Legal Publicity of Enterprises

Expertises connexes

In Quebec, businesses are subject to an obligation to register with the Registraire des entreprises du Québec (hereinafter the “REQ”). This obligation is provided for by the Act respecting the legal publicity of enterprises¹ (hereinafter the “Act”) and allows for the keeping of an up-to-date and public register, thus offering free access to reliable information on enterprises operating in the province.

Section 21 of the Act sets out the businesses subject to this registration requirement² , including businesses incorporated in Quebec, as well as the one carrying on business in Quebec, regardless of their legal form³ .

In order to be registered, reporting businesses must file a declaration of registration with the REQ, or, in the case of certain legal persons, file their constitutive act⁴ . However, in each of these cases, an initial declaration must first be filed⁵ . The declaration of registration must be filed within 60 days of the birth of the obligation, i.e. when the business begins its activities in Quebec or when the Quebec business is incorporated. In addition, to complete the registration, businesses must pay certain fees⁶ .

It is also important to mention that the Act provides for certain requirements relating to the name of a business, which are set out in its section 17. The REQ will refuse the registration of a business if its name contravenes the following conditions⁷  :

1. is not in conformity with the Charter of the French language (chapter C-11);
2. includes an expression which the law reserves for another person or prohibits the registrant from using;
3. includes an expression that evokes an immoral, obscene or scandalous notion;
4. incorrectly states the registrant’s juridical form or fails to state its juridical form when required by law, in view of the standards for the composition of names determined by regulation of the Government;
5. falsely suggests that the registrant is a non-profit group;
6. falsely suggests that the registrant is, or is related to, a public authority mentioned in the regulation of the Government;⁸

Reporting businesses are also required to file an annual update declaration and pay the related fees⁹ . An update declaration must be filed within 30 days following a change in the administration or nature of the business¹⁰

Failure to comply with the above registration requirements will result in monetary consequences under the Act¹¹ .

Bernier Fournier’s team of lawyers specialized in business law will be able to advise and guide you in order to meet these requirements and achieve your objectives.

¹ Act respecting the legal publicity of enterprises, RLRQ c. P-44.1 (hereinafter the “Act”).
² Section 21 of the Act.
Sections 22 and 23 of the Act provide for businesses that are exceptionally exempt from the requirement to register with the Registraire des entreprises.
³ Section 25 of the Act; The exercise of an activity in Quebec is largely defined by the Act.
⁴ Section 30 of the Act.
⁵ Id.
⁶ Schedule 1 of the Act.
⁷ Art. 36 (1) LPLE.
⁸ Section 17 para. 1 (1) to (6) of the Act.
⁹ Section 45 and Schedule 1 of the Act.
¹⁰ Section 41 of the Act.
¹¹ Section 75 and seq. of the Act.