Frequently Asked Questions

Share capital defines the ownership structure of the corporation. It determines how many shares can be issued and what rights are attached (voting, dividends, redemption). A simple structure suits solo founders, while a flexible structure accommodates future investors or partners.

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.

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

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.

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.

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.

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.

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

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.

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

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.

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.

After your order, you receive a confirmation email with your file summary. The Lexstart team takes over, validates the information, and proceeds with filing at the appropriate registry. You will be contacted if clarifications are needed. Average timelines are specified in the confirmation email.

The minute book contains the articles, resolutions, registers of shareholders and directors, and share certificates. It serves as official proof of corporate decisions. In the event of a tax audit or bank financing, this document is essential to demonstrate the corporation's legal compliance.

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.

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.

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.

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.

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.

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.

They generally include site access conditions, usage rules, intellectual property, limitation of liability, user accounts, and suspension or termination terms.

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

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.

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.

After incorporation, you should open a corporate bank account, organize bookkeeping, review your tax obligations, and maintain your incorporation documents in your minute book to ensure ongoing corporate compliance.

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.

Yes. Government fees (REQ for Quebec, Corporations Canada for federal) are added to the Lexstart fee. These fees are set by the authorities and vary by chosen structure. They are always shown separately in the pre-payment summary, with no surprises.

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.

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.

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

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

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.

If the error is noticed before the registry filing, the team can correct it at no extra charge. If noticed after filing, an amendment to the articles will be required and government fees will apply. The pre-payment summary is specifically designed to prevent this situation.

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.

Yes. An incorporated company must file an annual corporate tax return even if no revenue was generated. This is part of maintaining good standing with federal and provincial tax authorities.

Our guide covers when the T2 and CO-17 apply, and what happens when a corporation with no revenue files nothing.

Customization is recommended if you operate a marketplace, an app, a SaaS product, or if your platform involves complex features or specific regulatory requirements. A legal mandate can be opened with Barricad Avocats.

A service agreement is a legal contract that governs the relationship between a service provider and their client. It specifies the services offered, the parties' obligations, payment terms, liability, and termination conditions. It is an essential safeguard to prevent misunderstandings and secure the business relationship.

For consultants generating stable income, incorporation helps manage contractual liability, structure compensation, and reinforce professional image. It becomes particularly relevant as revenue increases or subcontractors are involved.

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.

REQ registration only protects your name in Quebec to avoid confusion with another registered company. It is not trademark protection. A trademark registered with the Canadian Intellectual Property Office (CIPO) gives exclusive rights to use that name, logo, or slogan across Canada for 10 years, renewable. To truly protect your commercial identity, trademark registration is essential.

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.

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.

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

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

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.

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.

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.

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.

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.

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.

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. 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.

For the full list of deadlines, fees and consequences, see our guide to what an inactive corporation with no revenue still has to file.

Yes. Law 25 requires that individuals be informed about the types of information collected, the purposes, and their rights regarding their personal data. This information must be accessible and clearly written.

Lexstart is built entirely for the Quebec legal framework: civil law, QBCA, REQ, Law 25. As Barricad Avocats' own platform, every file is reviewed by real lawyers before filing. It is the unique combination of an accessible online platform and the rigour of a Quebec law firm.

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.

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.

In Quebec, the Consumer Protection Act imposes specific obligations on online merchants selling to consumers: displaying the total price before confirmation, allowing cancellation before confirming, and honoring a right of resolution within certain timeframes. General Terms of Sale structure these legal obligations and govern situations the law does not explicitly cover.

Your Privacy Policy must be reviewed whenever your data collection or processing practices change: adding a new tool, changing a provider, modifying purposes, or regulatory changes. An annual review is a good minimum practice, even without apparent changes.

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

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.

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.

It is not mandatory, but strongly recommended. Without a written contract, the minimum rules of the Act Respecting Labour Standards apply, which can limit the employer's flexibility for elements not covered by law.

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.

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.

Yes. Decode supports Quebec entrepreneurs and businesses in protecting their intellectual property in Canada and internationally. The team understands the specific challenges of startups and growing SMEs looking to secure their commercial identity and innovations from the earliest stages of development.

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.

The simple model includes two share classes: Class A shares with voting rights and an optional Class B without voting rights. This is sufficient for most entrepreneurs starting alone or with one partner. The advanced model includes up to 21 share classes with distinct rights (dividends, voting, liquidation). This is relevant if you plan to bring in investors, optimize dividend splitting between shareholders, or structure participation for key employees.

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.

Lexstart focuses on corporate procedures. Trademark filing is a distinct process requiring IP specialization: prior art searches in Canadian and international databases, risk analysis, drafting product and service descriptions, filing with CIPO, and monitoring the examination process. Decode specializes in this area.

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 Quebec enterprise registrar publishes certain corporate information, including directors' names and addresses. Following transparency reforms, ultimate beneficiaries must also be declared. Understanding this level of disclosure is important before incorporating.

Banks frequently require the minute book to verify directors' identities, share structure, and resolutions authorizing account opening or financing. An up-to-date minute book significantly simplifies all banking procedures.

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.

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

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.

A traditional lawyer bills hourly and takes time. Lexstart offers the same legal guarantees but at a fixed price delivered online within days. For standard incorporations or annual updates, it is faster and more accessible. For complex situations, Barricad lawyers and tax advisors take over.

A shareholder owns shares and holds economic and voting rights. A director is responsible for strategic decisions and management. The same person may hold both roles, but their legal responsibilities are distinct.

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.

Yes. A standard confidentiality clause is included in the template. It governs the protection of information exchanged in the context of the service. If your mandate involves particularly sensitive data (source code, client data, financial information), an enhanced clause or separate NDA may be appropriate.

Lexstart is the online legal platform of Barricad Avocats. It allows Quebec entrepreneurs to incorporate and structure their business at a fixed price, without in-person meetings. We handle provincial (QBCA) and federal (CBCA) incorporation, annual REQ updates, and offer ready-to-use contract templates. Behind the platform, a real team of lawyers reviews every file.

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.

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.

Lexstart offers two main options: a simple structure with two share categories suited for solo entrepreneurs, and a flexible structure with up to 21 share classes for projects requiring advanced planning or investor readiness. The appropriate choice depends on growth, tax, and governance objectives.

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.

We put numbers on those annual costs in our guide to maintaining an inactive corporation.

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.

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.

The standard template is not designed for institutional or venture capital investors (who will require anti-dilution rights, liquidation preference, drag-along, tag-along), agreements with multiple shareholders in complex structures, advanced integrated estate planning, and multi-entity corporate restructurings. In these cases, Barricad Avocats drafts a fully customized agreement.

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.

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.

Yes, but these clauses must meet strict criteria to be valid in Quebec: reasonable duration, territory, and scope. Proper drafting is essential to ensure enforceability. For sensitive situations (technology, trade secrets), Barricad Avocats can assist with custom drafting.

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.

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.

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.

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.

A Privacy Policy is a legal document explaining how your business collects, uses, stores, and shares the personal information of your clients or users, in accordance with Quebec's Law 25. Its publication is mandatory for any organization that collects personal information.

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).