How Much Does It Cost to Incorporate in Quebec? The Real Total, Federal Included

Incorporating a business in Quebec costs $397 in government fees. On top of that come professional fees, which range from about $100 to more than $1,500 depending on what is actually included. Government fees are fixed and public, while professional fees explain almost the entire gap between the prices you see advertised.

Key points

• Incorporating a business in Quebec costs $397 at the Registraire des entreprises for the certificate of incorporation. It is a fixed fee, the same for everyone.
• Federal incorporation is advertised at $200, but a federal corporation doing business in Quebec must also register there. The real total comes to $610.80, more than a Quebec incorporation.
• The initial declaration is free, and so is the annual updating declaration. What costs $106 a year is the annual registration fee, paid at the same time as that declaration.
• Reserving a name is optional and costs $27. A numbered company does not need one.
• Professional fees do not pay for filing the form. They pay for advice on the legal structure that fits your situation, the share capital, the minute book and the resolutions, in other words what is expensive to fix later.

How much does it cost to incorporate in Quebec, in total?

The price of an incorporation is made of two parts that have nothing to do with each other.

The first part is fixed. These are the fees paid to the Registraire des entreprises du Québec to legally create the corporation. They are published by the Quebec government, are the same for everyone, and nobody can negotiate them. For a Quebec business corporation, it amounts to $397.

The second part varies a lot. These are the fees of the person who prepares the file. Offers on the market range from about $100 to more than $1,500. The price depends on what is actually included in the service, and on the experience of the person providing it.

Naturally, a price advertised at $100 does not include the Registraire’s fees. But even above $397, always check whether the amount advertised includes government fees or not. On our side, we display our fees and state clearly that government fees are added on top.

Is federal incorporation cheaper?

At first glance, you might think that incorporating federally costs less than incorporating in Quebec. But if your business is in Quebec, be careful.

On Corporations Canada’s website, incorporating online costs $200. In Quebec, it costs $397. The conclusion seems obvious: federal incorporation would cost almost half as much.

Except that a federal corporation that carries on business in Quebec, or has its head office there, must also register with the Registraire des entreprises du Québec. This is not an optional formality: it is an obligation, and it costs the same $397 as a Quebec incorporation.

Item	Quebec corporation	Federal corporation operating in Quebec
Incorporation	$397	$200
Name search	Optional ($27)	$13.80 (federal name search, word name only)
Registration in Quebec	Included	$397
Total to get started	$397	$610.80

In other words, a federal incorporation costs about $214 more at the start, not $197 less. And the gap continues every year in running the business, because you have to keep both the federal register and the Quebec register up to date. The annual fees of both registers are relatively low, but that remains two updates to file instead of one.

This does not mean federal incorporation has no value for a business based in Quebec, but the two advantages people most often credit it with deserve some nuance.

Name protection. When you incorporate federally, the name search covers all of Canada. That is useful, but the protection it gives you remains limited. To really protect a name, you need to register a trademark with the Canadian Intellectual Property Office.

Where directors must live. It is the federal regime that imposes a requirement, not Quebec. A federal corporation’s board of directors must be composed of at least 25% Canadian residents. A corporation incorporated and registered in Quebec has no such requirement.

There are real reasons to choose federal incorporation, but the price is not one of them.

What you pay the Quebec government

These amounts are published by the Registraire des entreprises and indexed on January 1 of each year. Priority processing is optional and available for an additional fee. It speeds up your request, but the Registraire processes files quickly enough that this rate is only worth it in an emergency measured in hours.

Filing with the Registraire des entreprises	Regular fee	Priority processing
Name reservation (optional)	$27	$40.50
Certificate of incorporation	$397	$595.50
Initial declaration	Free	$53
Annual registration fee (with the annual updating declaration)	$106	$159
Amendment of articles	$206	$309

Three useful clarifications.

Reserving a name is not mandatory. It only holds a name while you prepare the rest of your file, or until you are ready to incorporate. If you incorporate a numbered company, you do not need it at all. And if you are ready to incorporate right away with a custom name, a reservation is not worth it either.

The initial declaration is free and mandatory. It is the document through which the new corporation makes itself known to the register and declares its address, its directors, its major shareholders and a few other details. Its deadline depends on how you incorporate. If you file the articles of incorporation with the notice establishing the head office address and the list of directors, you have 60 days to file it. If you instead apply for articles of incorporation together with filing the initial declaration, the deadline drops to 48 hours.

The annual updating declaration costs nothing in itself. What you pay is the $106 annual registration fee, paid at the same time. That nuance explains why some articles say the declaration is free while others mention a $106 bill when it is in fact the same operation.

What you pay in professional fees, and why

Anyone can incorporate on their own by going to the government website and filing the form, and many people do. But when you handle it yourself, there are several things you will probably overlook.

When you pay a professional to incorporate your business, there are, among other things, four things they do to make the incorporation complete.

• The share capital. Sometimes called the share structure, it is the list of classes of shares the corporation can issue, with the rights attached to each: voting, receiving dividends, getting your investment back if the corporation is liquidated. A generic share capital works on day one. It becomes a problem the day you want to add a partner, sell the business, bring in an investor, or pay different dividends to different shareholders.
• The minute book. It is the corporation’s official record, holding the register of directors, the register of shareholders, the share certificates (if any), the bylaws and much more. It is not a public document, but it is mandatory, and your bank, a buyer or an auditor will ask for it sooner or later.
• The organizational resolutions. Appointing the directors, issuing the first shares, choosing the fiscal year-end, opening the bank account. They are the history of the decisions made by the corporation, the record that confirms its current state.
• Advice and experience. When you hand the file to a professional, you make sure the corporation is created in compliance with the law, and that its articles and bylaws fit your situation. That is what spares you from having to change the structure later, which costs far more than doing it right from the start.

You can also prepare a shareholders’ agreement if there are several partners. It is a separate document, with its own fees, and it is not required to create the business. Among other things, it clarifies everyone’s responsibilities and plans for the unexpected: a partner’s death, disability or departure.

What we keep seeing. People who incorporated their company themselves several years ago. They never set up a minute book, and they did not file the schedules their articles of incorporation needed for a custom share capital. When they come to us, they have to catch up and change the structure of the business. That means legal fees, and often tax advice fees on top.

We wrote a full article on the topic: Shareholders’ Agreements in Quebec: What They Actually Do.

If you want to see what a flat-fee incorporation handled by a lawyer looks like, it is described on our incorporation page.

What costs do people forget?

It is rarely the day-one fees that surprise people. It is the ones that come after.

• The annual registration fee, $106 a year. It is paid with the annual updating declaration, and it is owed as long as the corporation exists, even if nothing has changed and even if it has no revenue.
• Late penalties. Filing the annual updating declaration late triggers a penalty of 50% of the annual registration fee. And if the fee itself is not paid, a 5% penalty is added on the unpaid balance, then 1% per full month of delay, up to 12 months. A corporation that lets things slide for two years therefore pays much more than if it had filed on time, and in some cases it may also be struck off the register.
• Amending the articles, $206 in Quebec and $200 federally. Changing the name or, above all, the share capital means a new certificate to pay for, and that is exactly the expense a well-built share capital spares you.
• Priority processing. It helps in a real emergency. A well-run business almost never needs it.
• The corporation’s accounting. A corporation files its own tax returns, separate from your personal ones. It is generally the largest annual administrative expense for a new business: depending on the case, a corporate tax return starts at around $2,000 to $3,000. Talk to an accountant for a real quote.

How much does it cost to stay incorporated?

As we have seen, for a Quebec corporation, the mandatory minimum is $106 a year in annual registration fees.

For a federal corporation operating in Quebec, it is $118 a year: $12 for the federal annual return, plus $106 for the annual registration fee in Quebec.

On top of that come your accountant’s fees for the corporation’s tax return, and your lawyer’s fees for updating the minute book whenever something happens: a new director, a share issuance, a dividend. Each year, the financial statements prepared by the directors must also be approved by the shareholders. This is recorded in the annual resolutions, which a lawyer can prepare for you.

Over five years, a Quebec corporation that does not need to amend its articles therefore costs about $397 at the start and $530 in annual registration fees.

Frequently asked questions

Can you incorporate a business yourself in Quebec?

Yes. The Registraire des entreprises accepts online applications from anyone, and the cost is then limited to the $397 for the certificate of incorporation. You are then responsible for the share capital, the minute book and the organizational resolutions, which the form does not produce.

How much does a numbered company cost?

The same $397 as a named company. The difference is that you do not have to reserve a name, so you save the optional $27 at the Registraire des entreprises. You can add a business name later, at no cost, by declaring it to the register. However, replacing the number with a real corporate name requires amending the articles.

Are there annual fees after you incorporate?

Yes. A Quebec business corporation must file an annual updating declaration with the Registraire des entreprises every year, and pay the $106 annual registration fee. This obligation applies as long as the corporation is not dissolved, even if it is inactive.

Does a federal corporation need a Nuans report?

Not a separate one. When you incorporate online with Corporations Canada under a word name, the federal name search is part of the application, and you do not need to order a report beforehand. A federal name search costs $13.80. A numbered federal corporation does not need one.

Does the price change if there are several partners?

Government fees are identical: $397 to incorporate, regardless of the number of shareholders. It is the professional fees that may vary, because a share capital with several classes of shares and a shareholders’ agreement require work that a corporation with a single shareholder does not necessarily need.

In summary

The real cost of incorporating in Quebec is $397 in government fees, plus professional fees that depend on what you want done for you, plus $106 a year in annual registration fees to keep the corporation in good standing.

Federal incorporation at $200 is a false bargain for a business operating in Quebec: mandatory registration in Quebec brings the total to $610.80.

And the lowest price on day one is not always the one that costs the least a year later. Before comparing two offers, ask what each one includes: the Registraire’s fees, the share capital, the minute book and the organizational resolutions.