Frequently Asked Questions

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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

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

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.

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.

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.

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.

A corporate name must comply with registry rules (REQ or Corporations Canada), avoid confusion with existing businesses, and meet Quebec's linguistic requirements. Lexstart performs a name check as part of the incorporation process.

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.

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.

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

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. 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.

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.

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.

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.

Even though a verbal agreement can be valid, a written contract helps clarify expectations and reduce the risk of disputes. It serves as proof in case of disagreement and clearly defines the scope of services, timelines, and compensation.

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.

The cost of incorporation includes two components: government filing fees required by the Quebec enterprise registrar or Corporations Canada, and professional fees for drafting the articles, share structure, and minute book. Beyond the initial cost, annual obligations such as the REQ update and corporate record keeping must also be planned for. Structuring your corporation properly from the start helps avoid costly corrections later.

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.

The annual update subscription covers preparation and filing of your REQ update, associated provincial and federal corporate filings, and simple annual resolutions. Each year, the team contacts you to validate information, integrates necessary changes, and files within required deadlines. It is a way to never miss this obligation without having to think about it.

Amending the articles typically requires a shareholder resolution and filing articles of amendment with the appropriate registry. This may involve a name change, modification of share capital, or other fundamental corporate elements.

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 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.

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

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.

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.

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.

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.

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

Yes, it is generally possible to regularize. The sooner you act, the simpler it is. If the corporation has not yet been cancelled, you can file missing declarations and pay applicable fees to restore compliant status. If already cancelled, a reinstatement procedure is required. The Lexstart team can assess your situation and guide you.

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.

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.

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.

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.

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.

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. 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.

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

Yes. 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.

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.

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.

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.

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.

Incorporation opens significant tax opportunities: choosing between salary and dividends, income splitting between shareholders, using the small business deduction, planning corporate withdrawals, and preparing for potential government programs. A Barricad tax specialist can concretely identify how to optimize your corporation's tax structure based on your situation.

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.

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.

Yes. Any amendment to the articles must be reflected in the minute book, including resolutions and supporting documents. The minute book must always match the corporation's current legal reality. Barricad Avocats can assist with this update as part of a restructuring process.

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.

Yes. Shares must be issued in exchange for value, whether in cash, property, or services, in accordance with applicable rules. This consideration must be documented in corporate records to ensure legal validity.

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.

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.

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

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

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

The 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.

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.

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.

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.

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.

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.

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.

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.

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

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.

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

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.

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.

Lexstart is the online legal platform of Barricad Avocats, a firm recognized in Quebec in corporate law. Barricad Fiscalistes, a complementary entity, covers taxation, financial planning, and business valuation. Together, they form a complete ecosystem: Lexstart handles standard online procedures, while Barricad Avocats and Barricad Fiscalistes manage complex or custom situations.

Compliant status confirms that the corporation fulfills its legal obligations. It strengthens credibility with financial institutions, suppliers and partners. Annual compliance is part of sound corporate governance and protects the company's legal continuity.

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.

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.

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.

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

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.

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

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

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

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.

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

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

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.

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.

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

The annual update is a mandatory filing 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.

The minute book must be updated whenever a formal corporate decision is made: appointment of directors, share issuance, structural changes, or annual resolutions. It is not just an annual formality but an ongoing legal obligation.

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.

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.

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.