Incorporating a construction business in Quebec follows a precise order: you create the corporation first, then apply for the RBQ licence in the company's name. The contractor's licence belongs to the business that performs the work, not to the person who passed the exams. For a contractor in Laval or greater Montreal, making the switch without shutting down job sites takes some planning. Here is how the corporation, the RBQ and the CCQ fit together.
Why construction contractors incorporate
Few industries concentrate as much risk as construction: a job-site accident, a construction defect discovered years later, a subcontractor claim, a dispute over extras. As a sole proprietor, your personal assets (house, savings, equipment) stand behind every one of those claims. A corporation is a separate legal person: as a general rule, it signs the contracts, it gets sued, and shareholder liability is limited to what was invested. The shield is not absolute (a personal fault remains personal, and guarantees signed in your own name sit outside it), but the gap with a sole proprietorship is considerable.
Tax advantages follow: a reduced rate on the first profits through the small business deduction, tax deferral when you leave money in the company to buy equipment, and room to plan a sale or a succession. In Quebec, access to the reduced rate depends among other things on an hours-worked test; have a tax professional confirm your numbers. Many project owners and general contractors also prefer dealing with a corporation in good standing. To weigh the right timing against your revenues, see our article on when to incorporate.
The RBQ licence belongs to the company, not to you
The Building Act requires a contractor's licence to carry out or have construction work carried out, and the Régie du bâtiment du Québec (RBQ) issues that licence to the person or entity operating the business. Your new company is a distinct legal person: your personal licence does not cover it, because a licence cannot be transferred from one entity to another. The company must obtain its own RBQ licence, with its own subclasses, before bidding on or signing any construction contract.
This is the classic transition trap: the contractor incorporates, starts invoicing under the new name, then discovers the company has been working without a licence. The consequences are serious: statutory fines, trouble enforcing payment for the work, and a stained record with the RBQ. Until the company's licence is issued, contracts must stay in the current holder's name.
The répondant: the qualification that follows the person
Every licence rests on one or more répondants (guarantors): people who have demonstrated their knowledge in administration, safety management on job sites, project and worksite management, or execution of construction work, depending on the subclasses requested. For a company, the répondant must hold a real position in the business, as an officer or a shareholder for example.
The good news: the qualification is attached to the person. In most cases, a contractor already qualified as répondant of a sole proprietorship can act as répondant for the new company without rewriting the exams. The RBQ reviews each application on its own facts, and its requirements evolve; always check the current rules before filing.
Incorporating a construction business in Quebec: the right sequence
Create the corporation first: file the articles of incorporation with the Registraire des entreprises (or Corporations Canada), obtain the certificate and the NEQ, complete the legal organization, and design share capital that fits your reality, whether that means a future partner or dividend flexibility. Our step-by-step guide covers that portion, and our Quebec incorporation page summarizes the whole process.
Once the company is registered, file the licence application in its name: répondant designation, licence security, information on the officers. While it is being processed, keep your personal licence active and finish current contracts under the old structure. The handover then happens cleanly: new contracts go under the company's name only once its licence is in hand.
CCQ, bonding and insurance: what changes
If your work falls under the Act respecting labour relations, vocational training and workforce management in the construction industry (the R-20 Act), the company becomes the employer for CCQ purposes: registration with the Commission de la construction du Québec, monthly reports and competency certificates for workers on site. Independent-contractor status does not carry over automatically: as a general rule, the corporation instead designates a representative (a shareholder or director) allowed to perform work personally, under specific conditions. Here again, confirm your situation with the CCQ before making the switch.
On the guarantee side, plan for the licence security the RBQ requires and, for new residential construction, accreditation with Garantie de construction résidentielle (GCR). Bid and performance bonds on larger projects rest on the company's financial statements: a brand-new corporation has no track record, and the surety will often require personal guarantees in the early years. Your insurance policies (liability, equipment, vehicles) must also be rewritten in the corporation's name before its first job site.
FAQ
Q: Can I transfer my personal RBQ licence to my new company?
A: No. A licence is not transferable: the company must file its own application with the RBQ. Your qualifications as répondant do follow you, however, and are generally recognized without new exams.
Q: Do I need to incorporate before applying for the RBQ licence?
A: Yes. The licence is issued to the entity operating the business, so the corporation must exist, certificate of incorporation and NEQ in hand, before the application is filed in its name.
Q: Does my company have to register with the CCQ?
A: If it performs work covered by the R-20 Act with employees, yes: employer registration, monthly reports and competency certificates. Some work falls outside R-20; verify your case.
Q: Can I keep working during the transition?
A: Yes, under your current licence and structure. Do not sign any contract in the company's name, though, until its RBQ licence has been issued.
Getting ready to make the move? Contact our team: Me Jimmy Oppedisano incorporates your company with share capital built for the construction industry and coordinates the sequence with your RBQ licence application.
A specific question? Book 15 min with your lawyer
It's free.