Legal information

  • Often entrepreneurs will hold the shares of their operating company through a management company, instead of holding the shares directly. We present an overview of the advantages of such a structure. Asset protection An operating company may be at risk of legal action, particularly if it is active in a high-risk area in terms of civil and contractual liability. It may also be at risk if business does not go as planned.
  • It is quite common for an incorporation to be carried out by the entrepreneur himself, instead of entrusting this task to a competent lawyer. We offer you a list of consequences that frequently occur in such a situation, and which make it strongly recommended that a professional be mandated to incorporate a company. Lack of legal organisation The mere fact of filing articles of incorporation and obtaining a certificate of incorporation
  • In Quebec and Canada, a corporation is legally constituted on the initiative of a "founder" (incorporator). This is the person who signs the articles of incorporation and applies to government authorities for a certificate of incorporation attesting to the creation of the company. Unlike in the United States, the role of the incorporator in Canada is extremely limited: he or she signs the articles of incorporation (of
  • Choice of Jurisdiction Before incorporating a company, it is necessary to determine whether you wish to incorporate under the provincial or federal system. The differences between these two incorporation regimes are discussed in other articles on our blog. A question we are often asked before the incorporation process is: will it be too late to change the incorporation regime once the incorporation is done? The answer is no, it will not be too late. Continue under another
  • Separate entity A corporation (company) is a separate entity with its own legal personality. As such, the Canadian tax system provides for special taxation to govern the taxation of corporations. A corporation is subject to a corporate tax rate, the rate of which can change depending on the amount of income and the type of income. The following are some (but not all) features of the corporate tax system. Deductions for
  • Registration Registration (or lack thereof) with the GST and QST files can have significant tax implications for a company. These include the right to claim input tax credits (ITCs/ITRs) for business expenses, or certain tax elections allowing certain supplies to become non-taxable (e.g., the sale of all or substantially all of the assets of a business). What the law provides First, under section 240 of the
  • Compared to starting a business via a corporation (company), starting a sole proprietorship is legally and administratively simple. Indeed, while the corporation is a separate legal entity that requires the completion of various corporate formalities, the sole proprietorship is a business operated by the natural person who is the owner. If the business owner operates the business solely under his or her first and last name, other than through a
  • In general, the articles of incorporation of a company provide for different classes of shares as authorised share capital. Authorised share capital means that these shares can be issued by the company, but are not necessarily issued. Unless otherwise specified in the articles, the authorised share capital is unlimited, as an unlimited number of shares may be issued. Furthermore, if the articles do not provide for several classes of shares, the company will be deemed to have only one class,
  • Filing the Articles of Incorporation When filing the Articles of Incorporation for the purpose of incorporation, the legal name of the corporation (corporate name) must be entered or a numerical designation (numbered company) must be requested in lieu of a corporate name. The corporate name of the company usually ends with "inc." or "ltd.", or other equivalents permitted by law. It is also possible to register, at the

 

The information contained in the articles on the IncorporationQuebec.net website does not constitute legal opinions, and is only general information intended to popularise certain legal concepts relating to company law or SME taxation. The information contained in the articles may not be applicable to certain specific cases. Pronto Corporate Services Inc. and the author of the texts are not responsible for any error, inaccuracy or out-of-date information that may be contained in the articles.

August 11, 2021

Changing a provincial corporation to a federal corporation (and vice versa)

Choice of Jurisdiction Before incorporating a company, it is necessary to determine whether you wish to incorporate provincially or federally. The differences between these two
August 31, 2021

Who can act as a "founder"?

In Quebec and Canada, a corporation is legally constituted on the initiative of a "founder" (incorporator). This is the person who
September 14, 2021

Consequences of incomplete incorporation

It is quite common for an incorporation to be carried out by the entrepreneur himself, instead of entrusting this task to a competent lawyer. We can help you
September 22, 2021

The advantages of a management company

Often entrepreneurs will hold the shares of their operating company through a management company, instead of holding the shares directly. We
October 4, 2021

Shareholder, director and officer : explanations

Within a corporation (company) there are different titles and functions. Often these titles and functions are all held by the same person, particularly
October 16, 2021

Canadian and US companies: notable differences

Over the decades, Canadian corporate law has developed in such a way that today there are several notable differences between corporations incorporated in the United States
November 12, 2021

Paid-up capital: basic principles

Paid-up capital is a fundamental concept in the Canadian tax system. It is the "tax" equivalent of legal capital, i.e., issued and paid-up share capital
November 25, 2021

Characteristics of rolling actions

One class of shares that is often found in corporate share structures and often included in the articles of incorporation is the
December 3, 2021

Beware of quacks in the field of incorporations

When considering an incorporation mandate, it is important to do some due diligence with the prospective service provider beforehand. Dozens of