REQ Amendment Declaration (Quebec)

Under the Loi sur la publicité légale des entreprises (CQLR c P-44.1, art. 28), any registrant — whether a corporation, partnership, sole proprietor, or other enterprise — must file an amendment declaration (déclaration modificative) with the Registraire des entreprises du Québec (REQ) within 30 days of any change to the information contained in their registration. The obligation to update registration information arises whenever there is a material change, including: (1) change of business name; (2) change of principal establishment address or any other declared address; (3) change in directors or officers (election, resignation, or change of address); (4) change in the main activities carried on by the enterprise; (5) change of shareholders holding 25% or more of voting rights; (6) changes to share capital or authorized shares (for corporations); (7) changes to partnership structure (addition or withdrawal of partners); (8) any other change to information that was included in the initial declaration. Failure to file an amendment within the 30-day deadline may result in administrative penalties under art. 72 LPLE and may affect the opposability of the changes to third parties.

Under the Loi sur la publicité légale des entreprises (CQLR c P-44.1, arts. 36–42), every registrant must file an annual updating declaration (déclaration de mise à jour annuelle) — also known as the 'rapport annuel' — once per year to confirm and update their registered information. This annual declaration is distinct from an amendment declaration (déclaration modificative). The amendment declaration must be filed within 30 days of any specific change occurring during the year (art. 28 LPLE), regardless of the annual declaration cycle. The annual updating declaration, by contrast, is a comprehensive review filed on the anniversary month of the initial registration. It allows registrants to confirm all existing information is accurate or to update any information that may have changed since the last filing. Even if no changes occurred, the annual declaration must be filed to confirm that the registered information remains accurate. Failure to file the annual declaration within the prescribed period results in administrative penalties and may eventually lead to radiation (removal) of the enterprise from the REQ register.

When a Quebec corporation changes its name and files the appropriate amendment with the Registraire des entreprises du Québec (REQ) and, for LSAQ corporations, files articles of amendment with the REQ, the corporation remains the same legal entity with the same legal rights and obligations — only its designation changes. Under the Business Corporations Act (CQLR c S-31.1) and the Code civil du Québec, a name change does not affect existing contracts: all contracts entered into under the previous name remain fully valid and binding on the corporation under its new name. The corporation's obligations — including debts, leases, employment contracts, and guarantees — continue unchanged. However, practical steps should be taken following a name change: (1) notify all major counterparties, suppliers, and customers of the name change; (2) update bank accounts and financial instruments; (3) update business licences, permits, and professional memberships; (4) update insurance policies; (5) amend existing contracts by addendum where the counterparty requires explicit confirmation; (6) update letterhead, website, and marketing materials. The REQ will issue a certificate of amendment confirming the new name and the effective date.

Failure to file required declarations with the Registraire des entreprises du Québec (REQ) carries significant legal and practical consequences under the Loi sur la publicité légale des entreprises (CQLR c P-44.1). First, under art. 72 LPLE, the REQ may impose administrative penalties of $500 to $25,000 depending on the nature of the violation and whether the enterprise is a natural person or a legal person. Second, under the principle of opposability, changes that are not registered with the REQ cannot generally be set up against third parties in good faith (art. 62 LPLE). This means that if, for example, a director resigned but the resignation was not registered, the director may still be held liable to third parties who relied on the public register in good faith. Third, enterprises that fail to file their annual updating declaration for two consecutive years may be struck off (radiation administrative) from the REQ register, effectively losing their registered status, which has serious consequences for corporations. Fourth, failure to update can create confusion about who has signing authority for the enterprise, potentially invalidating certain transactions. Regular compliance with REQ filing obligations is therefore essential for all Quebec enterprises.

A REQ Amendment Declaration (Quebec) does not legally require a lawyer in Quebec, and individuals and businesses may draft and execute the document independently. However, seeking independent legal advice from a qualified Quebec lawyer is recommended for transactions involving substantial financial value, complex regulatory requirements, or cross-border elements where multiple legal jurisdictions may apply. A lawyer can verify that the document complies with all applicable statutory requirements, identify potential risks specific to the transaction, and confirm that the terms adequately protect the interests of all parties involved. The Superior Court of Québec has jurisdiction over disputes arising from this type of document, and Registraire des entreprises du Québec may impose additional compliance obligations depending on the nature of the underlying transaction. Professional legal review is particularly advisable where the document will be submitted to government agencies or used as evidence in legal proceedings.