Foundations, Constitutional Jurisdiction, and Constitutive Laws in Quebec Corporate Practice

Overview

The modern business corporation (société par actions) forms the bedrock of commercial activity in Quebec and across Canada. Conceived as a distinct legal person endowed with full civil capacity, an autonomous patrimony, and perpetual existence, the corporation separates enterprise risk from the personal estates of its investors. In Quebec, corporate law is situated at the intersection of private civil law codified in the Civil Code of Quebec (CCQ) and specialized statutory frameworks.

Practitioners advising commercial enterprises must navigate a dual legislative framework. Corporate organizers may incorporate either under provincial jurisdiction pursuant to the Business Corporations Act (QBCA / Loi sur les sociétés par actions, CQLR c. S-31.1) or under federal jurisdiction pursuant to the Canada Business Corporations Act (CBCA / Loi canadienne sur les sociétés par actions, RSC 1985 c. C-44). Each regime carries distinct statutory advantages regarding corporate governance, share capital structures, director residency qualifications, name reservation protocols, and shareholder protection mechanisms.

Strategic statutory selection demands a rigorous alignment between an enterprise's territorial ambitions, capitalization strategy, and management architecture. The following analysis explores the civil law foundations of corporate personhood, deconstructs the constitutional parameters governing provincial and federal charters, and presents an operational framework for choosing between the Quebec and federal systems.

Learning Objectives

• Analyze the juridical characteristics of the business corporation under the Civil Code of Quebec and governing corporate statutes.
• Delineate the constitutional boundaries of federal and provincial incorporation powers under Sections 91 and 92(11) of the Constitution Act, 1867.
• Evaluate the strategic, financial, and governance distinctions between incorporation under the Quebec Business Corporations Act and the Canada Business Corporations Act.

Historical Evolution of Corporate Legislation in Quebec

Quebec corporate law has undergone extensive legislative transformations since Confederation, moving from discretionary royal prerogative to a modern, flexible statutory system designed to support commercial innovation.

The Letters Patent System under Part I of the Companies Act

Following Confederation in 1867, Quebec exercised its newly confirmed constitutional authority under Section 92(11) of the Constitution Act, 1867 by enacting the Act respecting the incorporation of joint stock companies (31 Vict., c. 25). This statute established the royal prerogative mechanism of incorporation by letters patent issued under the great seal of the province.

Under Part I of the subsequent Companies Act (CQLR c. C-38), the incorporation of a company was not a matter of right. Applicants submitted a petition to the executive government through the provincial registrar. The issuance of letters patent was an exercise of Crown discretion. The state evaluated whether the proposed objects were lawful and whether the grant of corporate status aligned with public policy. The company came into legal existence on the date specified in the letters patent, operating with powers circumscribed by its granted charter.

The letters patent system was formalistic and procedurally cumbersome. Amending corporate objects, altering capital structures, or modifying internal powers required supplementary letters patent, which were likewise subject to executive scrutiny and administrative delays. While Part I served nineteenth-century commercial needs, expanding twentieth-century commerce required predictable, prompt, and administrative incorporation procedures.

The 1980 Modernization and Part IA Incorporation by Right

In 1980, the Quebec National Assembly enacted a major reform by introducing Part IA into the Companies Act (arts. 123.1 to 123.172). Inspired by modern North American corporate acts and the landmark Lawrence Report in Ontario and Dickerson Report federally, Part IA replaced discretionary letters patent with an administrative filing system of incorporation by right.

Under Part IA, any qualified person could demand the constitution of a company by submitting articles of incorporation (statuts de constitution) to the enterprise registrar. Provided the constitutive documents complied with statutory formalities and naming regulations, the registrar had no discretion to refuse registration. The registrar was bound to deposit the articles and issue a certificate of incorporation, establishing corporate personality as of the date inscribed on the certificate.

Part IA continued to permit shares with or without par value (arts. 123.38–123.39), a possibility already available under Part I (art. 13). Its structural improvements included modern rules governing directors' duties and streamlined procedures for fundamental corporate changes such as amalgamations and capital reductions. However, Part IA retained residual elements of the older regime. In particular, it lacked comprehensive statutory continuation mechanisms allowing corporations to transfer freely between Quebec and other jurisdictions.

The Enactment of the Quebec Business Corporations Act

On December 4, 2009, Bill 63 received assent, enacting the Business Corporations Act (QBCA / Loi sur les sociétés par actions, CQLR c. S-31.1). Entering into force on February 14, 2011, the QBCA overhauled Quebec corporate law through more than 500 articles, formally replacing Parts I and IA of the Companies Act.

The QBCA was designed to harmonize Quebec corporate practice with modern Canadian and international benchmarks, particularly the CBCA, while catering to the predominant reality of small and medium-sized enterprises (PMEs) in Quebec. The statute established significant innovations:

• Automatic transition: Companies incorporated under Part IA became automatically governed by the QBCA on February 14, 2011, without requiring confirmatory corporate filings (fascicule 1, nos 2 and 27).
• Mandatory continuation for Part I companies: Companies incorporated by letters patent under Part I were granted a five-year transition window to transmit articles of continuance to the enterprise registrar. Companies that failed to file articles of continuance by February 15, 2016, were dissolved by operation of law, subject to subsequent administrative revival (fascicule 1, nos 2 and 27).
• Preservation for non-profit entities: Parts II and III of the Companies Act were preserved exclusively to govern special corporations with share capital and non-profit associations incorporated by letters patent without share capital.

The QBCA simplified internal governance by permitting a sole shareholder who withdraws all board powers in their favour by written declaration to use the exemptions in Sections 213 and 217, including dispensing with a board or auditor and with shareholder-meeting requirements. It introduced comprehensive oppression remedies, clarified director liability standards, and authorized both certificated and uncertificated shares.

Fundamental Concepts of the Business Corporation

The business corporation possesses distinctive juridical characteristics that distinguish it from contractual business associations such as partnerships and sole proprietorships.

Nature as a Private Law Legal Person

Incorporation under a general statute gives the enterprise the form of a business corporation: a private law legal person with its own share capital. Its status is analysed through distinct questions about legal personality, the incorporating statute, the operation of an enterprise and the rights attached to shares. These dimensions explain the rules set out below.

First, the corporation is a private law legal person (personne morale de droit privé). Article 300 CCQ draws a fundamental distinction between legal persons of public law and private law. Public legal persons are created by special legislation to serve general social, governmental, or administrative purposes, such as municipalities, school service centers, and Crown corporations. Conversely, private legal persons are formed by individuals to pursue private objectives, which may be commercial or non-profit. Under Article 300 CCQ, private legal persons are governed primarily by the specific statutes applicable to their particular class, such as the QBCA or CBCA, with the Civil Code applying supplementally to complete statutory provisions regarding corporate status, property, and contractual obligations.

Second, the corporation is constituted under a general statute. Unlike a partnership, which arises contractually between two or more parties under Article 2186 CCQ, a business corporation is born through a statutory filing procedure. The state confers legal personality upon the issuance of a certificate of incorporation by the competent administrative official.

Third, the corporation operates an enterprise. Article 1525 paragraph 3 CCQ defines an enterprise as the carrying on by one or more persons of an organized economic activity, whether commercial or non-commercial, consisting in the production, administration, or alienation of property, or the provision of services. While a partnership contract under Article 2186 paragraph 1 CCQ strictly requires the pursuit of pecuniary profit to be shared among partners, a business corporation may operate an enterprise even in the absence of a profit-seeking motive, provided its capital structure and constitutive framework comply with corporate statutes.

Fourth, the corporation is endowed with share capital. Share capital represents the equity interest issued to shareholders in exchange for capital contributions. Once property or cash is invested in exchange for shares, that capital becomes the absolute property of the corporation. Shareholders possess no direct proprietary claim over corporate assets; their subjective rights are strictly confined to their shares as personal movable property.

Autonomous Patrimony and the Separation of Assets

The cornerstone of modern company law is the separate legal personality (personnalité juridique distincte) recognized in Anglo-Canadian common law in Salomon v A Salomon & Co Ltd, [1897] AC 22, and codified in Quebec civil law in Articles 298, 301, and 302 CCQ. Upon the issuance of its certificate of incorporation, the business corporation becomes an independent subject of law possessing its own legal personality.

The primary legal consequence of separate personality is the creation of an autonomous patrimony (patrimoine autonome). Under Article 302 CCQ, a legal person has an estate that is separate and distinct from the patrimonies of its members. This separation entails vital practical consequences:

1. Corporate property ownership: The corporation holds exclusive title to all movable and immovable property acquired in its name. Shareholders possess no undivided or proprietary interest in corporate assets. A sole shareholder who owns 100 percent of the issued shares cannot claim ownership of the company's real estate, machinery, or bank accounts.
2. Independent contracting capacity: Contracts executed by the corporation bind only the corporation. Shareholders are not parties to corporate agreements and cannot be sued directly for contractual breach, nor can shareholders unilaterally assert claims or causes of action that belong exclusively to the corporation.
3. Separation of liabilities: Corporate obligations must be satisfied exclusively from corporate assets. Creditors of the corporation have recourse only against corporate patrimony, not against the personal estates of directors or shareholders.
4. Continuity through membership changes: Because the corporate patrimony is autonomous, transfers of shares, the death of a shareholder, or the resignation of a director do not alter corporate contracts, property titles, or ongoing liabilities. The corporation persists uninterrupted as a going concern.

The Principle of Limited Liability and Its Statutory Limits

Limited liability (responsabilité limitée) is the natural corollary of an autonomous patrimony. Investors who subscribe for shares risk only the capital contributed to the corporation. Once shares are fully paid, the shareholder has no further financial obligation to the corporation or its creditors, even if the corporation becomes insolvent and enters liquidation.

Limited liability encourages commercial investment and entrepreneurial risk-taking by allowing passive investors to commit capital without exposing their personal fortunes to enterprise failure. However, this statutory protection is not absolute. Legal mechanisms exist to address situations where the corporate form is abused to perpetrate fraud or evade legal duties:

• Piercing the corporate veil: Under Article 317 CCQ, a legal person may not be set up against a person in good faith if it is set up to dissemble fraud, abuse of right, or contravention of a rule of public order. Where a controlling shareholder uses the corporation as a mere instrument to commit deceit or avoid mandatory legal obligations, the court may pierce the corporate veil and hold the shareholder personally liable for corporate obligations.
• Personal contractual guarantees: Commercial lenders, landlords, and major suppliers frequently require controlling shareholders or parent corporations to execute personal suretyships (cautionnements) under Articles 2333 et seq. CCQ. The surety assumes personal contractual liability for corporate defaults, effectively contracting out of limited liability for specific debts.
• Statutory liability of directors: Federal and provincial corporate statutes impose personal liability on directors for unpaid employee wages (up to six months' wages under Section 119 CBCA and Section 154 QBCA), unremitted source deductions, environmental damage, and statutory tax liabilities under fiscal legislation.

Corporate Attributes: Name, Domicile, Nationality, and Perpetual Existence

Like a natural person, a business corporation possesses legal attributes that define its identity and civil status within the legal order:

• Corporate name (dénomination sociale): Under Article 305 CCQ, a legal person exercises its rights and performs its obligations under its name. The corporate name must comply with linguistic requirements under the Charter of the French Language (CQLR c. C-11) and the Act respecting the legal publicity of enterprises (LPLE, CQLR c. P-44.1). Federally incorporated entities may adopt a bilingual name, an English name, a French name, or separate alternate language forms under Sections 10 to 13 CBCA.
• Corporate domicile (domicile corporatif): Under Article 307 CCQ, the domicile of a legal person is located at the place and address of its head office (siège social). Distinguish the province or judicial district specified in the articles from the street address supplied by notice or declaration. The domicile informs territorial jurisdiction and service, subject to the applicable procedural rules.
• Corporate nationality: A corporation holds an independent nationality determined by the incorporating jurisdiction. A corporation incorporated under the QBCA or the CBCA possesses Canadian nationality, irrespective of the citizenship or residence of its underlying beneficial owners.
• Perpetual existence: Under Article 314 CCQ, the existence of a legal person is perpetual unless the constitutive statute or the articles of incorporation provide for a fixed term. The corporation continues indefinitely until dissolved voluntarily by its shareholders or involuntarily by judicial order or administrative cancellation by the registrar.

Constitutional Duality and Division of Powers

Corporate organization in Canada is shaped by the constitutional division of legislative powers between the federal Parliament and provincial legislatures established by the Constitution Act, 1867.

Section 92(11) and Incorporation for Provincial Objects

Section 92(11) of the Constitution Act, 1867 assigns to the provincial legislatures exclusive authority over "The Incorporation of Companies with Provincial Objects".

Historically, judicial interpretation debated the exact meaning of "provincial objects". Early decisions suggested a strict territorial test, positing that a provincially incorporated company lacked the constitutional capacity to operate outside the physical boundaries of its incorporating province. Had this interpretation prevailed, provincial corporations would have been legally incapacitated from engaging in interprovincial or international commerce.

Subsequent jurisprudence abandoned the territorial limit in favor of a functional subject-matter analysis. The scope of provincial incorporation powers corresponds to the substantive heads of power assigned to the provinces under Section 92. A province may incorporate companies to engage in property and civil rights (Section 92(13)), matters of a merely local or private nature (Section 92(16)), and other provincial heads, empowering the corporation with general corporate capacity.

Federal Residual Power and the Canada Business Corporations Act

Section 91 of the Constitution Act, 1867 contains no explicit enumeration conferring power over the incorporation of companies on the federal Parliament, with the exception of specialized sectors such as banking under Section 91(15).

Instead, federal authority to enact general incorporating statutes rests on the opening words of Section 91: the residual power to make laws for the "Peace, Order, and good Government of Canada" (POGG) in relation to all matters not exclusively assigned to the provincial legislatures. Because Section 92(11) grants provinces authority only over companies with provincial objects, the incorporation of companies with objects other than provincial falls within the residual jurisdiction of the Parliament of Canada.

Parliament exercised this authority by enacting the Canada Business Corporations Act. Section 4 CBCA articulates its legislative purpose: to revise and reform the law applicable to business corporations incorporated to carry on business throughout Canada, to promote uniformity in Canadian company law, and to facilitate corporate continuance. Under Section 15(2) CBCA, a federal corporation is expressly authorized to carry on business throughout Canada, and Section 15(3) CBCA confirms its capacity to conduct internal affairs and exercise powers abroad, subject to local applicable laws.

The Bonanza Creek Doctrine and Extra-Provincial Capacity

The definitive constitutional reconciliation of provincial corporate capacity and extra-provincial operations arrived in the landmark Judicial Committee of the Privy Council decision in Bonanza Creek Gold Mining Co. v Canada, [1916] 1 AC 566.

In Bonanza Creek, a company incorporated under the Ontario Companies Act acquired mining leases in the Yukon Territory. The federal Crown challenged the validity of the leases, asserting that an Ontario corporation had no constitutional capacity or existence outside Ontario's borders. The Privy Council rejected this narrow territorial interpretation and held that the words "with provincial objects" in Section 92(11) mean objects other than those over which the federal Parliament has express exclusive powers, such as banking. The constitutional text does not impose a territorial barrier on the exercise of corporate capacity.

The Privy Council established the doctrine of extra-provincial capacity:

1. Subject-matter limitation: Section 92(11) precludes a province from authorizing a company to pursue substantive objects outside provincial legislative jurisdiction.
2. Capacity to accept powers ab extra: A provincial statute may confer upon a corporation the general capacity of a common law corporation, which includes the intrinsic ability to accept rights, licenses, and powers granted by external authorities (ab extra).
3. Territorial recognition: Once a provincial corporation is called into existence by its home jurisdiction, it possesses the legal capacity to receive permission from another province, the federal government, or a foreign sovereign to conduct business within their respective territories.

Under the Bonanza Creek doctrine, a business corporation incorporated under the QBCA possesses the subjective capacity to operate anywhere in Canada or internationally, provided it complies with local licensing, registration, and extra-provincial qualification statutes in each host jurisdiction.

Selecting the Constitutive Law: Comparative Analysis

When organizing a commercial venture with connections to Quebec, legal counsel must determine whether to incorporate under the provincial QBCA or the federal CBCA. While both statutes share modern drafting conventions, critical substantive differences influence the choice of constitutive law.

Director Residency and Governance Flexibility

One of the most consequential practical distinctions between the QBCA and the CBCA concerns the residency qualifications of directors.

Under Section 105(3) CBCA, at least 25 percent of the directors of a federal corporation must be Canadian residents. Where a corporation has fewer than four directors, at least one director must be a Canadian resident. For foreign-owned multinational enterprises, international investors, or cross-border technology startups whose management teams reside outside Canada, the CBCA residency quota requires appointing nominee or independent Canadian resident directors.

In contrast, the QBCA contains no Canadian residency requirement whatsoever. Section 108 QBCA governs eligibility and disqualifications; satisfying the age and capacity requirements does not dispense with its other conditions. The statute imposes no Canadian-residency quota. For foreign commercial enterprises establishing operations in Canada, incorporating under the QBCA eliminates the burden of recruiting local directors.

Governance flexibility further favors the QBCA in closely held enterprises:

• Sole-shareholder governance: The Section 217 QBCA regime requires a written declaration under Section 213 withdrawing all board powers in favour of the sole shareholder. That shareholder assumes the corresponding duties and liabilities under Section 214 and may choose not to constitute a board or appoint an auditor; the statutory requirements concerning by-laws, shareholder meetings and board meetings then do not apply. The declaration does not dispense with corporate records and registers. The CBCA does not provide this same package of exemptions merely through a sole-shareholder declaration.
• Unanimous shareholder agreements: Both statutes permit a unanimous shareholder agreement (convention unanime des actionnaires) to transfer board powers to shareholders (Section 146 CBCA; Section 213 QBCA). However, Section 216 paragraph 3 QBCA explicitly provides that where all powers of directors are withdrawn pursuant to a unanimous agreement, the shareholders may choose not to elect any board of directors at all. Under the CBCA, nominal directors must still exist to receive formal notices and filings.
• Protection of third parties: Under the indoor management rule (règle de la régie interne), codified in Section 18 CBCA (along with Section 17 CBCA) and Articles 12 to 15 QBCA (specifically Article 13 QBCA for the presumption of regularity and Article 14 QBCA for the insider exception), third parties dealing in good faith with corporate officers are entitled to presume that internal corporate procedures have been properly observed.

Share Capital Rules: Par Value and Payment Status

The statutory frameworks governing share issuance and capital maintenance diverge on fundamental corporate finance principles:

Under Section 43 QBCA, a Quebec corporation may issue shares with par value (valeur nominale). Par value establishes a minimum nominal floor price below which shares cannot be originally issued. The CBCA eliminated par value in 1975, mandating that all shares be without nominal value. While no par value shares prevent misleading balance-sheet valuations, par value shares under the QBCA remain a convenient vehicle in Canadian tax planning, particularly for preferred shares issued during section 85 or section 86 rollovers under the Income Tax Act.

Furthermore, Section 53 QBCA allows corporations to issue shares that are not fully paid. The shareholder owes the unpaid balance. Sections 75–79 QBCA govern payment calls where contractual terms do not already fix payment, forfeiture following the applicable default procedure, and judicial recovery as an alternative. They do not create an automatic statutory lien. Under Section 78, the corporation must account for a disposal of forfeited shares and remit any surplus within 10 days; the shareholder remains liable for a shortfall. Conversely, Section 25(3) CBCA prohibits issuing a share until it is fully paid in money, or in property or past services worth at least the fair equivalent of that money. Future services do not qualify. Section 25(5) excludes a promissory note or promise to pay made by the recipient of the shares or a person not dealing at arm's length with that recipient within the meaning of the Income Tax Act; it does not categorically exclude every third-party note.

Corporate Maintenance and Solvency Standards

Both statutes protect creditors and minority investors through solvency tests and remedial procedures, but their statutory mechanisms exhibit important structural differences:

• Solvency tests for distributions: Identify the transaction before choosing a test. CBCA Sections 34, 38 and 42 contain distinct liquidity and asset requirements; their asset formulas and exceptions are not interchangeable. Quebec provisions governing share acquisitions, capital reductions and dividends emphasize the applicable liquidity test (Sections 95, 101 and 104 QBCA). Do not apply a single generic formula to every distribution, amalgamation or liquidation. See the lessons on share capital and issuance and acquisition of shares for the transaction-specific analysis.
• Safe harbor for substantial asset sales: Under Sections 189(3) and (8) CBCA, a sale, lease or exchange of all or substantially all of a corporation's property outside the ordinary course of its business requires shareholder approval by special resolution. What constitutes "substantially all" requires a judicially informed assessment. Section 274 QBCA examines the activities retained after the disposition. The statutory presumption requires both that those activities used at least 25 percent of the corporation’s asset value at the end of the preceding financial year and that they generated at least 25 percent of its revenue or pre-tax profit during that year. Where a subsidiary’s assets are disposed of, the specified consolidated information is used. The test cannot be reduced to a sale of no more than 75 percent of either one metric (fascicule 17, no 1.5; official Section 274). Failure to meet the presumption requires assessment of the governing substantial-activities rule; it is not itself an automatic finding that shareholder approval is required.
• Oppression remedy scope: Under Section 241 CBCA, complainants may seek relief against oppressive, unfairly prejudicial, or unfairly disregardful conduct. Section 450 QBCA enacts an equivalent oppression remedy (recours en cas d'abus ou d'iniquité). However, Section 452 QBCA expressly innovates by empowering the court to make any order it considers appropriate, regardless of whether that specific measure was requested in the applicant's originating application, prevailing over the strict procedural rule of Article 10 of the Quebec Code of Civil Procedure.
• Corporate continuance: A corporation organized under one jurisdiction may alter its constitutive law through statutory continuance (continuation). Under Sections 288 to 297 QBCA and Sections 187 to 188 CBCA, a federal corporation may export into Quebec and become a provincial corporation, and a Quebec corporation may export into the federal regime, preserving corporate identity, contract continuity, and asset titles without liquidation. Tax consequences require their own analysis and cannot be inferred from continuity of corporate personality.

Worked example: choosing between federal and provincial incorporation for an expanding enterprise

Factual Scenario

In this hypothetical, Marc and Sophie are resident Canadians living in Montreal; Elena and Lars live in Sweden and Germany and are not resident Canadians. All four intend to be directors of a software company operating in Quebec and Ontario. Assume the ordinary CBCA residency rule applies. Elena will subscribe for $200,000 of shares, pay $50,000 at closing, and pay the remaining $150,000 in three later instalments. The founders want to issue her entire agreed block at closing. They also want to use an English business name in Quebec.

Compare the two statutes. Explain whether Sophie’s later resignation from the board, leaving Marc, Elena and Lars, would itself violate the federal residency rule. Distinguish resignation as director from a sale of shares.

Variation

Marc also resigns, leaving only Elena and Lars as directors. They remain non-resident Canadians. Does the original residency conclusion survive?

Practice Checklist

Corporate counsel guiding founders through entity structuring and statutory selection should systematically verify each core element of the corporate architecture:

• Establish Founder Qualifications: Verify that each natural person acting as founder or initial director is of full age, has legal capacity, and is not under protective supervision or disqualified under Section 108 QBCA or Section 105 CBCA.
• Analyze Operational Geography: Determine whether the corporation will operate solely within Quebec, expand interprovincially, or seek foreign venture capital, assessing the commercial value of a federal versus provincial charter.
• Assess Director Residency Ratios: Check whether the proposed board satisfies the resident-Canadian quota under Section 105(3) CBCA and whether a special sector rule applies. The ordinary rule requires at least 25 percent resident Canadians, or at least one on a board of fewer than four. Foreign investors' board control alone does not establish non-compliance. Consider the QBCA if the intended board cannot meet the applicable quota.
• Structure Share Capital Terms: Determine whether estate planning or investment requirements necessitate par value shares (Section 43 QBCA) or partly paid shares (Section 53 QBCA), neither of which is available under the CBCA.
• Review Naming Requirements: Conduct preliminary name searches against the Enterprise Register (REQ) and the federal Nuans database. Verify compliance with the Charter of the French Language and the Act respecting the legal publicity of enterprises.
• Select Governance Model: Before relying on Section 217 QBCA, verify the Section 213 written declaration withdrawing all board powers in favour of the sole shareholder, explain the corresponding duties and liabilities, and retain the required corporate records and registers.
• Draft Articles of Incorporation: Prepare constitutive articles specifying share classes, voting rights, dividend entitlements, liquidation preferences, share transfer restrictions, and registered head office location.
• Execute Pre-Incorporation Formalities: If commitments were executed prior to incorporation, distinguish ratification and substitution under Article 319 CCQ from adoption within a reasonable time under Section 14 CBCA; identify the effect on the promoter under the applicable regime and contract.
• Complete Organizational Proceedings: Following receipt of the certificate of incorporation, complete the applicable organizational steps, subject to any valid Section 217 exemption; document appointments and share issuance and assemble the required corporate records.
• Complete the Applicable Registration Formalities: For a corporation constituted outside Quebec, file a registration declaration within 60 days after it becomes subject to registration in Quebec. A QBCA corporation is registered through the deposit of its constitutive act and must then file an initial declaration within 60 days after registration. Provide the required director identification documents and ultimate-beneficiary information with the applicable declaration.