How to buy a real estate brokerage in Quebec: licences, ownership rules and what transfers

Buying a real estate brokerage in Quebec starts with the licence structure set by Quebec’s own statute. The Real Estate Brokerage Act (chapter C-73.2) uses two licences, a broker’s licence and an agency licence, and the Organisme d’autoréglementation du courtage immobilier du Québec (OACIQ), which the Act calls the Organization, administers them. A brokerage you are buying may be an agency, a broker practising through a corporation, or both. Each answers to the same Act and to regulations made under it. This page covers Quebec’s Act only. For the general buying process, read how to buy a business in Canada, and for the Quebec setting, buying a business in Quebec.

Two licences, two different holders

Under the Act, no one except the persons it exempts may be the intermediary party to a real estate brokerage contract for the sale or purchase of an immovable without holding a broker’s or agency licence issued under the Act or a special authorization from the Organization. Only a natural person may hold a broker’s licence. A broker’s licence authorizes its holder to be a party, as an intermediary, to a brokerage contract, provided he or she personally performs the obligations under it, or to engage in a brokerage transaction for an agency, personally or within a business corporation. An agency licence is issued to the persons and partnerships that meet the requirements set out in the Act. So the buyer of an agency has to know which licence it actually holds.

What an agency must tell the OACIQ

An agency licence holder must disclose to the Organization the names of the broker’s licence holders through whom it is acting, and inform the Organization of any changes. That duty matters on a sale, because the people behind the agency are part of what you are buying. Ask the seller who the agency’s brokers are today, whether the disclosure to the OACIQ is current, and who will hold the agency licence after closing. Ask the OACIQ in writing who must hold the agency licence after closing, and whether a new licence application is needed, before you rely on any structure.

Brokers who practise through a corporation

A broker’s licence holder acting for an agency may carry on brokerage activities, under the OACIQ’s regulations, within a business corporation he or she controls. The Act makes that corporation solidarily liable with the broker for performing the Act’s obligations and for any fault the broker commits. It requires the broker’s civil liability insurance to designate the corporation as an insured, and it says the remuneration for the services belongs to the corporation. The broker may not invoke the corporation’s decisions or acts, or its status as a legal person, to justify a contravention of the Act or the regulations or to limit or exclude personal responsibility. Under the brokerage requirements regulation, brokerage contracts in that case are signed by the corporation, represented by the broker, for the agency. The same regulation says that if a requirement stops being met, the broker must take the necessary measures to rectify the situation within 15 days of becoming aware, failing which the broker ceases to be authorized to carry on activities within that corporation.

An establishment in Quebec

Both a broker’s licence holder and an agency licence holder must have an establishment in Québec, and a notice of the address and of any change of address must be sent to the Organization. If your plan moves the office, merges it into another one or runs it from outside Quebec, raise that with the OACIQ early. Confirm what address is on file with the OACIQ for the agency and for each broker.

Registers and records on a sale

The regulation on records, books and registers requires a broker or agency to keep prescribed registers at the establishment, including a register of the brokers acting for the agency and, if applicable, an accounting register of amounts held in trust. The register of brokers must be a complete updated list of names and licence numbers and must show whether each broker works within a business corporation. Under that regulation, a licence holder must keep registers and records for at least 6 years after their final closing. A broker or agency that ceases to practise must, without delay, turn registers and records, other than the accounting for its own enterprise, over to a broker or agency holding the licences needed to maintain them. If there is no one to receive them, the licence holder must notify the Organization of the address where they are kept. You can also browse professional services businesses for sale on Deavo.

• The agency licence and each broker’s licence, with licence numbers
• The register of the brokers acting for the agency, as currently kept
• The record for each business corporation within which a broker acts, including the contract between that corporation and the agency
• The trust accounting registers and the broker’s insurance confirmation naming any corporation as an insured
• The notice of the establishment’s address given to the OACIQ