Votre partenaire en droit des affaires à Montréal
Avocat en Droit Corporatif et Commercial à Montréal
Our commercial lawyers answer your questions. At the heart of Montreal’s ecosystem of innovation between Mile-End start-ups, downtown giants, Lasalle’s family businesses and Laval’s technological flagships, one imperative remains: cutting-edge legal expertise in business law.
At Azran Lawyers, we are driven by one certainty: a company only develops its full potential if it is based on a legal foundation that is both robust, tailor-made and adaptable.
For more than two decades, our lawyers specializing in corporate and commercial law have been assisting entrepreneurs from all walks of life across Quebec. Whether you are a young founder finalizing your business plan in a café in the Plateau-Mont-Royal, an SME manager in Brossard looking to structure a strategic acquisition, or a majority shareholder in Westmount facing an internal dispute, we understand your realities. We speak the language of business, but more importantly, we anticipate risks before they become obstacles.
Our approach is simple: to combine in-depth knowledge of Quebec and Canadian corporate law with a pragmatic vision of real commercial issues. We don’t just write documents. We build with you foundations that support growth, protect your assets and minimize future litigation.
Azran Avocats can help you Help you choose the right business for you, whether federally or provincially chartered, depending on your needs. The assistance that our lawyers provide includes choosing the name of your company, name searches, establishing your share capital, your board of directors and shareholders, shareholder agreements, obtaining your GST and QST numbers.
We also keep your business minute books up to date and offer you any other services incidental to your incorporation. Opt for the know-how of our lawyers in commercial law, business law, corporate law, commercial and business law for the best advice and support in the success of your business.
Business incorporation: a structuring decision
The creation of a joint stock company is much more than an administrative formality. This is the moment when you lay the foundation for everything that will follow. Many entrepreneurs ask themselves the same question: should you opt for provincial incorporation under the Quebec Business Corporations Act, or federal incorporation under the Canada Business Corporations Act? There is no one-size-fits-all answer. It all depends on your vision.
A local business, such as a professional services practice in Waterloo, a medical clinic in Lasalle or a retail business in Longueuil, will find a simple, economical and effective solution in provincial incorporation. Name protection is ensured in Quebec, costs are controlled, and annual obligations remain light. On the other hand, a fast-growing company, a Montreal-based digital platform with clients in Toronto and Vancouver, or an export company to the United States, will derive a decisive advantage from federal incorporation. The name is protected nationally, the company can operate freely in all provinces, and the structure provides increased credibility with investors.
Azran Avocats guides you in this crucial choice. We start with a comprehensive analysis of your business model, target market, shareholder structure and medium-term projections. Then we take care of the entire process. This includes searching for the availability of the name with the Registraire des entreprises du Québec and Corporations Canada, the precise definition of the share capital with its different classes of shares if necessary, the appointment of the first directors, and the drafting of internal by-laws.
One element that is often underestimated to incorporate in particular, and absolutely fundamental, is the shareholders’ agreement. This private contract, although not required by law, governs the relationship between the owners of the company. It provides for exit scenarios, share valuation mechanisms, non-competition clauses, the right of first refusal in the event of a sale, and dispute resolution processes. We have seen too many associations break up years later because they did not clarify these rules from the start. With Azran, you get a tailor-made agreement, written in plain language, adapted to your specific reality, whether it is a company with two partners or a structure with several investors.
We complete the package by quickly obtaining your Quebec Business Number (NEQ), your GST and QST numbers, and by setting up a rigorous record keeping system. These official records document all the important decisions of the company: share issues, appointments, financial approvals. In the event of a tax audit, litigation or future transaction, impeccable minute books are an invaluable asset.
A full range of commercial law services
Corporate law does not stop at incorporation. Once the business is up and running, the legal needs multiply. Azran Avocats assists you in all aspects of commercial law. We draft and negotiate your day-to-day contracts: sales agreements, distribution agreements, franchise agreements, commercial leases, service or subcontracting agreements.
Each document is analyzed from the perspective of risk, clarity and enforceability.
We are particularly active in mergers and acquisitions. Montreal remains a dynamic market for corporate transactions. Whether you are a seller or a buyer, we structure the transaction in an optimal way. This starts with thorough legal due diligence: Review of current contracts, analysis of debts and receivables, verification of intellectual property titles, assessment of tax or environmental risks. We then draft the letter of intent, negotiate the key terms (price, guarantees, conditions precedent), and ensure a smooth close. After the transaction, we remain available to manage the integration and subsequent obligations.
Corporate governance is another pillar of our practice. Even a small corporation benefits from a clear structure. We help build an effective board of directors, define the roles of directors, and establish transparent decision-making processes. We also train managers on their legal obligations in terms of due diligence and conflicts of interest.
Conflict Resolution: Prevention and Intervention
Despite all the precautions, disputes arise. A minority shareholder contests a decision. A business partner is failing to meet its commitments. A former partner claims rights. In these moments, experience makes all the difference. We favour amicable resolution through negotiation or mediation. These approaches preserve business relationships and avoid the costs of a lawsuit. But when the legal process is necessary, we will defend your interests with determination before the competent courts.
Provincial vs. Federal Incorporation: Detailed Comparison
| Aspect | Provincial Incorporation (Quebec) | Federal Incorporation (Canada) |
|---|---|---|
| territory of operation | Quebec | All of Canada |
| Name | Province of Quebec only | All of Canada |
| Initial | More affordable | Slightly higher |
| Annual | Declaration to the Registraire des entreprises | Corporations Canada filing + provincial registration |
| Flexibility for shareholders outside Quebec | Limited | Optimal |
| Best for | Local businesses, SMEs, professional | Domestic growth, e-commerce, export |
| Processing time | 2 to 5 days | 5 to 10 days |
| Possibility of future | Yes (to federal) | Yes (to provincial if required) |
This structure must always be validated with a corporate lawyer, as fiscal, sectoral or personal nuances can influence the final choice.
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Corporate Law FAQ in Montreal
How long does a full incorporation take?
A standard provincial incorporation is finalized in two to five business days with a complete record. A federal incorporation usually takes five to ten days due to national audits. We offer priority service for emergencies.
Do I absolutely need to have a shareholders’ agreement?
No, it is not mandatory. But it is highly recommended, even between trusted partners. It prevents costly conflicts and clarifies the rules of the game from the start.
Can I incorporate myself online without a lawyer?
Yes, there are platforms that allow it. However, mistakes are common: inadequate structure, missing clauses, non-compliance. An incorporation lawyer in Montreal protects you in the long term.
What are the annual obligations of a corporation in Quebec?
Annual declaration to the Registrar, update of directors and shareholders, maintenance of minute books, production of financial statements if required. We offer an annual compliance service.
Can I change my charter later?
yes. A continuation from provincial to federal (or vice versa) is possible without dissolving the company. We manage the process by continuing your activities.
Is keeping minute books really important?
Absolutely. In the event of a dispute, sale, or audit, incomplete records can compromise the business. We ensure a rigorous and up-to-date outfit.
Do you offer bilingual services?
yes. Our entire team is perfectly bilingual. We serve a local and international clientele with the same rigor.
Can I protect my business name internationally?
Incorporation protects in Canada. For international trademarks, a trademark registered with the OMP or in the target countries is required. We coordinate with specialists.