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.

How does Lexstart protect my personal information?

Lexstart applies security measures compliant with Law 25: encryption of transmitted data, restricted access to information by authorized team members, and secure file retention. You can exercise your rights of access, correction, or withdrawal of consent by contacting the team directly.

Is a Privacy Policy mandatory in Quebec?

Yes. Since the implementation of Law 25, any organization that collects personal information must publish a clear and accessible policy. The obligation aims to ensure transparency toward individuals whose data is collected.

What is a buy-sell mechanism in a shareholders' agreement?

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.

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.

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.

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

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

What exactly is Lexstart?

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.

Is the Lexstart shareholders' agreement suitable for a growing startup?

The Lexstart model is suitable for early-stage or growing startups with relatively simple ownership structures. It regulates share transfers, governance, and buy-sell mechanisms. When institutional investors or complex financial clauses are involved, a customized agreement through Barricad Avocats is more appropriate.

Is an employment contract mandatory in Quebec?

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.

Can I change my share structure through an annual update?

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

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.

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.

Are General Terms of Sale different for services vs. products?

Yes. Certain clauses vary depending on the nature of the business, especially regarding delivery, returns, warranties, and service performance. The Lexstart template is structured to cover most common situations but may require adjustments based on your activity. Barricad Avocats can assist with this adaptation.

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.

What is included in the basic incorporation?

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.

Does the annual REQ update replace minute book updates?

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

Is incorporation relevant for consultants or freelancers?

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.

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 are the annual costs of maintaining a corporation?

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

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

Are Terms of Use mandatory?

They are not always legally required, but they are strongly recommended to reduce legal risks, clarify the rules applicable to users, and protect the company's liability.

How do I contact Barricad Fiscalistes from Lexstart?

The Lexstart team can initiate a direct referral to Barricad Fiscalistes based on your situation. You can also contact Barricad Fiscalistes directly through their website to schedule a consultation. Your corporation's information already documented at Lexstart facilitates rapid file handling.

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.

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.

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 share capital?

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.

What services does Barricad Fiscalistes offer?

Barricad Fiscalistes supports businesses and entrepreneurs in tax planning, corporate reorganizations, compensation structure optimization, real estate taxation, succession planning, and business valuation. The team consists of tax specialists and accountants with expertise in Quebec SME realities.

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.

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

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

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.

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.

Why does Lexstart recommend Bankeo for finding an accountant?

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.

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.

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.

Does the annual update include amendments to the articles?

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

In what situations can a director be personally liable?

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.

Does Lexstart offer minute book update services?

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

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.

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.

Can I include a confidentiality clause?

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

Can Lexstart help me find an accountant or a bank?

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.

What documents does BNC need to open a corporate account?

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

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

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

What is a minute book and is it mandatory?

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

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 specific clauses are in the Lexstart shareholders' agreement template?

The template includes: right of first refusal (obligation to offer shares to existing shareholders before selling to a third party), buy-sell mechanism for death or disability with a valuation method, non-competition and non-solicitation clauses, governance and decision-making rules, share transfer restrictions, and deadlock resolution mechanisms for 50/50 structures.

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

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

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.

Why choose Lexstart for my incorporation in Quebec?

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.

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.

Who is the Lexstart service agreement template for?

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.

How long does an annual update take with Lexstart?

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

What is the difference between Lexstart and Barricad Avocats?

Lexstart handles standardized legal procedures at fixed prices online. Barricad Avocats handles custom mandates requiring in-depth analysis and strategic support. The two entities are complementary: Lexstart brings speed and accessibility, Barricad Avocats brings legal depth and strategic judgment.

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.

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.

How does the Bankeo matching process work in practice?

You submit your request online describing your needs (business size, sector, required services, location preferences). Bankeo analyzes your request and connects you with CPA accountants from its network that match your profile. You receive proposals and choose the professional you want to work with.

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.

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 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.

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.

Do General Terms of Sale protect against non-paying customers?

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

What does a service agreement usually include?

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

Can Lexstart manage annual updates for multiple corporations?

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

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.

Can Lexstart's Terms of Use change?

Yes. Lexstart reserves the right to modify its Terms of Use at any time. Users will be informed of significant changes. It is recommended to consult this page regularly to stay up to date.

Can I modify my file after submitting my order?

If your file has not yet been filed with the registry, the team can make corrections at no additional charge. If filing has already occurred, an amendment to the articles of incorporation will be required and government fees will apply. Contact the team as quickly as possible via your confirmation email.

Does a human review my file before filing?

Yes. Unlike a fully automated system, every file submitted on Lexstart is reviewed by a team member before being filed with the appropriate registry. If anything is ambiguous or incomplete, we contact you directly to clarify before proceeding.

In what situations will the Lexstart model not be sufficient?

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.

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.

Is French required in a company name in Quebec?

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.

Does the Lexstart agreement regulate share transfers to third parties?

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.

Is a shareholders' agreement useful if all shareholders are directors?

Yes. Even when shareholders serve as directors, the agreement remains essential to regulate share transfers, exit mechanisms, and protections in case of strategic disagreements.

Is the annual update mandatory for all corporations?

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

What types of accountants can I find through Bankeo?

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.

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.

Do I need to publish my Privacy Policy on my website?

Yes. Law 25 requires that it be easily accessible to anyone whose personal information you collect. It must be published on the company website in a visible and permanent manner.

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.

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.

Are directors' details publicly available in Quebec?

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.

Are Lexstart's contract templates drafted by lawyers ?

Lexstart offers contract templates prepared and validated by lawyers: shareholders' agreement, employment contract, service contract, T&C, GTS, and PIPP. These templates provide a solid legal foundation, ready to use as-is. No customization is performed on the platform. For a contract fully tailored to a specific situation, Barricad Avocats handles custom drafting.

What is the difference between a trademark, a patent, and a copyright?

A trademark protects a name, logo, or slogan identifying your business or products. A patent protects an invention (new and useful product or process) for 20 years but requires detailed public disclosure. Copyright automatically protects original works (text, code, music, art) without registration, though registration facilitates legal recourse. Decode can guide you toward the most appropriate protection for your situation.

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 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.

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.

Are General Terms of Sale mandatory for selling online in Quebec?

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.

Is the Lexstart service agreement suitable for all industries?

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.

Do I need an account to access the legal guides?

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.

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.

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 are General Terms and Conditions of Sale?

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.

Are Lexstart's legal guides written by legal professionals?

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.

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.

Are blog articles written by professionals?

Yes. Articles published on the Lexstart blog are written and validated by lawyers and tax advisors from the Barricad group. They aim to simplify complex legal and tax concepts for entrepreneurs.

Is the Terms of Use template suitable for all platforms?

The template is designed to cover most websites and digital services. It remains a standard document that may require adjustments depending on your business.

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

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

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.

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.

What do Terms of Use typically include?

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

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.

How long does incorporation take with Lexstart?

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.

Why do financial institutions request the minute book?

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.

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