Securities register for a Quebec (QBCA) corporation
QBCA art. 224-228 govern the securities register in Quebec. The register is kept at the head office, with content requirements similar to the CBCA. Quebec language laws affect how the register is maintained.
| QBCA art. 224 | Securities register required |
|---|---|
| QBCA art. 225 | Content of securities register |
| QBCA art. 35-38 | Right of access to corporate records |
| Charter of the French Language | Language requirements |
| REQ | Registraire des entreprises du Québec |
- Article 224 requires a securities register at the corporation's head office in Quebec
- Content under art. 225: holder name and address, number and class of shares, certificate numbers, dates
- Shareholders may inspect under art. 35-38 during business hours
- Charter of the French Language may apply to register entries depending on the corporation's Quebec operations
- Ultimate beneficiary information also declared annually to the REQ (separate from internal register)
Quebec's securities register (art. 224-225)
Quebec's QBCA articles 224-228 govern the securities register. The register must be maintained at the corporation's head office in Quebec, the QBCA uses 'head office' as the civil-law equivalent of 'registered office'. The register must show, for each class of securities:
- The name and address of each registered holder
- The number, class, and series (if applicable) of securities held
- The date of acquisition and any transfer or cancellation
- The certificate number (where certificates are issued)
- Any restriction on transfer attached to the securities
Language and form requirements
Quebec's Charter of the French Language, as amended by Bill 96, imposes French-language obligations on documents intended for circulation in Quebec. The securities register itself is an internal corporate record and is not generally subject to public-facing French-language requirements, but related documents, share certificates, written notices to shareholders, transfer documents, typically must comply.
Many Quebec corporations maintain bilingual registers (French and English) to accommodate cross-border shareholders while remaining compliant with Quebec language requirements. Single-language English registers may create issues where the register is used in Quebec government interactions or in proceedings before Quebec courts.
Inspection rights (art. 35-38)
Quebec follows the broader civil-law tradition: shareholders have the right to inspect the securities register during business hours, take extracts, and obtain copies on payment of a reasonable fee. The right is statutory and does not require demonstrating purpose, though the corporation may require the inspector to confirm shareholder status.
Interaction with the REQ ultimate beneficiary declaration
Since 2023, Quebec corporations declare 'ultimate beneficiaries' (natural persons with significant control, typically 25%+ ownership) annually to the Registraire des entreprises du Québec via the annual updating declaration. This information is publicly searchable, making Quebec more transparent about beneficial ownership than many other jurisdictions.
The internal securities register and the REQ ultimate beneficiary declaration should reconcile: people with 25%+ holdings shown on the securities register should appear in the REQ declaration (directly or through traceable holding structures).
Octelligence keeps the share register up to date as issuances, transfers, and conversions happen. Certificates and cap tables are generated from the register, not maintained alongside it. The activity log records every change.
See Digital Corporate RecordsLive register, share certificates tied to register entries, cap table built from the register itself.