5. Corporate organization
Step 5 of 5 · Previous: Directors and shareholders · Final step
The final step covers organizational clauses that will appear in your articles of incorporation. It is divided into 7 sub-steps covering your corporation’s internal legal structure.
1. Share capital
Share capital describes the classes of shares your corporation may issue (common, preferred, voting/non-voting, etc.) and related rights (dividends, voting, liquidation).
“No description” option (common)
The articles describe no particular class: the corporation is created with a single class of common shares, unlimited in number (s. 5 (3) and (4) and s. 43 para. 2 of the Business Corporations Act).
This is the most flexible choice: you can issue new shares and change how ownership is split without re-filing articles with the REQ.
Creating a second class of shares later (preferred, non-voting, etc.) requires filing articles of amendment with the Registrar (s. 240 to 245). Section 44 para. 2 is mandatory: where there is more than one class of shares, the articles must set out the rights and restrictions attaching to the shares of each class. A class therefore cannot be created by a shareholders’ agreement or by the by-laws, which govern internal management, not share capital.
“Custom description” option
You may define share categories and rights now — useful for external investors, preferred shares with fixed dividends, etc.
2. Business limits
This section can restrict the commercial activities the corporation may carry on.
“No limit” (common)
The corporation may conduct any lawful business in Quebec — the default unless you need a very specific object (e.g. non-profit context).
“Specific limits”
You may restrict activities (e.g. IT consulting only, or no retail).
3. Other provisions
Add special clauses on meetings, director powers, additional internal rules, etc.
“No other provisions” (common)
No special clauses in the articles — details go in by-laws.
4. Share transfer restrictions
Limit or structure the sale or transfer of shares (e.g. board or shareholder approval before sale).
“No restriction” (common)
Shares may be freely transferred, subject to any unanimous shareholder agreement.
Many SMEs start here and add private restrictions later in a shareholders’ agreement.
“Specific restrictions”
Examples: right of first refusal, board approval for transfers.
5. Number of employees
Estimate how many employees the corporation expects in its first year.
This is statistical and does not affect legal validity of the incorporation.
If you are solo with no employees, enter 0 or 1 (yourself if paid salary through the corporation).
6. Main activities
Briefly describe your line(s) of business.
Examples: software development, restaurant, retail, management consulting, graphic design.
This description is filed with the REQ and can be updated later.
7. Date of incorporation
You may choose a future date (up to 90 days) for the official incorporation date. If none is specified, incorporation is immediate — the date the REQ processes your application.
When to pick a future date?
- Align a fiscal year (e.g. January 1)
- Contractual start dates
- Pending financing or partnership
Most founders choose immediate incorporation unless there is a specific reason to defer the official creation date.
Popular choices summary
| Sub-step | Common choice | Detail |
|---|---|---|
| Share capital | No description | A single class of common shares, unlimited in number |
| Activity limits | No limit | Any lawful business |
| Other provisions | None | Rules in by-laws |
| Transfer restrictions | None | Free transfer; USA may add rules |
| Employees | 0–1 | Solo founder |
| Main activities | As applicable | Your sector |
| Incorporation date | Immediate | No future date |
You now know everything you will be asked
These 7 sub-steps close the form: nothing else will be asked of you. Once your choices are confirmed, we prepare your articles of incorporation and your initial declaration, then file everything with the Registraire des entreprises. And after you receive your documents? Three tasks typically follow: opening the business bank account, obtaining your GST/QST tax numbers, and setting up your minute book.
You have seen all 5 steps — take action
A form of about 20 minutes, $497 all included, government fees included. We prepare, review, and file your application with the Registraire des entreprises.