Canada · Quebec

How to maintain a minute book in Quebec

Quebec's QBCA records regime tracks the CBCA pattern with Quebec-specific features: French-language requirements under the Charter of the French Language (strengthened by Bill 96 in 2022), filing with the Registraire des entreprises du Québec (REQ), and a beneficial-ownership register filed with the REQ since Bill 78 (effective March 31, 2023). Quebec's records-related obligations are among the most demanding in Canada.

Governing statute, records right, and retention
Quebec Business Corporations Act, C.Q.L.R. c. S-31.1
Statutory recordsBooks of the corporation (registered office)
Inspection rightBroad shareholder and creditor inspection rights (similar to CBCA)
Retention period6 years after dissolution under QBCA
QBCA arts. 31 to 37Corporate books: contents, location, form
QBCA arts. 71 to 75Securities register
Bill 78 (2023)Beneficial-ownership register filed with REQ
QBCA arts. 39 to 41Inspection rights
Charter of the French LanguageFrench-language records requirements
QBCA art. 369Retention after dissolution
At a glance
  • QBCA arts. 31 to 37 prescribe books and records
  • Records must be available in French under the Charter of the French Language
  • Bill 78 beneficial-ownership register since March 31, 2023, filed with the REQ
  • QBCA arts. 39 to 41 broad inspection rights
  • 6-year retention after dissolution under QBCA art. 369

Books of the corporation under QBCA arts. 31 to 37

QBCA arts. 31 to 37 prescribe the books and records the corporation must maintain at its registered office in Quebec: articles, bylaws, USA, shareholder minutes and resolutions, the securities register (arts. 71 to 75), and supporting documents. The books are referred to as "les livres de la société" in French; "books of the corporation" in English. The bifurcation of public-filing documents (with the REQ) and internal records is similar to CBCA but with Quebec-specific channels.

French-language requirements

Under the Charter of the French Language (Bill 101) and the strengthened Bill 96 (effective June 2022), Quebec corporations conduct business in French. Records, certificates, and corporate documents must be available in French. Bilingual French-English documents are common and acceptable. Shareholder meetings may be conducted in any language but minutes are typically maintained in French or bilingually. The Office québécois de la langue française enforces compliance.

Bill 78 beneficial-ownership register since March 2023

Bill 78 amendments to the QBCA, effective March 31, 2023, require Quebec corporations to maintain a beneficial-ownership register and to file beneficial-ownership information with the Registraire des entreprises du Québec (REQ). The Quebec register is one of the most public in Canada: the REQ register is partially public (more public than CBCA ISC, OBCA transparency, or BCBCA transparency registers). Bill 78 added Quebec-specific definitions of beneficial ownership and filing channels.

Inspection rights under arts. 39 to 41

QBCA arts. 39 to 41 grant broad inspection rights to shareholders and creditors, similar to CBCA s. 21. Inspection at the registered office in Quebec during business hours. No proper-purpose requirement.

Registraire des entreprises du Québec (REQ) filings and 6-year retention

The REQ is the Quebec corporate registry, distinct from Corporations Canada and provincial registrars elsewhere. Annual filings, articles of amendment, and (since Bill 78) beneficial-ownership information are filed with the REQ. Retention after dissolution: 6 years under QBCA art. 369 (CBCA-pattern).

Procedure

The minute book maintenance routine as it applies in Quebec, in seven steps:

  1. Establish records at the Quebec registered office, with French-language considerations

    At incorporation, establish records at the registered office in Quebec. Records inventory includes articles, bylaws, USA, shareholder minutes and resolutions, securities register, and (since March 2023) beneficial-ownership register. Plan for French-language compliance from the start.

  2. Maintain corporate records in French or bilingually

    Charter of the French Language compliance: records, certificates, and corporate documents available in French. Bilingual French-English documents are common and acceptable for cross-border or English-operating Quebec corporations.

  3. Maintain the securities register and beneficial-ownership register together

    Securities register lists securityholders. Beneficial-ownership register (since March 2023, Bill 78) lists beneficial owners. Both are maintained at the registered office; beneficial-ownership information is also filed with the REQ.

  4. Record corporate actions on the date of the action, in French

    Board and shareholder actions recorded on the date they occur. Minutes in French or bilingually.

  5. Respond to art. 39 to 41 inspection demands

    Broad inspection at the registered office. No proper-purpose requirement.

  6. File annual return and beneficial-ownership information with the REQ

    Annual filings through the REQ portal. Bill 78 beneficial-ownership information filed concurrently with the annual return. The REQ register is partially public.

  7. Retain records 6 years after dissolution under art. 369

    Standard CBCA-pattern retention. Bilingual record-keeping facilitates post-dissolution access for both Quebec and federal-court matters.

Common mistakes

Common QBCA failure points in maintaining corporate records:

  • Maintaining records in English only (Quebec Charter requires French; bilingual is acceptable)
  • Not maintaining the Bill 78 beneficial-ownership register since March 2023
  • Filing with Corporations Canada or the wrong registry (Quebec uses the REQ)
  • Not preserving records 6 years post-dissolution under art. 369
In Octelligence
A minute book that reconciles itself to the share register and the cap table.

Octelligence keeps the minute book, the share register, the certificates, and the cap table in one record. Every resolution, meeting, issuance, and transfer is dated, indexed, and linked to its supporting documents. The QBCA inspection right, the retention period, and the beneficial-ownership register requirement are jurisdiction-aware. Diligence can reproduce the corporate record at any past date.

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FAQ

Common questions in Quebec

Quebec corporations conduct business in French under the Charter of the French Language and the strengthened Bill 96 (effective June 2022). Corporate documents including books of the corporation, certificates, and registers must be available in French. Bilingual French-English documents are common and acceptable. English-only records risk non-compliance and enforcement by the Office québécois de la langue française.

Effective March 31, 2023, under Bill 78 amendments to the QBCA, Quebec corporations must maintain a beneficial-ownership register and file beneficial-ownership information with the Registraire des entreprises du Québec (REQ). The REQ register is partially public (more public than CBCA, OBCA, or BCBCA equivalents). The register adds to the Canadian patchwork of CBCA ISC, OBCA transparency, BC transparency, Alberta ISC, and Quebec beneficial-ownership registers, each with slightly different definitions and filing requirements.

The REQ is the Quebec corporate registry, distinct from Corporations Canada (federal) and provincial registrars elsewhere. Every Quebec-incorporated corporation must file annually with the REQ and maintain a Quebec enterprise number (Numéro d'entreprise du Québec, NEQ). The REQ is the Quebec equivalent of ServiceOntario or the BC Corporate Registry.
A minute book that holds up under inspection
Maintain a minute book that survives diligence in Quebec.

Octelligence keeps the minute book, the share register, and the cap table reconciled together with full QBCA awareness of inspection rights and retention periods.

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