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.

Is the shareholders' agreement public or confidential?

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.

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.

Do I need to declare ultimate beneficiaries in the annual update?

Corporate transparency rules require, where applicable, the disclosure of ultimate beneficiaries, meaning individuals who exercise significant control over the corporation. This requirement aims to increase transparency of corporate structures in Quebec.

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.

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.

My annual update is two years late. Can it still be corrected?

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.

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.

When must a corporation amend its articles?

An amendment to the articles is required when changes affect the corporation's foundational elements: name change, modification of share structure, addition or removal of share classes, amalgamation, or continuation. These changes cannot be made through a simple annual update and require the intervention of Barricad Avocats.

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.

Does Lexstart offer support in English?

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

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.

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.

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.

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.

What is the Lexstart refund policy?

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

How can I reactivate a cancelled corporation in Quebec?

Reactivation generally requires filing outstanding declarations, paying applicable fees and submitting a formal reinstatement request to the REQ. The faster the intervention, the simpler the process and the lower the legal and banking impact.

Why should my business have General Terms and Conditions of Sale?

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

Is the Privacy Policy included in the Terms of Use template?

No. Following the implementation of Law 25 in Quebec, the Privacy Policy is a separate document from the Terms of Use. Both must be published separately: Terms of Use to govern service use, Privacy Policy to govern personal data management. Lexstart offers both as separate products.

Why incorporate in Quebec or Canada?

Incorporation creates a legal entity separate from you personally. The corporation can sign contracts, own assets, hire employees, and open bank accounts. It becomes relevant when you aim to structure long-term growth, limit commercial liability, and build a transferable or sellable business. It also allows proper share structuring and strengthens credibility with banks and suppliers.

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 is a service agreement?

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

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 the annual update required even if my corporation is inactive?

Yes. As long as the corporation has not been formally dissolved, it must file its annual update, even if it generated no revenue or conducted no business. The obligation relates to maintaining registration and legal compliance.

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.

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.

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.

Should the shareholders' agreement be signed before or after incorporation?

Ideally on the same day or in the days immediately following incorporation. Once the corporation is established and shares are issued, getting signatures becomes harder because shareholders already hold rights. Many entrepreneurs postpone this step and find themselves in difficulty when a disagreement arises. It should be treated as a step concurrent with incorporation.

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.

Is a shareholders' agreement useful in a two-shareholder company?

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

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 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.

Can I include a non-compete or non-solicitation clause?

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.

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.

Why is maintaining a shareholders' register essential?

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.

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.

Why is it important to have a written service agreement?

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.

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.

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.

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.

Are General Terms of Sale mandatory?

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.

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 do General Terms of Sale typically include?

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

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.

When should I have my Terms of Use customized?

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

Does the service contract template include a confidentiality clause?

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.

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.

What is the difference between Terms of Use and a Privacy Policy?

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.

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 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.

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.

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 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.

Should I display my General Terms of Sale on my website?

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.

Do I need domiciliation if I already have a commercial office?

If you have a commercial lease in your corporation's name, using that address as the registered office is perfectly valid. Domiciliation is most useful for entrepreneurs who work from home, do not yet have a fixed office, or want a prestigious address in Old Montreal to strengthen their image.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 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.

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.

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 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 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.

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.

Do I need to register in Quebec if I am federally incorporated?

Yes. A federally incorporated company must register in Quebec as soon as it carries on business there. This registration provides a Quebec enterprise number (NEQ) and makes the corporation publicly listed in the provincial registry. It is a separate obligation from federal incorporation.

What is the practical difference between the simple and advanced share capital models?

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

What does the Lexstart annual update subscription include?

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.

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

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.

Who is the Lexstart employment contract template for?

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

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.

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.

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 rights do individuals have regarding their personal data?

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

Does the contract need to be signed physically?

No. Electronic signatures are generally valid in Quebec, allowing agreements to be concluded quickly and remotely.

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.

What are the essential clauses of a shareholders' agreement?

Essential clauses typically include right of first refusal, share transfer restrictions, buy-sell mechanisms for death or disability, governance rules, non-compete provisions, and dispute resolution mechanisms.

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.

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.

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.

Do I need to inform my clients about data collection?

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

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.

How does the template handle refunds and cancellations?

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

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.

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.

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.

Can I use the domiciliation address from the moment of incorporation?

Yes. The address can be used immediately after subscribing, whether in the articles of incorporation, the Lexstart incorporation form, or for REQ filings. A 48-business-hour activation period applies for full setup of the client portal and operational mail management.

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.

What are the risks of a non-compliant minute book?

An incomplete minute book can create problems during a tax audit, business sale, banking review, or shareholder dispute. It may also weaken limited liability protection if corporate governance requirements are not respected.

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 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.

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.

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