Incorporation is the legal act that creates a corporation, a legal person separate from its founders. The company incorporation documents in Quebec fall into two families: those that create the corporation, meaning the articles and the certificate of incorporation, and those that place it on the public register, meaning the initial declaration and the NEQ. Here is what each term covers, where every filing goes and the order in which it all happens.
Incorporation: the act that creates the corporation
Incorporating means asking the state to create a legal person. From the date shown on the certificate of incorporation, the corporation exists: it can own property, sign contracts, and sue or be sued in its own name. In Quebec French you will often see « constitution en société par actions »; it describes exactly the same operation.
Two regimes are available. The Business Corporations Act (Quebec), the QBCA, governs provincial corporations: the articles are filed with the Enterprise Registrar, the REQ. The Canada Business Corporations Act, the CBCA, governs federal corporations: the filing goes to Corporations Canada. The right choice depends, among other things, on name protection, your expansion plans and certain governance rules. Our incorporation in Quebec page compares the two regimes in more detail.
One clarification that prevents surprises: incorporating a company does not open tax accounts or register you with Revenu Québec for GST and QST. Those are separate steps that come after incorporation.
Registering a company: entering Quebec's public register
Registration, called immatriculation in French, means entering a business in the Quebec enterprise register, a public register kept by the Enterprise Registrar under the Act respecting the legal publicity of enterprises. Registration assigns the business its Quebec enterprise number, the NEQ, and makes certain information public: address, directors, main shareholders.
« Registering a company » is everyday language rather than a precise legal step. In Quebec, it almost always refers to registration in the enterprise register. When a client asks us to register a company, we clarify the goal first: create a new corporation (an incorporation) or list an existing business in the register (a registration).
Good news for Quebec corporations: incorporation under the QBCA triggers registration automatically, with no extra formality. A federal corporation, on the other hand, must file a registration declaration with the REQ, as a rule within 60 days of starting to carry on activity in Quebec. Note that a corporation can register in more than one province; in fact, it is generally required to register in each province where it has an establishment.
The company incorporation documents in Quebec: articles, certificate, initial declaration and NEQ
The articles of incorporation are the corporation's founding document. They set out the chosen name (or a numbered designation), the share capital, the classes of shares and their rights, and any restrictions on share transfers. This is the document you file with the REQ or Corporations Canada, depending on the regime.
The certificate of incorporation is the state's answer: it attests that the corporation exists as of the date it shows. Think of it as your company's identity card; it is what the bank will ask for when opening the business account.
The initial declaration completes the corporation's public file. It must be filed with the REQ within 60 days of incorporation. It discloses the directors, the three main shareholders (in order of voting rights), the addresses of the establishments and, since March 2023, the ultimate beneficiaries.
The NEQ, finally, is not a document but a ten-digit identifier assigned upon registration. You will use it in almost every exchange with Quebec ministries and agencies.
REQ or Corporations Canada: where each filing goes, and in what order
The basic rule is simple: provincial incorporation happens at the REQ, federal incorporation at Corporations Canada, and registration always happens at the REQ. A federal corporation active in Quebec therefore ends up with a Quebec file and an NEQ as well.
In practice, the steps follow one another like this. You first choose a compliant name and check its availability, or opt for a numbered designation. You then file the articles of incorporation. The state issues the certificate; provincially, registration and the NEQ follow automatically. You file the initial declaration within the deadline, then complete the corporation's legal organization: by-laws, share issuance, minute book. From then on, an annual updating declaration keeps the public file current, year after year.
For a step-by-step overview of the whole process, see our guide on how to incorporate a business in Quebec.
FAQ
Q: What is the difference between incorporating and registering a company?
A: Incorporation creates the legal person; registration enters the business in the public register and assigns it an NEQ. In Quebec, provincial incorporation triggers registration automatically.
Q: Is « registering a company » an official term?
A: No. In everyday usage it refers to registration in the Quebec enterprise register. Depending on your goal, the exact procedure will be an incorporation or a registration.
Q: Does a federal corporation have to register in Quebec?
A: As a rule, yes, as soon as it carries on activity there: it files a registration declaration with the REQ within 60 days.
Q: What is the NEQ?
A: The Quebec enterprise number is a ten-digit identifier assigned upon registration. It serves as your reference with Revenu Québec, the CNESST and most agencies.
You now know exactly what to ask for: a properly incorporated company, with articles that fit your project. Fill out our online incorporation form and Mtre Jimmy Oppedisano takes care of the articles, the filings and the initial declaration.
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