How do you incorporate a company in Quebec?
To incorporate a company in Quebec, you send the Registraire des entreprises signed articles, the initial declaration and $397; the corporation exists as of the date on its certificate of constitution.
Before filing, you settle a few choices: the governing law, a name or a number, the head office address, the directors and shareholders, and the content of the articles. After the certificate, the corporation still has to be organized.
- Choose the law: Quebec or federal
- Choose a name or a number
- Declare the head office address in Quebec
- Appoint the directors, officers and shareholders
- Prepare the articles of constitution
- File the application with the Registraire des entreprises
- Receive the certificate of constitution and the NEQ
- Organize the corporation: by-laws, shares, records
With our form, steps 2 to 5 take about 20 minutes; we handle steps 6 and 7 for $497 all included, $397 government fee included: that is our incorporation package. The full fee breakdown is in our guide to the cost of incorporating.
Quebec or federal corporation: which law should you choose?
If your business operates in Quebec, a Quebec corporation is the simplest route: one law, one register and a $397 government fee.
You can also incorporate federally, under the Canada Business Corporations Act, but a federal corporation doing business in Quebec must also register in the Quebec register. The table below compares both regimes; our $497 form constitutes a Quebec corporation, which is what the rest of this page describes. Still deciding between staying self-employed and incorporating? Our guide on when to incorporate puts numbers on the decision.
Québec inc.
Business Corporations Act (CQLR, c. S-31.1). Articles filed with the Registraire des entreprises: $397. Head office must be in Quebec. No residency requirement for directors. Name checked against the Quebec register.
Canada inc.
Canada Business Corporations Act (R.S.C. 1985, c. C-44). Articles filed with Corporations Canada: $200, plus $397 to register in Quebec. At least 25% of directors must be resident Canadians. Name examined Canada-wide (NUANS report).
Company name or numbered company: which should you choose?
For the company name, you have two options: a numbered company assigned by the Registraire, such as 1234-5678 Québec inc., or a chosen name, which must follow the rules of the Act.
A number is immediate: no search, no reservation, no declaration about the name. You can then operate under another name declared in the register, as long as it does not contain “inc.”, “ltée”, “s.a.”, “compagnie” or “société par actions” (s. 21).
A chosen name must be in French within the meaning of the Charter of the French language (a version in another language may accompany it), must not be identical to or confusing with a name already reserved or used in Quebec, and must indicate the legal form (s. 16). If it does not include “société par actions” or “compagnie”, it ends with “inc.”, “ltée” or “s.a.” (s. 20). You can reserve it for 90 days with the Registraire (s. 17), for $27.
Be careful: the Registraire refuses a name identical to another one, but it does not check for confusion. That check is up to you (s. 18): when you file your articles, you declare that “reasonable means” were taken to ensure the name complies with the law (s. 8). A confusing name may have to be changed later if the business that was using it complains to the Registraire (s. 25).
A number, on the other hand, never expires:
The Act does not provide for the registrar to require that this designating number be replaced by a corporate name.
At Incorp-Québec, a numbered company is included in the Essential package at $497; an official name, in the Complete package at $697.
What address should you declare as the head office?
The head office, or corporate address, must be a complete civic address in Quebec that can receive mail: your home, an office or business premises, but not a post office box.
“The head office of a corporation must be permanently located in Québec” (s. 29). It can be your home, an office or business premises; you need a civic address with a postal code that can receive mail, and a post office box is not enough (Martel, para. 5-21). This address is public: anyone can see it in the enterprise register. If you do not want your home address shown there, declare a business address instead.
It is also where the corporation keeps its records, unless the board designates another place (ss. 31 and 34), and where it is officially reached:
A corporation’s head office is the place where third parties, including government authorities, can reach the corporation, whether for correspondence or for the service of legal proceedings.
Moving? The board of directors relocates the head office by a simple resolution within the same judicial district; to another district, a special resolution of the shareholders is required (s. 30). Either way, the change is declared to the Registraire within 30 days in an updating declaration.
Who will be the directors, officers and shareholders?
You need at least one director, who can also be the president and the sole shareholder: one person can incorporate and run their own corporation.
“The board of directors of a corporation is composed of one or more directors” (s. 106). Any natural person can be a director, except those the Civil Code disqualifies, such as a minor or a bankrupt (s. 108), and a director does not need to be a shareholder (s. 109).
The Business Corporations Act sets no restriction on the eligibility of foreigners as directors of a corporation.
Who does what:
| Role | What it is | Required? |
|---|---|---|
| Founder | Signs the articles and designates the first directors (ss. 3 to 5, 9 and 107). The role ends at constitution. | Yes, at least one |
| Director | Member of the board of directors, which manages the corporation (s. 112). The first directors hold office from constitution until the first shareholders meeting (s. 107). | Yes, at least one |
| President, secretary, treasurer | Officers appointed by the board, which creates the offices it wants (s. 116). The president, the secretary and the principal executive officer are declared in the register. | Not under the Act; our form asks you to designate at least a president |
| Shareholder | Owner of the shares, which are issued after constitution (see step 8). | Yes, once shares are issued |
The initial declaration enters in the register the name, home address and date of birth of each director, with their office, as well as those of the ultimate beneficiaries: anyone who holds or controls, even indirectly, 25% or more of the votes or of the value of the shares, or who controls the corporation in fact (Act respecting the legal publicity of enterprises, ss. 0.4 and 33). Since March 31, 2023, ultimate beneficiaries are visible in the register, and the Registraire requires a copy of an identity document for each director (Martel, paras. 5-23.1 and 10-85). The date of birth is never available for consultation, and the home address is not either if a professional address is declared for the person (ss. 35.2 and 99.1).
Three common setups:
| Situation | Directors | Shareholders | In practice |
|---|---|---|---|
| Self-employed, alone | 1 | 1 | One person holds every role and 100% of the shares |
| Two partners | 2 | 2 | Each is a director and a 50% shareholder; a shareholder agreement is recommended |
| Family business | 2 | 3 | Two active directors and one shareholder who does not manage |
What do the articles of incorporation contain in Quebec?
The articles of incorporation, officially articles of constitution, set the corporation's structure: its name, its share capital, the number of its directors and any restrictions you choose to impose on it.
The Act lists them:
For a small business, the most common choices are:
| Item | Common choice | What it means |
|---|---|---|
| Share capital | No description | A single class of shares, without par value, in unlimited number (s. 43). Creating a second class later (preferred shares, non-voting shares…) requires articles of amendment (s. 44). |
| Number of directors | A minimum and a maximum | For example 1 to 10: you can add a director without amending the articles. |
| Restrictions on business activity | None | The corporation can carry on any lawful activity. |
| Other provisions | None | Operating rules go in the by-laws, which the board adopts and amends more easily (ss. 6 and 113). |
| Date of constitution | Date of receipt | Or a later date, and even a time, set out in the articles (s. 473). |
Restrictions on the transfer of shares are decided case by case. Without a restriction, a shareholder sells their shares to whomever they want. With one, for example board approval, the corporation keeps control over who its shareholders are; Martel points out that such restrictions are needed for the corporation to be a “private issuer” under the Securities Act (para. 5-15), a status that allows shares to be issued without a prospectus. Between partners, these rules are often completed by a shareholder agreement.
How do you file for incorporation with the Registraire?
To file for incorporation, you send the Registraire des entreprises the signed articles, the initial declaration and the $397 fee ($595.50 for priority processing).
Filing the initial declaration with the articles means you do not have to file the list of directors and the notice of the head office address separately (s. 8). If you chose a name, you add the declaration on the “reasonable means” taken to check that it complies; with a number, it is not needed. Everything can be filed online.
A provincial corporation is constituted under the Business Corporations Act through the issuance of a certificate of constitution following the filing of articles of constitution.
The Registraire only checks form: that the mandatory items are completed, that the documents and fee are included, and that the name is not prohibited or identical to another one (s. 474). The rest, meaning the legality and accuracy of the content, is the responsibility of those who file (s. 469).
This lack of control over the legality of the documents filed with the registrar means that it is the interested parties, that is, those who sign or draft these documents, who must verify their legality, since they alone are responsible for them.
This is the step we take care of: from your answers to the form, we prepare the articles and the initial declaration, check them and file them with the Registraire along with the government fee. Doing it yourself, using an online service or hiring a lawyer: our comparison of incorporation services puts the options side by side.
Certificate of incorporation in Quebec: on what date does the corporation exist?
The corporation exists as of the date, and if applicable the time, shown on the certificate of constitution, commonly called the certificate of incorporation; at the same time, the Registraire assigns its NEQ.
On receipt, the Registraire records the date of receipt, draws up the certificate, deposits the articles and the certificate in the register and sends you a copy (s. 472). The certificate bears the date the articles were received, unless the articles request a later date (s. 473). At the same time, the Registraire registers the corporation: it assigns its Québec enterprise number (NEQ) and enters it in the register (Act respecting the legal publicity of enterprises, s. 37).
If the initial declaration was not filed with the articles, it must be filed within 60 days of registration (s. 38 of the same Act); it is free within that period. With our form, you usually receive the certificate, articles and NEQ within 2 to 48 business hours; an official name may take longer.
What do you do after the certificate of constitution?
Once constituted, the corporation must be organized: the board of directors adopts the by-laws, issues shares to the shareholders and appoints the officers.
A corporation with a single director does not need a meeting: a signed written resolution has the same force (s. 140). Shares are issued at the times, to the persons and for the consideration the board determines (s. 52), and a share is not considered paid until that price has been paid to the corporation (s. 53).
The issue and allotment of shares generally involve three operations: a resolution of the board of directors ordering the issue, entries in the corporation’s register of shareholders confirming it, and finally the delivery of share certificates (…)
These documents make up the minute book, which the corporation keeps at its head office: articles, by-laws, minutes and resolutions, list of directors and securities register (ss. 31 and 33). The by-laws, adopted by the board, are then submitted to the shareholders at their next meeting (s. 113).
Then come the usual steps for a new corporation:
- open a bank account in the corporation’s name;
- obtain, if applicable, your GST and QST numbers;
- file the annual updating declaration with the Registraire every year.
What information do you need to incorporate?
To incorporate, provide the name or number you want, the head office address, and for each director and shareholder their name, date of birth, home address, roles and share percentage.
Our form follows these steps in order. Here is each section, and where each answer goes:
| Form section | What we ask | Where it goes |
|---|---|---|
| 1. Contact | First name, last name, email and phone | Follow-up on your file only; nothing is filed in the register |
| 2. Name | A number or a name, its version in another language if any, and the mention inc., ltée or s.a. | Articles (step 2) |
| 3. Address | The complete head office address in Quebec | Initial declaration (step 3) |
| 4. Directors and shareholders | For each person: name, date of birth, home address, roles and percentage of shares | Articles, initial declaration and corporate records (step 4) |
| 5. Organization | Share capital, restrictions on business activity, other provisions, transfer restrictions, number of employees, main activities and date of constitution | Articles (step 5); the number of employees and the two main activities, with their activity code, go in the initial declaration |
Frequently asked questions
How long does it take to incorporate in Quebec?
About 20 minutes to fill out our form, then usually 2 to 48 business hours before you receive your certificate of constitution, articles and NEQ; a company with an official name may take longer. The corporation exists as of the date shown on its certificate of constitution.
Can I incorporate alone in Quebec?
Yes. One person can be the founder who signs the articles, the sole director, the president and the sole shareholder (Business Corporations Act, ss. 3 and 106). A sole director can even decide by written resolution, without holding a meeting (s. 140).
What is the difference between constituting and registering a corporation?
Constituting creates the legal person: it is born on the date of its certificate of constitution. Registering enters it in the enterprise register with a Québec enterprise number (NEQ). For a Quebec corporation, the Registraire does both at the same time; the initial declaration must still be filed within 60 days, unless it was filed with the articles.
Can a non-resident be a director of a Quebec corporation?
Yes. The Quebec Business Corporations Act sets no residency or citizenship requirement for directors. This differs from the federal Act, which requires at least 25% of directors to be resident Canadians.
Does the corporation need a seal?
No. The Business Corporations Act does not require a seal: in Quebec, a corporation signs through its directors and officers. A seal is still possible, but optional.
Will my home address be public?
The head office address is entered in the enterprise register and anyone can consult it: if you do not want your home address shown there, declare a business address in Quebec that is complete and can receive mail (a post office box is not enough). For directors and ultimate beneficiaries, the date of birth is never available for consultation, and the home address is not either if a professional address is declared (Act respecting the legal publicity of enterprises, ss. 35.2 and 99.1).
How do you reserve a business name in Quebec?
The Registraire des entreprises reserves a name for 90 days, on application and on payment of $27 (Business Corporations Act, s. 17). It will not reserve a name contrary to certain rules of the Act, but making sure the name complies with the law, including that it is not confusing, is your responsibility (s. 18). A numbered company needs no reservation.
What is the difference between a director and an officer?
A director sits on the board of directors, which exercises all the powers necessary to manage the corporation (Business Corporations Act, s. 112). An officer, such as the president or the secretary, holds an office that the board designates and appoints them to; officers are mandataries of the corporation (s. 116).
What are the rights of shareholders?
Unless the articles provide otherwise, every share carries three rights: to vote at any shareholders meeting, to receive any dividend declared, and to share in the remaining property of the corporation on liquidation (Business Corporations Act, ss. 47 and 48).
Can I change the name or the head office after incorporating?
Yes. The name is set out in the articles: it is changed by articles of amendment, authorized by a special resolution of the shareholders (two thirds of the votes). The head office is moved by a resolution of the board of directors within the same judicial district, or by special resolution to another district, and the change is declared to the Registraire within 30 days.
Sources
- Business Corporations Act (CQLR, c. S-31.1), ss. 3 to 11, 16 to 25, 29 to 34, 43, 44, 47, 48, 52, 53, 106 to 116, 140 and 469 to 474, text updated to June 10, 2026.
- Act respecting the legal publicity of enterprises (CQLR, c. P-44.1), ss. 0.4, 33, 35.2, 37, 38 and 99.1, text updated to June 10, 2026.
- Paul Martel, La société par actions au Québec, vol. 1, Les aspects juridiques, Wilson & Lafleur, paras. 5-4, 5-8, 5-15, 5-21, 5-23.1, 7-18, 8-75, 10-85, 14-68 and 21-22 (update 117, February 2026); quotations are our translation.
- 2026 fees of the Registraire des entreprises: see our guide to the cost of incorporating.
Steps 2 to 7 in a single form
About 20 minutes to answer, $497 all included, government fees included. We prepare, check and file your articles and initial declaration with the Registraire des entreprises.
This content is published as general information about the law and taxation applicable in Québec. It is not tailored to any particular situation, constitutes neither legal, accounting nor tax advice or a consultation, and reading it creates no professional relationship between you and Incorp-Québec.
Incorp-Québec is a service that prepares and files administrative documents, acting as its client’s mandatary (art. 2130 C.C.Q.); it is neither a law firm, nor a notarial office, nor an accounting firm, and it does not provide legal services. For advice applicable to your situation, consult a lawyer, a notary or a chartered professional accountant.
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