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Incorporation involves creating a company that is a separate legal entity from its founders. It grants your business rights and obligations as a legal entity. You can choose to incorporate as a corporation or a non-profit organization (NPO), for example.

A corporation is a type of business structure where you create a legal entity separate from its founders. Your business has rights and obligations similar to an individual. Generally, shareholders are not personally liable for the obligations incurred by the corporation.

Federal incorporation involves creating a corporation under the Canada Business Corporations Act (CBCA). It allows the headquarters to be located in any province but requires that 25% of the directors be Canadian residents (citizens or permanent residents).

Provincial incorporation involves establishing a company under the province’s Business Corporations Act (BCA). The head office must be located in Quebec. This option is less expensive and there are no requirements regarding the residence of the directors.

Incorporating can provide several tax advantages when the net income of the corporation is positive and unused. These benefits come in the form of tax rates on generated income, deductions and tax exemptions, as well as tax credits. For more details, ask us to speak with our tax partners.

A share is a unit of ownership in a corporation. It represents a portion of the company’s capital and comes with associated rights, such as voting rights, dividend entitlement, and residual rights.

Shareholders are individuals or legal entities that hold at least one share of the capital stock of a corporation. They are the owners of the company based on the number of shares they hold.

Directors are individuals elected by the shareholders and responsible for managing the affairs of the corporation. In general, directors are not personally liable for the obligations incurred by the corporation, except for unpaid taxes and salaries.

Officers are individuals who are responsible for the day-to-day management of the corporation. They must perform their duties in compliance with the law and act honestly and loyally in the execution of their functions.

A shareholders’ agreement is a contract between the shareholders of a corporation. Its purpose is to regulate and structure the relationship between the shareholders and the corporation.

This contract regulates and structures relations between shareholders. It provides a quick solution to certain disputes and protects the interests of each party. It also allows you to decide in advance on the consequences of certain events (departure or death of a shareholder, sale or transfer of shares, etc.).

Everything that can affect the life of the company, directly or indirectly, can be a subject included in a shareholders’ agreement, and this agreement can be adapted to the wishes of the shareholders. The topics are not limited.

An NPO is an entity created under federal or provincial laws. It can generate profit, but its activities must be focused on non-profit objectives. An NPO does not have share capital and cannot issue shares.

A charitable organization is an NPO registered with the Charities Directorate of the Canada Revenue Agency. It operates for charitable purposes, such as relieving poverty, promoting education, religion, or other beneficial causes to the community. Charitable organizations have certain advantages, such as the ability to issue tax receipts for donations.

The numerical name is assigned by the REQ as a corporate name: 1234-5678 Québec inc.

The personalized name is the name chosen by the founders of the company to identify it. It consists of a generic part in English, a specific part, and potentially a particle.

An assumed name is an additional name used by a company for its everyday activities. It never includes the “INC” designation and can be different from the company’s official name.

The assumed name must respect some criteria such as: the use of French, a name that the law does not reserve to others or it must not evoke an immoral, obscene or scandalous idea.