New requirements for filing the mise a jour annuelle for Quebec businesses
Are you the owner of a company conducting business in Quebec and registered with the Registraire des entreprises du Québec (“REQ”)?
The Quebec government has recently changed the requirements for filing the mise a jour annuelle for Quebec businesses as a result of the An Act mainly to improve the transparency of enterprises. These changes, which will come into effect on March 31, 2023, were made to increase corporate transparency and further protect the public. These changes will bring significant changes to the Act respecting the legal publicity of enterprises. The changes will contribute to the prevention and fight against tax evasion, money laundering and corruption.
As a result of these changes, businesses will have to declare additional information to the Enterprise Registrar. All businesses operating in Quebec, whether they are Quebec, Canadian or foreign, will have to respect the four new obligations.
The additional obligations are to:
- declare the information about the ultimate beneficiaries,
- declare the date of birth of natural persons registered in the REQ;
- transmit a copy of a piece of identification (ID) of each director.
- possibility to declare a business address.
Businesses must report the name, address and date of birth of their ultimate beneficiaries. Businesses must also report the date the ultimate beneficiary became and ceased to be an ultimate beneficiary, as well as the type of control exercised or the percentage of shares, units or interests beneficially owned or held. Excluding the date of birth of the ultimate beneficiary, the above information will be accessible to the public. The domicile address of the ultimate beneficiary can also remain confidential if they also provide a business address in which case the latter would be published and available to the public. If a business address is not provided, the home address must be provided.
In Quebec, an ultimate beneficiary includes a person who :
- owns 25% or more of the voting rights,
- owns 25% or more of the fair market value,
- has influence that could result in control in fact (or de facto control).
A business may have multiple ultimate beneficiaries, all of whom will need to be reported in the enterprise registry.
The date of birth (day, month and year) of all natural persons registered in the enterprise registry must be declared to the REQ. Natural persons include any director, officer, shareholder or partner of a business and exclude proxies and administrators of other people’s property. These dates of birth will remain confidential and will not be published in the REQ.
The requirement to provide the REQ with a copy of an identification document is intended to improve the accuracy of the information. The identification document is required for all active directors of REQ as well as for all newly elected directors. It is not required for any other person, such as ultimate beneficiaries, shareholders and partners.
The identification document must be valid and legible. It must not be expired.
The identification document must include the director’s full name and date of birth and be issued by a governmental authority or entity. It does not have to contain a photo.
The following identification documents are among those that will be accepted: passport, driver’s license and health insurance card.
The copy of the identification document will be retained until the date of business registration or filing of the business record update, at which point it will be destroyed by the REQ.
Companies may declare the business address of the natural person registered in the enterprise registry in such a way that the address of the natural person’s domicile cannot be consulted in the registrar. However, the declaration of the home address of a natural person registered with the REQ is still mandatory. In this case, only the business address will be published, and the home address will remain confidential.
For further information about the new requirements, please visit the Quebec government’s website at the following address: