Share certificate requirements for a Quebec (QBCA) corporation
QBCA articles 67-72 govern share certificates in Quebec, applying the province's civil law tradition. Required content tracks the CBCA broadly, with Quebec-specific requirements around language and form.
| QBCA art. 67 | Right to share certificate |
|---|---|
| QBCA art. 68 | Form and content of share certificates |
| QBCA art. 69 | Signing of share certificates |
| QBCA art. 70 | Uncertificated shares |
| QBCA art. 71-72 | Replacement of certificates |
- QBCA art. 67 grants every shareholder the right to a share certificate, but art. 70 permits uncertificated shares by board decision
- Article 68 prescribes the content: corporation name, shareholder name, class and number of shares, conditions
- Two signatures required from directors or officers under art. 69; transfer agent option for publicly traded corporations
- Quebec language law: certificates intended for circulation in Quebec must comply with the Charter of the French Language
- Article 71 governs replacement of lost certificates on satisfactory proof and indemnity
Right to a certificate (art. 67)
QBCA article 67 establishes the right of every Quebec shareholder to receive a share certificate, but the right is subject to the board's option under article 70 to issue uncertificated shares for some or all of the corporation's classes. In practice, smaller Quebec corporations frequently issue certificates because civil law tradition values formal documentary evidence of rights, while larger and tech-focused corporations adopt uncertificated regimes consistent with operational reality.
Content under art. 68
An article 68 Quebec share certificate must state:
- The name of the corporation
- That the corporation is governed by the Quebec Business Corporations Act
- The name of the shareholder
- The number and class of shares represented, and any series designation
- The rights, privileges, restrictions, and conditions attaching to the shares (or a notation that these can be obtained from the corporation)
- Any restriction on transfer
Language requirements
Quebec's Charter of the French Language and its 2022 amendments under Bill 96 impose French-language requirements on documents intended for circulation in Quebec. A share certificate issued by a Quebec corporation to a Quebec resident, or used in transactions in Quebec, must be in French, either solely in French or in French alongside another language with French at least as prominent.
This applies most directly to certificates issued in private placements to Quebec investors and to certificates used in transactions before Quebec courts or government agencies. Bilingual certificates (French + English) are the standard practice for Quebec corporations with mixed-language shareholder bases.
Uncertificated shares (art. 70)
Article 70 permits the board of a Quebec corporation to issue uncertificated shares. Where uncertificated shares are issued, the corporation records ownership in the securities register and provides the shareholder with written notice of the issuance, which itself must comply with Quebec language requirements where the shareholder is a Quebec resident.
Many Quebec private corporations now default to uncertificated shares to reduce administrative complexity, particularly where the share base is small or technology-sector-focused.
Octelligence issues share certificates with QR codes that resolve to a public verification page. Cancellations and reissuances flow through the same workflow as issuance, so the certificate, the register, and the cap table stay aligned.
See Digital Corporate RecordsQR-verified share certificates, public verification pages, and a register that always agrees with the certificate in hand.