How to issue shares in Quebec corporations
The QBCA (Loi sur les sociétés par actions du Québec, S-31.1) is the Quebec corporate-law statute, effective February 14, 2011, replacing the prior Companies Act. QBCA corporations must operate in compliance with French-language requirements under the Charter of the French Language and file with the Registraire des entreprises du Québec.
| QBCA art. 49 | Issuance of shares |
|---|---|
| QBCA arts. 50 to 51 | Consideration |
| QBCA art. 67 | Share certificates |
| QBCA arts. 71 to 75 | Securities register |
| QBCA art. 76 | Inspection of registers |
| Quebec Securities Act | AMF prospectus and distribution rules |
- Authorized by the directors under QBCA art. 49; consideration under arts. 50 to 51
- Future services and promissory notes not permitted as consideration (art. 51)
- Records and certificates must be available in French under the Charter of the French Language
- Securities register under art. 71; beneficial-ownership register since 2023 (Bill 78)
- AMF (Autorité des marchés financiers) prospectus and distribution rules apply
Board authorization under QBCA art. 49
Stock issuance is authorized by the directors under QBCA art. 49. The directors determine the consideration under arts. 50 to 51. Quebec follows the Canadian pattern: future services and promissory notes are not permitted as consideration. Past services, money, and property are permitted. The directors' determination is conclusive absent fraud.
French-language requirements
Under the Charter of the French Language (Bill 101) and the more recent Bill 96 (effective June 2022), Quebec corporations must conduct business in French. Records, certificates, and corporate documents must be available in French, although English or bilingual versions may be maintained alongside. Quebec-incorporated corporations issuing share certificates must produce them in French (or French alongside English). The Office québécois de la langue française enforces compliance.
Securities register under QBCA art. 71
QBCA art. 71 requires every Quebec corporation to maintain a securities register listing every shareholder. The register may be in any form (digital permitted) provided it can be produced for inspection. Quebec art. 76 grants inspection rights at the registered office on reasonable notice.
Beneficial-ownership register (Bill 78)
Bill 78, effective March 31, 2023, requires Quebec corporations to maintain a beneficial-ownership register and to file beneficial-ownership information with the Registraire des entreprises du Québec (REQ). The REQ register is partially public. This is the Quebec equivalent of the CBCA ISC register and OBCA transparency register, with Quebec-specific definitions and filing channels.
AMF compliance
Distributions to Quebec investors are governed by the Quebec Securities Act, administered by the Autorité des marchés financiers (AMF). Quebec participates in the NI 45-106 passport regime. Form 45-106F1 is filed with the AMF within 10 days of distribution closing. The Quebec accredited-investor and offering-memorandum exemptions track the national framework.
Common mistakes
Common QBCA failure points in share issuance:
- Issuing share certificates in English only (not compliant with the Charter of the French Language)
- Issuing shares for future services or promissory notes (prohibited under QBCA art. 51)
- Not maintaining the Bill 78 beneficial-ownership register since March 2023
- Failing to file with the Registraire des entreprises du Québec (REQ) within the annual deadline
Octelligence handles QBCA specifics in the share register, certificates, board resolutions, and beneficial-ownership filings: jurisdiction-aware templates, statute citations on each record, and the right reconciliation cadence for the corporation.
See Digital Corporate RecordsCommon questions in Quebec
Octelligence handles QBCA-specific share issuance: register, certificates, resolutions, and beneficial-ownership records aligned with statute.