Guide to Choosing the Legal Form for Your Business in Quebec

The Different Legal Forms Of Business

There are more than a dozen legal forms of businesses in Quebec. Each of them has its own legal status, advantages and disadvantages, requirements, and tax obligations. Here is more information about each of these legal forms.

Legal Form Of Business – Sole Proprietorships

A sole proprietorship is a business operated by a single individual, often referred to as a self-employed worker or freelancer. The business does not have a distinct legal status from its owner. Therefore, you are personally liable for the debts and obligations of the business. Additionally, you can choose a name other than your personal name to identify your business. This is the simplest and most common form of business.

Pros:

• Easy to create and set up
• Simplified Taxation
• Flexibility
• Various government grants
• The option to use or not use your personal name to identify your business.

Cons:

• Personal liability (you are responsible for the company’s debts)
• Personal financial risk due to personal liability
• Limited access to tax benefits
• Limited to certain industries that may require a specific legal form
• Lack of resources if unable to work

Requirements:

• Obtain a business number (NEQ) from the Registraire des entreprises
• GST/QST registration – certain conditions apply
• Preparing your tax returns
• Installment payments – certain conditions apply
• Maintain an accounting record.
• Pay Employment Insurance and Québec Pension Plan contributions Quebec (QPP)
• Open a business account – try our bank account comparator

Legal Form Of Company – Business Corporation (Corporation)

A corporation, also known as a legal person or a company, is a distinct legal entity. What sets it apart is that it has specific rights and obligations, determined by the Business Corporations Act. Profits are distributed among shareholders.

Pros:

• Limited liability of shareholders
• Credibility with authorities, potential customers and investors
• Flexibility for growth
• Access to capital
• Transferability of shares

Cons:

• More complex management
• Administrative burden
• Initial costs to form the company
• Limited control
• Possible double taxation
• Increased regulation

Requirements:

• Obtain a business number (NEQ)
• Record-keeping
• Financial and tax reports
• Board of Directors (directors elected by shareholders)
• Shareholders’ rights

Legal Form Of Company – General Partnership (S.E.N.C.)

A general partnership (S.E.N.C.) relies on the participation and personal responsibility of each partner. Under a collective name, two or more people can operate such a partnership. This is why we see professional firms such as lawyers, notaries and dentists displaying a banner composed of the name of each partner. Since it has its own registered office and name, it can also take legal action (be sued or sue another entity).

Pros:

• Stability stemming from trusted relationships within the partnership (family businesses, long-standing relationships)
• Equitable participation for close collaboration and harmonious relations
• Flexibility in the distribution of responsibilities and benefits
• Complementary expertise provided by associates from different backgrounds

Cons:

• Administrative complexity due in particular to tax compliance
• Unlimited liability of partners for company debts and obligations
• Potential disagreements over decisions to be made jointly concerning the management and growth of the business
• Complex transfer of ownership
• Limited access to capital
• Precarious stability (e.g. a partner who dies)

Requirements:

• Obtain a business number (NEQ)
• Collective business name
• Registers and accounting
• Withdrawal or termination procedures.
• Associates’ consent to share transfer

Corporate Form – Limited Partnership (S.E.C.)

A limited partnership (S.E.C.) consists primarily of one or more general partners and one or more limited partners. The latter are required to contribute to the common funds of the partnership. It must propose a common name for the partners. The general partners manage and represent the company. They provide the expertise needed to keep the organization running. For their part, limited partners provide capital in the form of money or goods. In addition, this contribution determines their liability for the company’s debts.

Pros:

• Limited liability for limited partners (based on the value of their sponsorship)
• External investment (allows limited partners to invest without being involved in management)
• Management and expertise provided by general partners (active partners)
• Flexible management structure

Cons:

• Legal complexity
• Unlimited liability of limited partners for obligations such as corporate debts
• Difficulty attracting sponsors
• Potential for conflict between limited and general partners, who may sometimes disagree on the ideal management of the company.

Requirements:

• Creating a partnership contract called a Limited Partnership Agreement
• Creation of a Board of Directors
• Minimum of one general partner and one limited partner
• Adhering to naming rules.
• Company registration
• Special procedures for contract amendments

Legal Form Of Company – Joint Venture

The joint venture is made up of partners acting in their own name, on behalf of all. This legal form is not considered a legal entity. In other words, it has no legal personality. In Quebec, if you are an unregistered general or limited partnership, then you are considered a joint venture.

Pros:

• Adaptability
• Easy to terminate
• Individual control
• Flexibility
• No minimum capital required to generate profits
• Administrative and accounting simplicity

Cons:

• Unlimited liability
• No separate legal personality
• No specific tax recognition
• Complex relationships – risk of conflict
• Difficulty in obtaining financing

Requirements:

• Creating a partnership agreement
• Partners’ contributions
• Clear common objectives
• Profit and loss sharing

Legal Form Of Company – Non-profit Legal Entity

A not-for-profit legal entity is a group of people who carry out activities on a not-for-profit basis. Rather, it carries out its activities for cultural, social, educational, philanthropic, religious, scientific, artistic or other purposes. No profits may be distributed among its members, and it must set up a board of directors whose members are elected by the organization’s members.

Legal Form Of Company – Cooperative

A cooperative comprises companies or individuals with a common economic, social or cultural interest. They join forces to run a business. The cooperative is a legal entity distinct from its members.

Other Types of Businesses in Quebec

Now that we’ve covered the most common legal forms, here’s a look at some of the other forms that exist:

• Association: a group of people united by a common interest other than the realization of profits to be shared among its members.
• Trust: legal structure whereby a person entrusts the administration of his or her assets to a third party, in accordance with the terms set out in the deed of incorporation.
• Grouping of individuals: a gathering (other than an association) of two or more people with a common goal, whether for profit or not.
• Condominium syndicate: a legal entity governed by the Civil Code of Quebec, formed by all the co-owners of a divided co-ownership, primarily for the management of common areas and the maintenance of the building.

Factors to Consider and Practical Tips for Choosing the Legal Form of Your Business

The right choice of legal form for your business depends on a number of factors. These factors vary greatly from one entity to another. That’s why choosing the right legal form requires careful consideration. In such cases, you may wish to enlist the help of a professional, such as a legal advisor or accountant, to guide you in the right direction.

Here are the main points to consider:

• Industry and field of activity
• Company size and potential growth
• Long-term objectives
• Number of associates, partners and investors (if any)
• Financial resources
• Local or international regulations
• Personal liability
• Level of administrative complexity

How To Register Your Company In Quebec

The procedure for registering a company at Quebec is fairly straightforward. Among other things, it aims to consolidate information on companies and individuals doing business in Quebec in the Registraire des entreprises du Quebec (REQ). Once your company’s registration is complete, the REQ will assign you a Quebec business number (NEQ), which you can use to identify yourself. Find out more:

Business Credit Cards

To improve your company’s efficiency and financial management, you can compare and take out a business credit card. These offer several advantages, including improved cash flow management, separation of business and personal expenses, and the ability to earn points and rewards. Here are the most frequently recommended business credit cards:

But there are many others. To make your search for business credit cards easier, consult our guide to the best credit card offers in Canada and our credit card comparator. Tip: select the « SME » search field to see only the selection of cards dedicated to entrepreneurs.

Bottom Line

Choosing the legal form of your business is crucial, as it will have an impact on your company’s legal status, responsibilities and tax obligations. This guide presents the main legal forms of business in Quebec, but don’t hesitate to consult a professional, such as a legal advisor or accountant.

Frequently Asked Questions About Legal Forms Of Business