Articles of incorporation: the legal documents of a corporation
A Quebec business corporation rests on a few legal documents: its articles, filed with the enterprise registrar, its by-laws, a shareholder agreement if any, and the records it keeps at its head office.
This guide presents each document, what Quebec’s Business Corporations Act and the Civil Code say about it, and when a lawyer becomes useful. The content of the articles, item by item, is in our guide to the incorporation steps; keeping the records is covered in our minute book guide.
Articles of a business: which documents are they?
The articles of constitution are the instrument that creates the corporation: signed by the founders, they are filed with the enterprise registrar, who issues the certificate of constitution.
The articles set the corporation’s structure: its name or number, its founders, its classes of shares, any restrictions on the transfer of shares and the number of its directors (Business Corporations Act, s. 5). On receiving them, the registrar records the date, issues the certificate, deposits the articles, the certificate and the accompanying documents in the enterprise register, and sends a copy to the corporation (s. 472). The corporation exists as of the date of the certificate and is a legal person from that time (s. 10). To search that register, see our enterprise register guide.
Not to be confused with a business’s “legal status”, that is, its form: sole proprietorship, partnership or corporation. Our legal structures guide compares them.
Around the articles, the law provides for other documents:
| Document | What it contains | Who adopts or signs it | Where it is kept |
|---|---|---|---|
| Articles of constitution | Name or number, founders, shares, transfer restrictions, number of directors (s. 5) | The founders (s. 9) | In the enterprise register (s. 472) and in the corporation’s records (s. 31) |
| Certificate of constitution | The date, and if applicable the time, as of which the corporation exists (s. 10) | The enterprise registrar (s. 472) | In the register; a copy is sent to the corporation (s. 472) |
| Articles of amendment | Any addition, replacement or removal of a provision of the articles (ss. 240 and 243) | Shareholders authorize them by special resolution; a director or officer signs (s. 241) | Sent to the registrar with the fee (s. 244) |
| By-laws | The operating rules; in a conflict, the articles prevail (s. 6) | The board of directors, then the shareholders at the next meeting (s. 113) | In the corporation’s records (s. 31) |
| Unanimous shareholder agreement | Limits on the powers of the board of directors (s. 213) | All the shareholders (s. 213) | In the records (s. 31); its existence is declared to the registrar (s. 215) |
| Records and registers | Minutes, resolutions, directors, securities register, accounting (ss. 31 and 34) | The corporation | At the head office, or at the place designated by the board for some (ss. 31 and 34) |
The corporation’s by-laws. The by-laws of a legal person establish contractual relations between the legal person and its members (Civil Code of Québec, art. 313): together with the articles, they form the “contract” that binds the shareholder to the corporation, and the shareholder cannot dispose of their shares without complying with the transfer restrictions set out in the articles (Martel, para. 19-380). The special resolution that authorizes an amendment to the articles requires at least two thirds of the votes cast at a meeting, or the signature of all the shareholders entitled to vote (s. 2).
“On receiving articles and other documents required by this Act, the enterprise registrar (1) records the date of receipt; (2) issues the appropriate certificate and assigns a date to it; (3) deposits the articles, the related certificate and the accompanying documents in the enterprise register; and (4) sends the corporation or its representative a copy of the articles and the certificate.”
Business lawyer: when should you hire one for your company?
The law does not require a lawyer to incorporate: the founders sign the articles themselves and send them to the registrar. A lawyer becomes useful when your situation calls for legal advice.
The articles, signed by the founders, the documents required to be filed with them and the prescribed fee are sent to the enterprise registrar (Business Corporations Act, s. 9). For a simple incorporation, paying for legal advice is unnecessary. In other cases, no online platform, ours included, replaces a legal professional:
- a custom shareholder agreement;
- several classes of shares with special rights;
- a reorganization or an estate freeze;
- the purchase of an existing business;
- partners whose relationship deserves a legal framework.
Lawyer or accountant? Many accountants (CPAs) offer incorporation together with a legal professional or a platform; this is useful if the same professional already handles your taxes and your pay planning. The share classes of a freeze, the rollover and the dividend schedule are designed with an accountant or a tax specialist; the shareholder agreement is generally drafted by a lawyer or notary. In a tax dispute, a corporation is represented by a lawyer before the Federal Court or the Tax Court of Canada, unless the Court, because of special circumstances, allows it to be represented by one of its officers (Martel, para. 26-163).
You can also incorporate online, then hire a legal professional only for the shareholder agreement: it is often the most economical combination. Our comparison of incorporation services puts the options and their prices side by side.
“The articles of a corporation, signed by the founders, the documents required to be filed with them, and the fee set out in the Act respecting the legal publicity of enterprises (chapter P-44.1) must be sent to the enterprise registrar.”
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You answer the form; we prepare the articles and the initial declaration, then file them with the enterprise registrar. The by-laws, the shareholder agreement and the minute book come afterwards, with you or your legal professional.
Shareholder agreement: example clauses to include
Common clauses deal with voting, for example who sits on the board and which decisions require everyone’s consent, and with share transfers, such as the obligation to offer shares to the other shareholders first.
According to Martel, a shareholder agreement is made between two shareholders or among a group of shareholders; it serves notably to limit the right to transfer shares or to settle in advance the vote attached to them (para. 27-1). Three examples of clauses:
- Election to the board. The shareholders undertake to vote so as to elect one another as directors (Martel, para. 27-102).
- Major decisions by unanimity. No major decision is made at a meeting without the consent of all the parties, which protects minority shareholders (para. 27-102).
- Offer to the other shareholders first. A shareholder undertakes not to sell their shares without first offering them, pro rata or otherwise, to the other signatory shareholders, at a price set under the agreement (Martel, para. 16-53).
One limit. Shareholders cannot commit their vote in advance at directors’ meetings (Martel, para. 27-103). A unanimous shareholder agreement that transfers board powers to the shareholders changes this: they may then fetter in advance the decisions they will make when exercising those powers (Business Corporations Act, s. 220).
“Nothing in this subdivision prevents shareholders or third persons from fettering their discretion when exercising the powers conferred on them under a unanimous shareholder agreement.”
Shareholder agreement: ordinary or unanimous, what is the difference?
An ordinary agreement is made among some shareholders; only a unanimous agreement, in writing and with everyone’s consent, can restrict or withdraw the powers of the board of directors.
“All the shareholders of a corporation, whether or not their shares carry voting rights, may agree in writing among themselves or among themselves and one or more third persons to restrict the powers of the board of directors to manage, or supervise the management of, the business and affairs of the corporation, or to withdraw all such powers from the board.”
A unanimous agreement has effects that an ordinary agreement does not:
- It shifts liability. To the extent it withdraws powers from the board, the rights, duties and liabilities of directors pass to the parties who receive those powers, including liability for employees’ wages (s. 214).
- It is declared to the register. The corporation declares to the registrar the existence or termination of the agreement (s. 215) and, if all the board’s powers are withdrawn, the name and domicile of those who exercise them (s. 216).
- It binds new shareholders. A person who becomes a shareholder after it is signed is deemed a party to it; if they were not given notice, they may, within 30 days after becoming aware of it, have the transaction by which they became a shareholder annulled (s. 218).
- It can be examined. It is kept at the head office with the articles and by-laws, and the corporation’s creditors may examine it (ss. 31 and 32).
- It terminates when the corporation becomes a reporting issuer or amalgamates by the long-form process, subject to the amalgamation agreement (s. 219).
The sole shareholder. The only shareholder of your corporation? A written declaration by you that restricts or withdraws the board’s powers is equivalent to a unanimous shareholder agreement (s. 213).
Partners agreement: must you sign one when you incorporate?
No: the law does not require it to constitute the corporation. The articles and the documents filed with them are enough; a shareholder agreement remains the shareholders’ choice.
To constitute the corporation, you send the registrar the articles, the list of directors, the notice of the head office address and, if a name is chosen, the declaration on its compliance; filed with the articles, the initial declaration replaces the list and the notice (Business Corporations Act, ss. 8 and 9). No agreement is among them. A unanimous agreement is an option: “all the shareholders (…) may agree” to it (s. 213). In a corporation, “partners” are shareholders, registered in the securities register (s. 2): their agreement is therefore a shareholder agreement.
When to sign it? It is strongly recommended as soon as there is more than one shareholder, for example two partners at 50%. A unanimous agreement made from the start also applies to shareholders who join later, who are deemed parties to it (s. 218).
“The following must be filed with the articles: (1) a list of the directors of the corporation, containing their names and domiciles; (2) a notice of the address of the corporation’s head office; (3) unless a designating number has been requested, a declaration stating that reasonable means have been taken to ensure that the name chosen is in compliance with the law; and (4) any other document the Minister may require.”
Corporate law: which statutes govern a business corporation?
A Quebec corporation is governed first by three statutes: the Business Corporations Act, under which it is constituted, the Civil Code of Québec and the Act respecting the legal publicity of enterprises.
- The Business Corporations Act. It applies to any business corporation constituted, continued or amalgamated under it (s. 1). It governs the articles (s. 5), the records (s. 31), the by-laws (s. 113) and the unanimous shareholder agreement (s. 213). A federal corporation falls instead under the Canadian act; our guide to the incorporation steps compares the two.
- The Civil Code of Québec. A business corporation is a legal person (art. 2188), endowed with juridical personality (art. 298). The Code’s rules on the exercise of civil rights apply to it, adapted as required (art. 303).
- The Act respecting the legal publicity of enterprises. It governs the enterprise register (Business Corporations Act, s. 2): the initial declaration (s. 38) and updates (s. 41), detailed in the next section.
“This Act applies to any business corporation constituted, continued or amalgamated under this Act.”
What are the legal obligations of a business in Quebec?
For a corporation: keep its records, file its initial declaration within 60 days of registration, declare any change to the register within 30 days, and amend its articles by articles of amendment.
- Keep its records. Articles, by-laws, unanimous shareholder agreement, minutes, list of directors and securities register, at the head office (Business Corporations Act, s. 31); accounting records retained for six years after each fiscal year (s. 34). See our minute book guide.
- File the initial declaration. If it is not filed with the articles, the corporation files it within 60 days of its registration; after that period, it pays a penalty (Act respecting the legal publicity of enterprises, s. 38).
- Keep the register up to date. A change in the declared information is declared within 30 days (s. 41), in addition to the annual updating declaration.
- Declare the unanimous shareholder agreement, its existence as well as its termination (Business Corporations Act, s. 215).
- Amend its articles by articles of amendment, authorized by special resolution and sent to the registrar (ss. 241, 243 and 244).
- Register for taxes, if applicable: see our GST and QST numbers guide.
“The registrant must update the information required by sections 33 to 35.2 to be contained in the register concerning the registrant by filing an updating declaration within 30 days after the date on which any change occurs, unless a shorter period is prescribed by law.”
FAQ — A corporation’s legal documents: your questions
What documents must a corporation keep?
Its articles, its by-laws, any unanimous shareholder agreement, minutes and resolutions, the list of its directors, its securities register and its accounting records.
- The articles, by-laws, unanimous shareholder agreement, minutes and resolutions of shareholders, list of directors and securities register are kept at the head office (Business Corporations Act, s. 31).
- Accounting records and the minutes of the board of directors are kept at the head office or at the place designated by the board; each accounting record is retained for six years after the end of the fiscal year it covers (s. 34).
- The details of each record, of access and of format are in our minute book guide.
Is a business corporation a private-law corporation?
Yes: it is a legal person established for a private interest, whether for profit or not, and it remains one even if it becomes a public company.
- Legal persons are endowed with juridical personality; they are established in the public interest or for a private interest (Civil Code of Québec, art. 298).
- According to Martel, a private-law legal person is not a public-law one and serves a private interest, that of a limited or defined number of persons; the business corporation is one of them (para. 1-42).
- A business corporation may become a “public company” without losing that status (Martel, para. 1-49).
Sources: Civil Code of Québec, art. 298; Paul Martel, La société par actions au Québec, paras. 1-42 and 1-49
What is a pre-emptive right in a corporation?
It is the shareholders’ right to acquire new shares before others, in proportion to their holdings; it exists only if the articles or a unanimous shareholder agreement provide for it.
- The shareholders of a class then acquire the new shares of that class at the price and on the terms they are to be offered to others (Business Corporations Act, s. 55).
- The right does not apply to shares issued for property or services, to shares issued as share dividends, or to shares issued under exchange rights, options or acquisition rights previously granted (s. 55).
Sources: Business Corporations Act, s. 55
What is the difference between a contract and a shareholder agreement?
The articles and by-laws form the “contract” that binds each shareholder to the corporation; a shareholder agreement is an agreement that shareholders make among themselves.
- The by-laws of a legal person establish contractual relations between the legal person and its members (Civil Code of Québec, art. 313).
- A shareholder is bound by the articles and by-laws: they cannot dispose of their shares without complying with the transfer restrictions set out in the articles (Martel, para. 19-380).
- A shareholder agreement is made between two or more shareholders, notably to limit share transfers or to settle voting in advance (Martel, para. 27-1).
Sources: Civil Code of Québec, art. 313; Paul Martel, La société par actions au Québec, paras. 19-380 and 27-1
What is a corporation, and can you create one online?
A business corporation is a legal person, distinct from its shareholders; yes, its articles and initial declaration can be sent online to the enterprise registrar.
- A business corporation is a legal person (Civil Code of Québec, art. 2188), from the date shown on its certificate of constitution (Business Corporations Act, s. 10).
- The articles signed by the founders, the documents filed with them and the fee are sent to the enterprise registrar (s. 9).
- With our form, we prepare the articles and the initial declaration, then file them for you.
Sources: Civil Code of Québec, art. 2188; Business Corporations Act, ss. 9 and 10
Sources
- Business Corporations Act (CQLR, c. S-31.1), ss. 1, 2, 5, 6, 8, 9, 10, 31, 32, 34, 55, 113, 213 to 216, 218 to 220, 240, 241, 243, 244 and 472, official English version, updated to June 10, 2026.
- Civil Code of Québec (CQLR, c. CCQ-1991), arts. 298, 303, 313 and 2188, official English version, updated to June 10, 2026.
- Act respecting the legal publicity of enterprises (CQLR, c. P-44.1), ss. 38 and 41, official English version, updated to June 10, 2026.
- Paul Martel, La société par actions au Québec, vol. 1, Les aspects juridiques, Wilson & Lafleur, paras. 1-42, 1-49, 16-53, 19-380, 26-163, 27-1 and 27-102 to 27-103 (update 117, February 2026).