Does a business broker need a licence in Quebec?

Subject to the exemptions in section 3, Quebec’s Real Estate Brokerage Act requires a broker’s or agency licence, or a special authorization from the Organisme d’autoréglementation du courtage immobilier du Québec (OACIQ), to act as intermediary in a real estate brokerage contract for the sale or purchase of an immovable. Whether that reaches the sale of a business depends on what the business owns, because section 1.1 treats an enterprise as an immovable if its property is mainly immovable. This page covers Quebec only.

When a business counts as an immovable

A real estate brokerage contract, under section 1, is one where a client asks an intermediary to deal with interested persons for the sale, lease or purchase of an immovable. A contract in which the intermediary receives no remuneration is not one. Section 1.1 then says an enterprise is considered an immovable if its property, according to its market value, consists mainly of immovable property. A business whose property is mainly something else is therefore not caught by that provision, and the Act does not say a licence is needed for every business sale.

What section 2 requires, and the cost of ignoring it

Under section 2, no person except those named in section 3 may be the intermediary party to such a contract for the sale or purchase of an immovable without a broker’s or agency licence issued under the Act or a special authorization from the OACIQ. Section 2 adds that a person who contravenes it may not claim or receive remuneration for performing an intermediary’s obligations, subject to Division IV of Chapter II. Section 2.1 bars using the title “real estate broker” or “real estate agency”, or any other title that may lead others to believe the person holds a licence, without the required licence. The OACIQ says every natural or legal person who promotes real estate brokerage services must hold a valid licence issued by it.

Who section 3 exempts

Section 3 lists persons who need no licence when they are intermediaries under the contract it describes, unless they use a title restricted under the Act. Among them are advocates, notaries, chartered appraisers and trustees in bankruptcy, provided the contract is entered into in the exercise of their functions. Also listed are members in good standing of the Ordre professionnel des comptables professionnels agréés du Québec, provided the contract concerns the purchase or sale of an enterprise, a promise to purchase or sell one, or the purchase or sale of such a promise.

Checking a broker

Éducaloi, which explains Quebec law in general terms, says real estate brokers must have completed mandatory training and hold a real estate brokerage permit, and that you can ask to see it. Ask which licence the person holds, whether it is a broker’s or an agency licence, and whether the business’s property is mainly immovable. For the role itself, see What does a business broker do?.