The annual updating declaration with the Quebec Registrar: what to file.

Who must file the Quebec annual updating declaration

The obligation comes from the Act respecting the legal publicity of enterprises. It applies to every registrant listed in the enterprise register: corporations formed under Quebec's Business Corporations Act, federal corporations governed by the Canada Business Corporations Act that carry on activities in Quebec, along with registered sole proprietorships, partnerships and most registered non-profit legal persons.

What surprises business owners most is that the declaration is due even when nothing has moved. Its whole purpose is to have you confirm, once a year, that the information published under your NEQ still matches reality. And a company that reported a change during the year must still file its annual declaration: one filing does not replace the other.

The deadline follows your income tax return

For a legal person, the filing period matches the period set for its income tax return, which in most cases means the six months following the end of its taxation year. A corporation with a December 31 year end therefore has until the following June 30. Annual registration fees are also payable each year; the amount depends on the legal form, and the fees are generally collected by Revenu Québec depending on how you file.

Since the transparency rules took effect on March 31, 2023, every corporation first had to send a declaration directly to the Registraire to record its ultimate beneficiaries. Once that step is done, a company whose file is complete and unchanged can, as a general rule, meet its obligation to file its annual declaration by answering the question provided for this purpose in its Quebec income tax return, without having to file a form with the Registraire des entreprises. As soon as any information needs updating, however, the declaration must instead be filed online, directly with the Registraire.

What you confirm or update every year

The declaration walks through the company's entire public file: its legal name and the other names it uses in Quebec, the address of its head office and establishments, its directors and senior officers, its two main business activities with the CAE code, the number of employees in Quebec and its three largest shareholders.

Since March 31, 2023, the file also covers ultimate beneficiaries: with limited exceptions, the individuals who hold or control, directly or indirectly, 25 percent or more of the voting rights or of the fair market value of the shares, or who exercise significant influence over the company. Their date of birth is sent to the Registraire but never published, and a professional address can be declared to keep a personal home address off the register.

Before filing, take five minutes to reread your company file using the tool covered in our guide to searching the Quebec enterprise register, then compare it with your internal records. Our article on corporate records and registers explains how to keep the minute book aligned with the public register.

Annual, current or correction: three distinct declarations

The annual declaration periodically confirms the file. The current updating declaration is filed during the year, within 30 days of a change: a director who leaves, a head office that moves, a new ultimate beneficiary. A request for correction, finally, fixes information that was inaccurate when it was filed.

Mixing up the three leads to stale files or declarations filed at the wrong time. We devoted a full article to the current updating declaration and the correction, with concrete examples for choosing the right vehicle.

Fines and striking off: what forgetting really costs

Skipping the declaration is not trivial. The Act respecting the legal publicity of enterprises provides for fines against a registrant in default, and extra charges can be added to annual fees paid late. Above all, after two consecutive missed annual declarations, the Registraire may strike the registration off ex officio. For a company constituted in Quebec, that striking off legally results in its dissolution, which can carry major legal consequences.

Revoking a striking off remains possible in most cases: you must file every missing declaration, pay the fees due and apply to the Registraire. In practice, though, the default tends to surface at the worst moment, during a financing, a sale or a real estate transaction, when the bank or the notary pulls up the register. A calendar reminder beats an emergency cleanup. Where the striking off has dissolved the corporation, revoking it will in principle have a retroactive effect, as though the corporation had never been dissolved, subject however to rights acquired by third parties.

FAQ

Q: Nothing changed in my company this year. Do I still have to file?

A: Yes. The annual updating declaration exists precisely to confirm that the information in the register is still accurate, whether or not anything changed.

Q: Can I file my annual update through my income tax return?

A: As a general rule, yes, if your file is complete, ultimate beneficiaries included, and no information is changing. Otherwise the declaration must be sent directly to the Registraire.

Q: Does a federal corporation file this declaration on top of its Corporations Canada annual return?

A: Yes. The federal annual return and the annual updating declaration in the Quebec register are two separate obligations, each with its own deadline.

It is worth noting that Corporations Canada is very strict about the duty to file annual returns, and the dissolution process for a corporation is triggered automatically after two late annual returns. Its revival process is also longer and more complex than Quebec's.

Q: My company was struck off for failing to file. Can this be reversed?

A: In most cases, yes: file the missing declarations, pay the outstanding fees and apply to the Registraire to have the striking off revoked.

A missed deadline, a doubt about your ultimate beneficiaries or a striking off to reverse? Contact our team: we will bring your register file back into good standing and set up the annual follow-up.