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.
What is an employment contract?
An employment contract is a legal agreement between an employer and an employee that defines the terms and conditions of employment. It outlines the role, compensation, work schedule, obligations, and termination conditions.
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.
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.
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.
Can I rely on the guides to make important legal decisions?
Lexstart guides are educational resources designed to inform, not to replace professional legal advice. For any important decision such as structure choice, investor entry, or complex contract drafting, it is recommended to consult a Barricad Avocats lawyer or a Barricad Fiscalistes tax advisor.
What services does Barricad Avocats offer?
Barricad Avocats supports entrepreneurs and SMEs in business law: drafting and reviewing shareholders' agreements, corporate restructurings, business purchase or sale transactions, custom commercial contracts, corporate governance, and legal structures tailored to growth. The team consists of lawyers who are members of the Quebec Bar.
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.
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.
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.
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.
What share structure options does Lexstart offer?
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.
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 Law 25 apply to my small business?
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.
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.
Are contract templates included in incorporation or sold separately?
Contract templates (shareholders' agreement, service contract, employment contract, T&C, GTS, PIPP) are standalone products sold separately, available directly through the platform. Some are a natural complement after incorporation, particularly the shareholders' agreement for corporations with multiple partners.
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.
Do I need to travel or meet in person to incorporate with Lexstart?
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.
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.
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.
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.
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.
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.
Does a service agreement protect against non-paying clients?
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.
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.
How do I contact Lexstart about my file?
You can contact the team by email or via the contact form on the website. For an ongoing file, the most efficient method is to reply directly to the confirmation email received when placing your order, this allows the team to instantly identify your file.
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.
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.
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 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.
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.
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.
Does Lexstart help with opening a bank account after incorporation?
Lexstart does not directly handle bank account openings, but refers clients to the National Bank of Canada (BNC), a banking partner with streamlined processes for Lexstart clients that is familiar with the platform's documents.
What should I do immediately after incorporating?
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.
What is a Privacy Policy?
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.
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 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 find an accountant after incorporation?
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.
How do I choose between provincial and federal incorporation?
If you primarily operate in Quebec without short-term national expansion plans, provincial incorporation under the QBCA is generally sufficient. It protects your name in Quebec. Federal incorporation under the CBCA is relevant if you want to operate in multiple provinces or protect your name nationally. A federal corporation must still register in Quebec to operate there, which involves additional steps and fees.
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.
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.
How do I dissolve an incorporated company in Quebec?
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.
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.
Can I limit my liability through General Terms of Sale?
Yes. General Terms of Sale typically include limitation of liability clauses within the limits permitted by law.
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.
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.
Do blog articles constitute legal advice?
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.
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.
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.
What does an employment contract usually include?
It typically includes the position, job description, salary, benefits, work schedule, vacation, confidentiality, intellectual property, and termination conditions.
Is an amendment to the articles more complex than an annual update?
Yes. Amending the articles involves formal shareholder or director resolutions, legal analysis of the current structure, and a specific filing with the registry. It directly affects the corporation's legal structure. Barricad Avocats handles these procedures to ensure full compliance.
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.
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.
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.
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.
What concretely happens if I do not file my annual update?
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.
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.
What documents will I receive after incorporating with Lexstart?
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.
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.
Do I need a separate corporate bank account?
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.
What address does Domiciliation Montreal provide for the registered office?
The address provided is located in Old Montreal, a professional legal address recognized by government registries, banks, and business partners. This address can be used immediately after subscribing for articles, REQ filings, Google Business Profile, and all administrative procedures.
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.
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 happens under the Lexstart agreement in case of a shareholder's death or disability?
The agreement provides an automatic buy-sell mechanism allowing the remaining shareholders or the corporation to purchase the affected shareholder's shares based on a predefined valuation method, ensuring business continuity and preventing heirs from becoming involuntary shareholders.
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.
Is a non-compete clause truly enforceable in Quebec?
In Quebec, non-compete clauses are valid but must be reasonable. Courts evaluate three criteria: duration (generally 1 to 2 years maximum), territory (limited to the area where the employee actually worked), and the nature of prohibited activities (must be sufficiently specific). An overly broad clause will be reduced or voided. The Lexstart template includes a standard clause, but for sensitive businesses (technology, trade secrets), custom drafting through Barricad Avocats is recommended.
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 is the difference between a shareholder and a director?
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.
Is the Lexstart agreement valid for Quebec and federal corporations?
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.
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.
Does Lexstart offer article amendment services?
Lexstart primarily focuses on incorporations and annual updates. Complex amendments to the articles, such as share restructuring or major corporate transactions, require specialized legal assistance through Barricad Avocats.
What happens after I complete my order on Lexstart?
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.
Does Lexstart have lawyers on its team?
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.
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.
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.
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.
Why is it important to have a written employment contract?
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.
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.
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.
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.
Can the Lexstart agreement be amended later?
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.
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.
Does Lexstart share my data with third parties?
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.
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.
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 I include a confidentiality clause?
Yes. A confidentiality clause is strongly recommended to protect sensitive information, client data, and trade secrets.
What do General Terms of Sale typically include?
They generally include pricing, payment terms, delivery timelines, refund policies, warranties, liability, and cancellation terms.
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.
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 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 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.
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.
Does Decode work with Quebec businesses?
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.
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 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.
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.
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.
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.
Am I required to open my account at BNC after my Lexstart incorporation?
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.
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.
Our team is here to answer your questions and help you find the right solution.