Incorporation, verified step by step.
Incorporation creates a legal person by filing articles with the Registraire des entreprises (REQ), under Québec's Business Corporations Act (CQLR c. S-31.1). NotarIA re-reads articles, resolutions and shareholders' agreements against Québec law and cites its findings; the notary decides.
NotarIA Team · July 19, 2026 · 7 min read
The essentials
Incorporation is the operation that brings into being a legal person distinct from its founders: it holds its own property and answers for its own debts. In Québec, the classic route is a business corporation governed by the Business Corporations Act (CQLR c. S-31.1), which requires filing articles of incorporation with the Registraire des entreprises (REQ).
The corporation must then be registered and keep its corporate records up to date — articles, by-laws, resolutions, registers of shareholders and directors. These formalities are no detail: they are generally what gets checked in a financing or a business sale. The following is informational; the choice of form and jurisdiction (Québec or federal) depends on the file.
Watchpoints
Five workstreams not to leave to chance.
Choosing the form
Business corporation, non-profit, sole proprietorship: the form drives liability, taxation and governance; it is chosen according to the project, with the notary.
Articles and registration
The articles set out notably the name, the share capital and the classes of shares; REQ registration keeps the corporation's public information up to date.
The shareholders' agreement
It organizes relations among shareholders — share transfers, governance, exit; missing or poorly calibrated, disputes get settled later, and at greater cost.
The corporate records
Registers, resolutions and share issuances must be kept up to date; incomplete records weaken the proof of shareholders' rights.
Annual follow-up
Updating declarations and annual resolutions: recurring formalities whose neglect can eventually lead to striking off — the notary tracks them.
What the copilot checks
The copilot re-reads articles, resolutions and agreements like a vigilant peer.
Missing clauses by act type
The documents are compared to the requirements of the "corporation" act type; omissions are flagged.
Outdated references
Repealed or replaced statutes cited in the documents are spotted, with the current reference.
Inconsistencies
Gaps between articles, resolutions and corporate records — share capital, classes of shares, directors — flagged for review.
A cited finding — the notary decides
Every finding is cited to its source and graded by severity; the notary confirms, rejects or finalizes. Never the AI.
Frequently asked questions
Do you need a notary to incorporate in Québec?
Not necessarily for filing the articles, which can be done with the REQ. In practice, the notary gets involved to structure the share capital, the shareholders' agreement and the real-estate or family aspects of the file.
Provincial or federal incorporation?
Both regimes coexist; the choice depends notably on the territory of activity and the intended name. It is decided case by case — your notary compares the effects for your project.
What should corporate records contain?
Generally: articles and by-laws, minutes and resolutions, registers of shareholders, directors and share issuances. Up-to-date records are the proof of rights in the corporation.
Incorporate on solid ground.
Request a demo: the copilot re-reads your articles and resolutions before filing.
Assistant — not legal advice. The notary reviews, signs and decides on every act.