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”) and and assigned an NEQ number?
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. If your business details have changed or your registration contains errors, it is important to update or correct information in the Quebec Enterprise Register as soon as possible. All businesses operating in Quebec, whether they are Quebec, Canadian or foreign, will have to respect the four new obligations. If you are planning to start a business in Quebec, it is essential to understand your annual filing obligations with the REQ.
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, which may vary depending on the legal structure of a business and how ownership or control is organized. 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 these roles are often established when you start a business in Quebec. 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. Since privacy is a major concern for business owners, business lawyer in Montreal can help ensure the correct address is declared while meeting REQ compliance requirements. 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:
www.quebec.ca/obligations-transparence-entreprises
FAQs:
Q: How do I file the mise à jour annuelle online in Quebec?
A: Most businesses file their annual updating declaration through the REQ online portal using their enterprise file number and access credentials.
Q: What is the deadline for filing the mise à jour annuelle with the REQ?
A: The deadline depends on the business type and registration date. The REQ assigns a filing period and businesses must submit within that timeframe to avoid penalties.
Q: How much does it cost to file the mise à jour annuelle in Quebec?
A: The annual updating declaration usually involves government filing fees that vary depending on the type of enterprise and filing method.
Q: What happens if I miss the mise à jour annuelle filing deadline?
A: Late filing can lead to additional fees, penalties, or even the enterprise being struck off or deregistered in serious cases.
Q: Can I file the annual update if there are no changes to my business information?
A: Yes. Many enterprises must still file the annual update even if all information remains unchanged.
Q: How do I update director or shareholder information in the REQ?
A: Businesses can update director or shareholder details by submitting an update declaration through the enterprise register system, ensuring information matches legal documents.
Q: How do I find my Quebec enterprise number (NEQ)?
A: The NEQ can be found on REQ registration documents or by searching the public Quebec enterprise register database.
Q: Can I change my business address in the Quebec enterprise register online?
A: Yes, most businesses can update their business address through the REQ portal, but supporting documents may be required depending on the change.
Q: What documents do I need to file an REQ annual update?
A: Depending on your enterprise, you may need corporate records, director details, identification documents, and information on beneficial ownership.
Q: Do foreign companies registered in Quebec have to file the mise à jour annuelle?
A: Yes, foreign businesses registered to operate in Quebec generally have the same annual update obligations as local enterprises.
Q: How do I correct an error in the REQ enterprise register after filing?
A: Errors can usually be corrected by filing an amendment or update declaration, depending on the type of mistake and timing.
Q: Can the REQ refuse a filing if information is incomplete?
A: Yes, filings can be rejected or delayed if required information or documents are missing, incorrect, or illegible.
Q: Can a lawyer file the mise à jour annuelle on behalf of a business?
A: Yes. Many businesses authorize lawyers or legal representatives to complete REQ filings and ensure compliance.