract templates : shareholders' agreement, service contract, employment contract, T&C, GTS and PIPP

For needs beyond these services (taxation, financing, custom corporate law), Lexstart refers to Barricad Avocats or Barricad Fiscalistes.

Yes. Law 25 applies to any organization in Quebec that collects personal information, regardless of size. A self-employed person with a website collecting emails is affected. Obligations include: designating a privacy officer, publishing an accessible Privacy Policy, obtaining consent for non-essential data, reporting incidents to the Commission d'accès à l'information (CAI), and responding to access requests.

The model includes mechanisms governing major decisions and share transfers, contributing to protecting minority shareholders. More specific or complex protections may require a customized agreement through Barricad Avocats.

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.

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.

Dilution occurs when a corporation issues new shares to an investor, reducing the ownership percentage of existing shareholders. When properly structured, a financing round allows capital injection while protecting founders through mechanisms such as anti-dilution clauses or separate share classes.

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.

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.

Yes. It is possible to operate a corporation while remaining employed. However, your employment contract should be reviewed for non-compete or exclusivity clauses. Incorporation allows you to structure a side project without mixing income streams.

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.

Yes. Adding a partner is done through a share issuance or transfer. It is recommended to formalize the relationship through a shareholders' agreement defining rights, obligations, and exit mechanisms from the outset.

A standard incorporation is generally completed within approximately 5 business days once all required information has been submitted and validated. This timeline includes drafting the articles, structuring the share capital, and filing with the appropriate registry. Government processing times may vary slightly, but Lexstart actively monitors each file.

It typically includes the position, job description, salary, benefits, work schedule, vacation, confidentiality, intellectual property, and termination conditions.

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.

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.

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

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.

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.

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.

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.