No: you are not legally required to hire a lawyer to incorporate in Quebec. Anyone can file articles of incorporation directly with the Registraire des entreprises or Corporations Canada. The better question is what a lawyer actually adds to the process, and when doing it yourself remains a defensible choice. Here is an honest look at both paths.
No, the law does not require a lawyer
Quebec's Business Corporations Act (the QBCA) lets anyone form a corporation by filing articles of incorporation with the Registraire des entreprises (REQ). Federally, the Canada Business Corporations Act (CBCA) works the same way through Corporations Canada. Neither statute requires a lawyer or a notary to be involved.
In practice, an entrepreneur can complete the online forms, pay the government fees, obtain a NEQ and receive a certificate of incorporation without ever consulting a legal professional. We walk through the steps in our guide on how to incorporate a business in Quebec.
Things get more complicated after the certificate. Forming the corporation is the easiest part of the project; structuring it properly is the part with lasting consequences for your taxes, your partners and any future sale.
What a lawyer adds when you incorporate in Quebec
The first thing a lawyer brings to a Quebec incorporation is thorough, compliant articles of incorporation. Do-it-yourself filings often end up with a single class of common shares. Well-drafted share capital instead provides several classes: voting and non-voting shares, discretionary dividend shares, preferred shares useful for an estate freeze or a future investor. These choices are made when the articles are drafted, and they set your corporate and tax flexibility for years. The lawyer will also include restrictions on share transfers so that the corporation has private issuer status.
The lawyer then completes the legal organization of the corporation, the step most often skipped by cut-rate services: organizational resolutions, by-laws, proper share issuances, up-to-date registers, all assembled in a complete minute book (electronic or paper).
Finally, a business formation lawyer looks at the related questions: shareholder agreements, choosing between provincial and federal incorporation, and obligations under the Act respecting the legal publicity of enterprises, including the initial declaration. Our Quebec incorporation page sums up the full process and our related services.
Repairing a botched incorporation, what it involves
A poorly executed incorporation can be fixed, but rarely in five minutes. Adding missing share classes requires articles of amendment filed with the Registraire des entreprises, sometimes with a share exchange to reorganize existing holdings. If shares changed hands without resolutions or registers, the history has to be reconstructed, past actions ratified and the issued and outstanding shares documented.
The minute book then has to be built or rebuilt: creating corporate registers, resolutions to regularize the file, REQ filings to bring up to date. In most cases, this catch-up work takes more time and fees than a proper structure would have required at the start, especially when it happens under pressure, right before a financing or a sale.
FAQ
Q: Can a notary incorporate my business too?
A: Yes. In Quebec, both lawyers and notaries can prepare articles of incorporation and organize a corporation. What matters is choosing a professional who regularly practices corporate law.
Q: How much does incorporating with a lawyer cost?
A: Fees vary with the structure chosen and the documents required. See our services page for current pricing on our incorporation packages.
Q: Can I change my articles after incorporating?
A: Generally yes, through articles of amendment filed with the REQ or Corporations Canada. The amendment can be more involved once shares have already been issued. The amendment can also apply retroactively by way of a correction to the articles.
Q: Is incorporating with a lawyer slower?
A: Not necessarily. Once your information is gathered, filing happens on a comparable timeline, and you receive a complete minute book from day one.
Want a corporation that is properly structured from day one? Fill out our online incorporation form and Me Jimmy Oppedisano prepares your complete file, tailored articles and minute book included.
A specific question? Book 15 min with your lawyer
It's free.