What must I update in the Quebec enterprise register when I sell my business?

This page covers Quebec only. The enterprise registrar keeps the register under the Act respecting the legal publicity of enterprises (CQLR c. P-44.1). What you file depends on how the business is organized, for example a corporation or a sole proprietorship.

The 30-day updating declaration

Section 41 of the Act requires a registrant to update the information that sections 33 to 35.2 require the register to contain about it by filing an updating declaration within 30 days after the date on which any change occurs, unless a shorter period is prescribed by law. Québec.ca repeats the 30-day rule for every registered enterprise. Section 40 separately requires a registrant that learns a declaration it filed (or a document transferred under an agreement made under section 117 or 118) is incomplete or inaccurate to correct it by filing an updating declaration without delay.

What a share sale can change in the register

When shares are sold, the corporation stays registered; the question is which entries change. Under sections 33 and 35, the register can hold the directors’ names, domiciles and dates of birth, the three shareholders controlling the greatest number of votes, and the ultimate beneficiaries. Section 33 exempts some categories of registrants from declaring ultimate beneficiaries. If a director leaves at closing, or the three shareholders controlling the most votes change, the 30 days run from the date of that change, unless the law prescribes a shorter period.

Selling as a sole proprietor or partnership

Québec.ca says that a natural person who stops operating a sole proprietorship, sells it, or wants to carry on business in another juridical form must file a declaration of striking off (déclaration de radiation). Its page adds that before sending it you should have sent every required document and received the refunds owed to the business. For a partnership, section 34 requires a partnership’s registration declaration to contain, if applicable, each partner’s name, domicile and date of birth (for a limited partnership, those of each general partner and of the three greatest contributors among the special partners). Ask the Registraire how a sale of partnership assets is declared; its guide RE-401.G covers partnerships.

Decide who files before closing

Ask your lawyer or notary to name, in the purchase agreement, who files each declaration and by when. Section 45 also sets a separate annual updating declaration. If the buyer also operates the enterprise, see what a buyer registers after closing.