Incorporation in the province of Quebec for non-Canadian residents | RJQ

Incorporation in the Province of Quebec for Non-Canadian Residents


Me Marc Gélinas, avocat, MBA, Jurismedia inc, Montreal


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Introduction

The province of Quebec is an ideal gateway to the North American market. As a bilingual province (French and English), working in various languages is a way of life. For foreign corporations (companies) wishing to tap the North American market, setting up in Montreal or in another city in Quebec may be the perfect evolution.

Corporation Types

Two types of corporations can be formed in the province of Quebec:

  • Provincial corporation (a Quebec Inc.), or
  • Federal corporation (a Canada Inc.)

A Federal corporation would be used if you wish to eventually set up a satellite office in other provinces in Canada. If you were to have an office in the province of Quebec only, a provincial corporation would be right for you. A provincial corporation in no way limits your right to do business or export anywhere in the country or in the rest of the world. A provincial corporation costs also a few hundred dollars less to create.

Restrictions for Non-Canadian Residents

Federal:

    Directors: the board must include at least 25 % Canadian residents. If the corporation has less than four directors, at least one of them or the unique director must be a Canadian resident.

    Shareholders: no restrictions in regards to nationality/residency of the shareholders.

    Head office: must absolutely be in Canada and must be in the province stated in its articles of constitution. IF the head office was to change, the articles of constitution must be changed.

    Corporation name (case being since a numbered company can be constituted – for example “1234567 Canada Inc.”): must be in English, French, in both languages or a combined form of both languages.

Provincial:

    Directors: no restrictions in regards to the residency of directors.

    Shareholders: no restrictions in regards to the residency of shareholders.

    Head office: must absolutely be in the province of Québec.

    Corporation name (case being since a numbered company can be constituted – for example “1234-4567 Quebec Inc.”): must be in French but an English version can be included.


Last update: July 30, 2018


Disclaimer This article has been prepared for the intended reference by interested individuals and is not intended to create an attorney - client communication. This information is available through The Quebec Network without any guarantee relative to its content or its accuracy and thus it should not be interpreted as constituting legal advice. If you need legal advice of any kind, you should consult an attorney.

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