Commercial leases in a Quebec business sale

Quebec is a civil law jurisdiction, and that shapes commercial leases as much as it shapes any other contract. A lease in Quebec is a contract, the same as anywhere else, but it is read and enforced under the Civil Code of Québec rather than the common law principles that govern a lease in Ontario, Alberta or British Columbia. That difference is not academic — it can change the starting assumption about whether a lease can be assigned at all, and it means a lease review written for a common law province cannot simply be reused for a Quebec transaction.

The Civil Code starts from a different default

In common law provinces, whether a tenant can assign or sublet a commercial lease generally depends entirely on what the lease itself says, and leases typically include an explicit consent clause covering it. Quebec’s Civil Code takes its own approach to a lessee’s ability to assign or sublet, and leases commonly modify or restrict that default in their own terms — meaning the actual lease document still controls, but the legal starting point underneath it is different from what a common-law-trained reader would assume. Read the lease itself carefully, and have a Quebec lawyer or notary confirm how the Civil Code’s default rules interact with its specific wording.

Landlord consent still needs to be checked, just under a different framework

As in the rest of Canada, a landlord’s consent is often practically necessary to assign a Quebec commercial lease smoothly, whether because the lease requires it outright or because a landlord’s cooperation matters for other reasons like confirming lease terms or agreeing amendments needed to reflect the new tenant. Approach the landlord early in a Quebec deal exactly as you would anywhere else, but do not assume the legal leverage on either side matches what a common law analysis would predict.

Confirming the lease terms in writing matters just as much here

Getting written confirmation of a lease’s actual terms — rent, remaining duration, renewal rights, whether the tenant is in default — protects a buyer and a lender in Quebec the same way it does in a common law province, even though the specific document and process for obtaining that confirmation runs through Quebec’s own legal system. Do not rely on a seller’s summary of the lease; get independent, written confirmation before you close.

Property and security interests may need a notary

If the transaction involves the underlying real property, rather than just the lease, Quebec’s system for transferring and registering interests in immovable property runs through mechanisms — including the potential involvement of a notary preparing documents with special evidentiary status under the Civil Code — that have no direct equivalent in a common law province’s land registry system. This is an area where trying to adapt a common law closing checklist to Quebec is likely to miss something real. Confirm early with a Quebec notary or lawyer whether the transaction needs their involvement.

• Read the lease’s own assignment and subletting terms closely, not just the Civil Code default
• Approach the landlord early for consent and written confirmation of lease terms
• Confirm whether a new guarantee will be required of the buyer
• If real property is involved, confirm whether a notary needs to be part of closing
• Have a Quebec lawyer or notary review the lease before you rely on any summary of it

Leasehold improvements still need a direct answer

Whether improvements made to a leased space belong to the tenant or the landlord once a lease ends is a question the specific lease needs to answer, in Quebec as in any other province — but the underlying default rules a Quebec lease is written against are the Civil Code’s, not the common law’s. A buyer should not assume general Canadian commentary on leasehold improvements, most of it written from a common law perspective, answers the question for a Quebec lease without a specific Quebec-law review.

Signage on the leased premises has its own Quebec-specific rule

Exterior and interior signage at a leased commercial space in Quebec is subject to the Charter of the French Language’s requirements around the use of French, on top of whatever the lease itself says about signage rights and approvals. A buyer taking over the premises should confirm both layers — what the lease permits, and what the language law requires — before assuming the existing signage can simply carry on unchanged under a new owner’s name. Budget for the possibility that signage will need to change even if the lease itself does not require it.